Key Quantitative Figures

  • Total Equity Shares for Cash Consideration: 83,03,072 shares (reduced from 1,24,54,608)
  • Total Issue Size for Cash Consideration: ₹70,57,61,120 (Rupees Seventy Crores Fifty Seven Lakhs Sixty One Thousand One Hundred Twenty only)
  • Equity Shares for Non-Cash Consideration: 41,70,21,987 shares at ₹85 per share (₹2 face value + ₹83 premium)
  • CCPS for Non-Cash Consideration: 81,12,02,664 shares at ₹85 per CCPS (₹2 face value + ₹83 premium)
  • Total Valuation for Non-Cash Portion: ₹35,44,68,68,895 (Equity) + ₹68,95,22,26,440 (CCPS) = ₹1,04,39,90,95,335 total
  • HIML Share Acquisition: 24,89,456 Equity Shares + 13,02,70,315 CCPS (14.08% FDB) for equity issuance; 20,66,52,393 Equity Shares + 5,15,95,614 CCPS (27.39% FDB) for CCPS issuance
  • HIML Fair Value: Equity Shares at ₹267.00 each, CCPS at ₹2,13,867.00 each

Dates of Action

  • EGM Date: September 11, 2026 at 12:30 PM IST through VC/OAVM
  • Original Notice Date: August 12, 2026
  • Original Dispatch Date: August 19, 2026
  • Corrigendum Date: September 03, 2026
  • Board Approval Date: September 03, 2026 (circular resolution)
  • Valuation Report Date: August 12, 2026

Parties Involved

  • Regulators: NSE, BSE, SEBI, MCA
  • Valuer: Saksham Valuer Private Limited (IBBI Registration No. IBBI/RV-E/02/2024/206)
  • Target Company: Hella Infra Market Limited (HIML)
  • Proposed Allottees: 183 entities for equity non-cash portion, 198 entities for CCPS non-cash portion (detailed lists provided in document)

Purpose and Rationale

The preferential issue is for:

1. Funding working capital requirements (₹52.93 crore, 90 days utilization timeline)

2. General corporate purposes (₹17.64 crore, 90 days utilization timeline)

3. Acquisition of shares in Hella Infra Market Limited through share swap arrangement

Financial and Operational Impact

  • Working Capital Injection: ₹70.57 crore total proceeds from cash portion
  • Capital Structure Impact: Significant dilution from current 8,37,11,178 shares to 1,32,02,38,901 shares post full conversion of CCPS
  • Promoter Holding Change: From 74.96% pre-issue to 64.96% post full conversion of CCPS
  • Non-Promoter Holding Change: From 25.04% pre-issue to 35.04% post full conversion of CCPS

Specific Modifications to Resolutions

Item No. 1 Changes:

  • Pro Fin Capital Services Limited excluded due to share sales in preceding 90 days (violation of Reg. 159(1))
  • Reduction of 41,51,536 equity shares from cash portion

Item No. 2 Changes:

  • Complete replacement of allottee list for equity non-cash portion (183 allottees)
  • Detailed table with names, categories, HIML stake%, HIML shares to be transferred, equity shares to be allotted, and ultimate beneficial owners

Item No. 3 Changes:

  • Complete replacement of allottee list for CCPS non-cash portion (198 allottees)
  • Detailed table with names, categories, HIML stake%, HIML shares to be transferred, CCPS to be allotted, and ultimate beneficial owners

Additional Modifications

1. Utilization of Proceeds: Revised to ₹52.93 crore for working capital and ₹17.64 crore for general corporate purposes

2. Promoter/Director Subscription: Only promoters of HIML (who become promoters of Shalimar Paints) will subscribe - 8 entities listed

3. Promoter Contribution: Promoter/Promoter Group intends to subscribe to 3,01,98,027 Equity Shares and 76,47,07,880 CCPS

4. Pricing Rationale: Based on valuation report from Saksham Valuer Private Limited

5. CCPS Terms: Conversion tenure 6-18 months from allotment, lock-in as per Regulation 167 of ICDR

6. Valuation Justification: Independent registered valuer report dated August 12, 2026

7. Shareholding Pattern: Detailed pre and post-issue shareholding pattern provided

8. Beneficial Ownership: Comprehensive Annexure A with ultimate beneficial owners and post-issue holdings

9. Allottee Status: Current and proposed status of all allottees provided for both equity and CCPS

10. Material Terms: Specific terms of issuance for both equity and CCPS clarified

The Corrigendum forms an integral part of the original EGM Notice and is available on company website (www.shalimarpaints.com), stock exchange websites (BSE, NSE), and NSDL website (www.evoting.nsdl.com).