Nature of the Disclosure

Regulatory disclosure pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, regarding the outcome of a Board Meeting held on August 24, 2026.

Key Decision

The Board of Directors approved the allotment of 5,493,000 (Fifty-Four Lakh Ninety-Three Thousand) Convertible Warrants on a preferential basis.

Issue Details

  • Type of Security: Fully convertible warrants of ₹10 each, convertible into an equal number of equity shares.
  • Issue Price: ₹397 per warrant, including a premium of ₹387 per warrant.
  • Total Issue Size: 5,493,000 warrants.
  • Total Monetary Value: ₹218.01 crore (5,493,000 warrants × ₹397/warrant).
  • Upfront Payment Received: 25% of the issue price, equivalent to ₹99.25 per warrant, has been received by the company from the allottees at the time of allotment. This amounts to an upfront inflow of ₹54.50 crore (5,493,000 warrants × ₹99.25/warrant).
  • Balance Payment: The remaining 75% of the issue price is payable at the time of conversion into equity shares.
  • Regulatory Framework: The issue was made in accordance with the Companies Act, 2013 and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations).

Allottees and Allocation

The warrants were allotted to 85 investors, categorized as follows:

  • Promoter/Promoter Group (Category A): 2,800,000 warrants allotted to 8 allottees, including Sunita Rani (800,000), Mohit Jindal (500,000), Rohit Jindal (500,000), Sandhu Rice Mills (400,000), and Shubham Jindal (250,000).
  • Public/Non-Promoter (Category B): 2,693,000 warrants allotted to 77 allottees, including entities like Heera Linens Pvt. Ltd. (50,000), Neptune Fabrics Pvt. Ltd. (50,000), and individuals like Atul Gupta (100,000).

Partial Non-Allotment

One non-promoter allottee, Mrs. Sunita Gupta, was offered 22,000 warrants but was only allotted 15,000 warrants. Consequently, 7,000 warrants were not allotted to her.

Conversion Terms

  • Conversion Ratio: Each warrant is convertible into 1 (One) equity share.
  • Conversion Period: The conversion option can be exercised at any time within 18 (Eighteen) months from the date of allotment (August 24, 2026), in one or more tranches.
  • Other Terms: Conversion is subject to other terms and conditions agreed upon by the company and the investors.

Lock-in Restrictions

The securities allotted on a preferential basis are subject to lock-in restrictions as prescribed under the SEBI ICDR Regulations, 2018.

Shareholding Pattern Impact

The disclosure provides a pre-issue and post-issue shareholding pattern, calculated assuming full conversion of all warrants:

  • Pre-Issue Capital: 12,240,000 equity shares. Promoter & Promoter Group holding was 8,999,982 shares (73.53%), and Public holding was 3,240,018 shares (26.47%).
  • Post-Full Conversion Capital: 17,733,000 equity shares (12,240,000 existing + 5,493,000 new shares from conversion).
  • Post-Issue Holding: Promoter & Promoter Group holding would be 11,799,982 shares (66.54%), and Public holding would be 5,933,018 shares (33.46%). This represents a dilution of approximately 7 percentage points in promoter holding.

Meeting Details

The Board Meeting commenced at 6:30 PM and concluded at 6:45 PM on August 24, 2026.