Capital Structure Changes
Increase in Authorized Share Capital: Subject to member approval, the authorized share capital will be increased from ₹15,00,00,000 (divided into 1,50,00,000 equity shares of ₹10 each) to ₹68,50,00,000 (divided into 6,85,00,000 equity shares of ₹10 each) by creating 5,35,00,000 additional equity shares. This requires amendment of Clause V of the Memorandum of Association under Sections 13 and 61 of the Companies Act, 2013.
Stock Split: Subject to member approval, each existing equity share of ₹10 face value will be sub-divided into 2 equity shares of ₹5 face value. This will increase the number of issued, paid-up shares from 1,05,00,000 to 2,10,00,000 while maintaining the same total value. The rationale is to enhance liquidity, widen shareholder base, and make shares more affordable to retail investors.
Bonus Issue
5:1 Bonus Shares: The Board recommended issuing bonus equity shares in the ratio of 5:1 (5 bonus shares for every 1 share held) of face value ₹5 each post-subdivision. This will capitalize ₹52,50,00,000 from Securities Premium Account and Free reserves available as of September 30, 2026 (approximately ₹149.83 crores, based on limited reviewed financial results).
Post-bonus, the issued capital will increase from 2,10,00,000 shares (₹10,50,00,000) to 12,60,00,000 shares (₹63,00,00,000). The bonus shares will rank pari passu with existing shares and are expected to be credited/dispatched by January 11, 2027, subject to approvals.
Warrant Adjustment
Convertible Warrant Terms: The 8,40,000 outstanding convertible warrants will be adjusted for both corporate actions. Each warrant will now entitle holders to 12 equity shares of ₹5 each (instead of 1 share of ₹10 originally), aggregating to 1,00,80,000 shares. The exercise price adjusts from ₹317.65 per share to ₹26.470833 per share, maintaining the aggregate consideration payable at ₹26,68,26,000. All warrants are held by public category persons.
Approval Process
Postal Ballot: The Board approved a postal ballot notice with cut-off date of November 13, 2026 for seeking member approval for items 1-3 (capital increase, stock split, bonus issue) through remote e-voting only. Mr. Nayan Pitroda, Proprietor of M/s. Pitroda Nayan & co., was appointed as Scrutinizer.
Record Date: The record date for determining entitlement to sub-divided shares and bonus shares will be intimated separately under Regulation 42 of Listing Regulations.
The revised authorized capital of ₹68,50,00,000 covers the post-bonus paid-up capital of ₹63,00,00,000 and the 1,00,80,000 shares (₹5,04,00,000) reserved for warrant holders, representing a fully diluted capital of ₹68,04,00,000.
Additional Information
The information is available on the company website at www.sheetalfoodworld.com.