Key Revisions to AGM Notice

  • Item No. 6 of the AGM Notice has been revised pursuant to observations received from stock exchanges (BSE and NSE)
  • Disqualification/removal of one proposed allottee due to non-compliance with SEBI ICDR Regulations 159 and 167
  • Consequential revision in number of Convertible Warrants from original proposal to 28,98,717 warrants
  • Aggregate issue size revised to ₹42,61,11,399
  • Revision and clarification of disclosures relating to Regulation 166A of SEBI ICDR Regulations
  • Updated post-issue shareholding pattern on fully diluted basis including ESOP conversions
  • Clarification on utilization of issue proceeds specifically for working capital requirements
  • Incorporation of undertaking regarding price recomputation and lock-in requirements

Preferential Issue Details

Security Type: Fully Convertible Warrants

Total Warrants: 28,98,717

Issue Price: ₹147 per warrant

Total Issue Size: ₹42,61,11,399

Face Value: ₹10 per share

Premium: ₹137 per share upon conversion

Conversion Ratio: 1 warrant = 1 equity share

Conversion Period: 18 months from allotment date

Payment Terms: 25% (₹36.75) upfront at allotment, 75% (₹110.25) upon conversion

Proposed Allottees (21 entities)

The warrants are being issued to non-promoter category allottees including:

  • Mrs. Pushpa Rani Bakliwal: 1,10,421 warrants
  • Mr. Amol Satish Godha: 1,10,421 warrants
  • Mr. Pranjal Mukesh Jain: 4,50,000 warrants
  • Mrs. Reshma Chapra: 7,07,250 warrants
  • Mrs. Saniya Chapra: 2,06,000 warrants
  • Mrs. Mubina Sofia: 2,06,000 warrants
  • Mrs. Shifa Chapra: 2,06,000 warrants
  • Various other Jain family members and HUFs

Pricing Basis

Relevant Date: August 12, 2026

Floor Price Calculation:

  • 90-day VWAP: ₹146.94 (NSE)
  • 10-day VWAP: ₹138.67 (NSE)

Registered Valuer Report: Ms. Kavita Joshi (IBBI/RV/06/2025/15868) determined fair value of ₹145.78 per share

Final Issue Price: ₹147 per warrant (above floor price)

Utilization of Proceeds

Purpose: Working capital requirements including day-to-day operational needs and business operations

Amount: ₹42,61,11,399

Timeline: Within 24 months from receipt of funds

Variation Allowance: ±10% as per exchange circulars

Shareholding Pattern Impact

Pre-issue Capital: 5,88,74,592 equity shares

Post-issue Capital (fully diluted): 6,33,61,309 equity shares

Promoter Holding: Reduces from 72.83% to 67.67%

Public Holding: Increases from 27.17% to 32.33%

Dilution: 7.09% on fully diluted basis

Timelines

AGM Date: September 11, 2026 at 3:00 PM IST

Warrant Allotment: Within 15 days of shareholder approval or regulatory approvals

Conversion Period: 18 months from allotment

Fund Utilization: Within 24 months of receipt

Voting Requirements

Special resolution required for approval under Section 62(1)(c) of Companies Act, 2013