1. Increase in Authorised Share Capital

  • Current authorized capital: ₹82,60,00,000 divided into 8,26,00,000 equity shares of ₹10 each
  • Proposed increase: ₹97,60,00,000 divided into 9,76,00,000 equity shares of ₹10 each
  • Additional shares created: 1,50,00,000 equity shares of ₹10 each
  • Requires alteration of Capital Clause V of Memorandum of Association

2. Preferential Allotment Approval

The Board approved issuance of 1,39,99,952 equity shares on preferential basis:

Part (a) - Share Swap Acquisition:

  • 99,99,952 equity shares to be issued to shareholders of Saksham Gram Credit Private Limited
  • Issue price: ₹72 per share (₹10 face value + ₹62 premium)
  • Consideration: Acquisition of 1,81,33,588 equity shares of Saksham (face value ₹10 each) at ₹54.60 per share
  • Total acquisition value: Approximately ₹99 crore for 100% stake in Saksham

Part (b) - Cash Consideration:

  • 40,00,000 equity shares to be issued to Mrs. Manisha Agarwal
  • Issue price: ₹72 per share (₹10 face value + ₹62 premium)
  • Total cash consideration: ₹28,80,00,000

3. Acquisition Details Finalized

The Board determined specific acquisition parameters:

  • Total consideration for Saksham acquisition: ₹99,00,00,000
  • Cash component: ₹27,00,03,456 payable to allottees
  • Share swap component: ₹71,99,96,544 via issuance of 99,99,952 equity shares at ₹72 each

4. Execution of Definitive Agreements

The Company executed binding transaction documents on August 06, 2026:

  • Share Purchase Agreement (Promoter SSPA) with Promoter Sellers and Saksham
  • Investor Share Purchase Agreement (Investor SSPA) with Investor Sellers and Saksham
  • The agreements cover acquisition of up to 1,81,33,588 equity shares constituting 100% of Saksham's capital

5. Post-Allotment Impact

  • Post-allotment, the 93 allottees will hold 1,39,99,952 equity shares representing 14.82% of diluted paid-up capital
  • Saksham Gram Credit Private Limited will become a Wholly Owned Subsidiary of Purple Finance Limited

6. Extraordinary General Meeting Approval

The Board approved draft EGM notice seeking shareholder approval for:

  • Increase in Authorised Share Capital and alteration of MOA
  • Approval under section 186 of Companies Act, 2013 for acquisition exceeding prescribed limits
  • Preferential allotment of equity shares
  • Change in designation of Mr. Sandeep Jindal from Non-Executive Non-Independent Director to Whole Time Director (Executive Director) and his remuneration

7. Transaction Agreements Details

The definitive agreements include:

  • Customary terms including purchase consideration, conditions precedent and subsequent
  • Representations, warranties, and indemnities of parties
  • Covenants governing business conduct until Closing Date
  • Restrictions on alteration of capital structure, securities issuance/transfer, and constitutional document amendments
  • Company's right to nominate directors on Saksham's Board
  • Governance and information rights
  • The parties are not related to promoter/promoter group/group companies
  • Transaction does not qualify as related party transaction

8. Allottee Details (Annexure B)

The preferential allotment involves 93 allottees categorized as:

  • 4 Promoter Sellers: Gyanandra Mishra, G Naga Reddy, Keshav Mishra, Preeti Mishra
  • 88 Investor Sellers including DCB Bank Limited, Utkarsh Small Finance Bank Ltd, and numerous individuals
  • 1 Cash Investor: Manisha Agarwal (₹28.8 crore investment)
  • Total Saksham shares to be transferred: 1,81,33,588
  • Total PFL shares to be allotted: 1,39,99,952