Key Resolution Details

Item No. 1: Issuance of up to 38,50,000 Fully Convertible Warrants

The company seeks shareholder approval via a Special Resolution to issue, on a preferential basis, up to 38,50,000 (Thirty Eight Lakh Fifty Thousand) Fully Convertible Warrants to Trishashna Holdings & Investments Private Limited, an entity belonging to the 'Promoter & Promoter Group'.

Financial Terms

  • Issue Price per Warrant: ₹260 (Indian Rupees Two Hundred Sixty Only)
  • Total Aggregate Issue Size: ₹100,10,00,000 (Indian Rupees One Hundred Crore and Ten Lakh Only)
  • Payment Terms: 25% of the issue price (₹65 per warrant) is payable upon allotment. The balance 75% (₹195 per warrant) is payable upon conversion.
  • Face Value of underlying Equity Share: ₹10 each

Conversion Terms

  • The warrants are convertible into an equivalent number of fully paid-up equity shares.
  • The warrant holder has the option to convert the warrants into equity shares in one or more tranches.
  • The conversion must be completed within 18 (Eighteen) months from the date of allotment of the warrants.
  • Equity shares arising from conversion will rank pari-passu with existing equity shares.

Objects of the Issue

The proceeds from the issue (₹100.10 crore, assuming 100% conversion) are intended to be utilized for:

  • Augmenting the capital base of the Company to meet funding requirements for onward lending by way of micro-finance loans.
  • Improving and maintaining enhanced regulatory capital requirements.

The entire amount is estimated to be utilized by March 31, 2028.

Monitoring Agency

As the issue size exceeds ₹100 crore, Brickwork Ratings India Private Limited has been appointed as the Monitoring Agency to monitor the utilization of proceeds, as mandated by SEBI ICDR Regulation 162A.

Shareholding Impact (Pre vs. Post Issue)

  • Pre-issue Promoter Holding: 3,99,60,753 shares (36.17%)
  • Warrants Allotted to Promoter Group: 38,50,000
  • Post-issue Promoter Holding (on full conversion): 4,38,10,753 shares (38.32% of a fully diluted capital of 11,43,20,965 shares)
  • The holding of Trishashna Holdings specifically would increase from 34.32% to 36.53% post-conversion.
  • The resolution states there will be no change in control or management of the Company consequent to this issue.

Pricing and Relevant Date

  • The Relevant Date for determining the floor price is June 04, 2026 (30 days prior to the last date of e-voting).
  • The minimum price as per SEBI ICDR Regulations was the higher of:
  • 90-day VWAP: ₹212.48
  • 10-day VWAP: ₹222.82
  • The final issue price of ₹260 is higher than the calculated minimum price of ₹222.82.

Lock-in Requirements

  • The warrants and the equity shares arising from their conversion will be subject to a lock-in period as prescribed under Chapter V of the SEBI ICDR Regulations.

Voting Process and Timelines

  • Cut-off Date for determining shareholders eligible to vote: Friday, May 29, 2026.
  • Remote E-voting Period: Commences on Friday, June 05, 2026 (9:00 AM IST) and ends on Saturday, July 04, 2026 (5:00 PM IST).
  • Voting Service Provider: Central Depository Services (India) Limited (CDSL).
  • Scrutinizer: Mr. Devesh Kumar Vasisht (Managing Partner, DPV & Associates LLP, Company Secretaries).
  • Result Declaration: The results of the postal ballot voting will be announced on or before Tuesday, July 07, 2026.

Other Key Information

  • The company has obtained a compliance certificate from a practicing company secretary for this preferential issue.
  • The company and its promoters/directors have provided undertakings confirming they are not wilful defaulters or fugitive economic offenders.
  • No preferential allotment has been made by the company in the current financial year (2026-27).