Nature of the Event

Regulatory disclosure pursuant to SEBI Listing Regulation 30, notifying shareholders of an Extra-Ordinary General Meeting (EGM) to be held virtually on July 17, 2026, to seek approval for preferential issuance of equity shares and share warrants.

Key Quantitative Figures

  • Equity Shares Issue: Up to 1,51,49,079 equity shares of face value ₹5 each
  • Equity Issue Price: ₹14.33 per share (including premium of ₹9.33)
  • Equity Issue Amount: ₹21,70,86,305
  • Warrants Issue: Up to 38,38,102 share warrants convertible into equity shares
  • Warrant Issue Price: ₹14.33 per warrant (including premium of ₹9.33)
  • Warrant Issue Amount: ₹5,50,00,000
  • Total Fundraising: ₹27,20,86,305
  • Relevant Date for Pricing: June 17, 2026
  • Floor Price Calculation: Higher of 90-day VWAP (₹11.85) or 10-day VWAP (₹14.33)

Dates of Action

  • EGM Date: July 17, 2026 at 4:00 PM IST
  • Record Date: July 10, 2026
  • Remote E-voting Period: July 14, 2026 (9:00 AM) to July 16, 2026 (5:00 PM)
  • Allotment Timeline: Within 15 days of resolution approval
  • Warrant Conversion Period: Within 18 months from allotment

Parties Involved

  • Stock Exchange: BSE Limited
  • E-voting Agency: Central Depository Services (India) Limited (CDSL)
  • Scrutinizer: M/s Mihen Halani & Associates, Practicing Company Secretary
  • Proposed Allottees (Equity): 98 non-promoter entities including Veloce Opportunities Fund II, Veloce Innovations LLP, Bridge India Fund, and others
  • Proposed Allottees (Warrants): 8 entities including promoters (Rajinder Kaul, Ravinder Bhan, Arun Kaul) and non-promoters (Sanjay Verma, Aarii Ventures, etc.)

Purpose and Rationale

The company intends to utilize the net proceeds from the preferential issue:

  • Working Capital Requirements: ₹18.31 crore (₹12.81 crore from equity + ₹5.50 crore from warrants)
  • Repayment of Borrowings: ₹4.50 crore
  • General Corporate Purposes: ₹4.40 crore

The funds for general corporate purposes shall not exceed 25% of the total funds raised.

Financial and Operational Impact

  • Capital Structure Impact: The equity shares will rank pari-passu with existing shares
  • Dilution Impact: Post-issue shareholding pattern provided in Annexure D (actual numbers not specified in available data)
  • Lock-in Requirements: Equity shares and warrants subject to lock-in as per SEBI ICDR Regulations
  • Minimum Public Shareholding: Company undertakes to comply with minimum public shareholding requirements

Utilization Timeline

  • Working Capital: 500 days for equity portion, 365 days for warrant portion
  • Loan Repayment: 60 days
  • General Corporate Purpose: 90 days

Borrowing/Loan Details for Repayment

Multiple business loans from various lenders including Unity Small Finance Bank, IndusInd Bank, L&T Finance, Poonawala Fincorp, and others with interest rates ranging from 15.50% to 24.00%.

Conditions and Undertakings

  • 100% consideration payable before allotment
  • Securities to be issued in dematerialized form only
  • Company undertakes to recompute price if required under SEBI ICDR Regulations
  • Unexercised warrants after 18 months will lapse with forfeiture of amount paid
  • Company confirms eligibility for preferential issue under SEBI ICDR Regulations

Corporate Governance Aspects

  • Neither company nor promoters/directors are willful defaulters or fraudulent borrowers
  • Company is in compliance with continuous listing conditions
  • EGM to be held through video conferencing/audio-visual means
  • Remote e-voting facility provided through CDSL

Additional Information

  • The notice has been dispatched to members via email on June 25, 2026
  • Physical copies available on request
  • Explanatory statement and annexures provided with detailed information about allottees, pricing rationale, and shareholding patterns
  • Certificate from practicing company secretary confirms compliance with SEBI ICDR Regulations