Key Event Approval

Shareholders approved two separate preferential issuances subject to obtaining in-principle approval from the stock exchange:

1. Equity Shares to Non-Promoter Investors:

  • Number of shares: 17,54,384 equity shares
  • Face value: ₹10 per share
  • Issue price: ₹57 per share (including premium of ₹47 per share)
  • Total issue size: ₹9,99,99,888 (Nine Crore Ninety Nine Lakhs Ninety Nine Thousand Eight Hundred and Eighty Eight Only)
  • Issued under Sections 42 and 62 of Companies Act, 2013

2. Convertible Warrants to Promoter Group:

  • Number of warrants: 3,94,735 warrants
  • Each warrant convertible into one equity share within 18 months
  • Warrant issue price: ₹57 per warrant
  • Total potential issue size: ₹2,24,99,895 (Two Crores Twenty Four Lakhs Ninety Nine Thousand Eight Hundred and Ninety Five Only)
  • Payment structure: 25% (₹14.25) payable upfront at subscription, remaining 75% (₹42.75) payable at conversion
  • Issued under Sections 42 and 62(1)(c) of Companies Act, 2013

Regulatory Framework

The issuances are made in accordance with:

  • Companies Act, 2013 and Companies (Prospectus and Allotment of Securities) Rules, 2014
  • Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • SEBI Listing Regulations
  • SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024

Investor Allocation Details (Annexure B)

Non-Promoter Investors (Equity Shares):

  • Mr. Nishant Lalitbhai Gandhi: 4,38,596 shares (₹2,49,99,972)
  • Mr. Akshar Yatin Popat: 4,38,596 shares (₹2,49,99,972)
  • Ms. Shreya Bhavesh Shah: 4,38,596 shares (₹2,49,99,972)

Promoter Group (Convertible Warrants):

  • Ms. Pramila Jain: 21,930 warrants (₹12,50,010)
  • Mukesh Jain HUF: 1,31,578 warrants (₹74,99,946)
  • Shailesh Jain HUF: 87,719 warrants (₹49,99,983)
  • Gajendra Jain HUF: 65,789 warrants (₹37,49,973)
  • Devendra Jain HUF: 87,719 warrants (₹49,99,983)

Warrant Conversion Terms

  • Warrants are convertible into equity shares within 18 months from date of allotment
  • Conversion may occur in one or more tranches
  • Board of Directors will determine the specific terms and conditions of conversion

Disclosure Status

The company notes that certain disclosure requirements under Regulation 30 (points 5 and 6) are not applicable at present but will be intimated:

  • Post allotment of warrants
  • Upon receipt of request for conversion of warrants
  • Any occurrences during the 18-month validity period