Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Skipper Limited

Meeting Details

  • Date: Friday, June 26, 2026
  • Time: 11:30 a.m. IST
  • Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Type: Extra Ordinary General Meeting (1st of 2026-27)
  • Deemed Venue: Registered Office at 3A, Loudon Street, Kolkata – 700 017

Proposed Resolutions and Implications

The EGM will consider one special resolution for preferential issuance of equity shares:

  • Issue Size: Up to 92,23,402 equity shares of face value ₹1 each
  • Issue Price: ₹470 per share (including premium of ₹469 per share)
  • Total Amount: ₹4,33,49,98,940
  • Allottees: Five non-promoter institutional investors:
  • Emerge Private Opportunities Trust I (AIF): 10,63,829 shares (₹49.99 crore)
  • Cohesion MK Best Ideas Sub-Trust (FPI): 15,95,744 shares (₹74.99 crore)
  • Bandhan Small Cap Fund (MF): 5,00,000 shares (₹23.50 crore)
  • SmallCap World Fund Inc (FPI): 59,02,840 shares (₹277.43 crore)
  • American Funds Insurance Series Global Small Capitalization Fund (FPI): 1,60,989 shares (₹7.56 crore)

Fund Utilization Objects

  • Repayment of working capital demand loan and cash credit facility: ₹327.49 crore (within 3 months)
  • General corporate purposes: ₹106.00 crore (within 12 months)
  • Permitted deviation of +/- 10% in allocation
  • Pending utilization, funds will be invested in money market instruments

Voting Process and Methods

  • Remote e-voting period: June 23, 2026 (9:00 a.m.) to June 25, 2026 (5:00 p.m.)
  • Cut-off date: June 19, 2026
  • Service provider: National Securities Depository Limited (NSDL)
  • Platform: https://www.evoting.nsdl.com
  • Physical polling: Not available due to virtual meeting
  • Proxy facility: Not available for this EGM

Key Voting Parameters

  • Total votes: Proportional to shareholding as on June 19, 2026 cut-off date
  • Voting rights: Based on paid-up equity share capital
  • Joint holders: First named holder eligible to vote
  • Institutional shareholders: Can appoint authorized representatives

Scrutinizer Appointment and Role

  • Name: Mr. Gaurav Thakur (Membership No.: 25622, FRN: 007437)
  • Firm: M/s. Gaurav Thakur & Co., Practicing Cost Accountant
  • Responsibilities: Scrutinize remote e-voting and e-voting during meeting
  • Timeline: Submit consolidated report within 48 hours of meeting conclusion
  • Result declaration: Results to be placed on company website and NSDL website

Compliance with Laws and Regulations

The proposal complies with:

  • Sections 23(1)(b), 42, 62(1)(c) of Companies Act, 2013
  • SEBI ICDR Regulations, 2018 (Chapter V)
  • SEBI LODR Regulations, 2015
  • SEBI Takeover Regulations, 2011
  • FEMA, 1999
  • Companies (Prospectus and Allotment of Securities) Rules, 2014
  • Companies (Share Capital and Debentures) Rules, 2014

Pricing Justification

  • Relevant date: May 27, 2026 (30 days prior to EGM)
  • Minimum price calculation:
  • 90-day VWAP: ₹422.82
  • 10-day VWAP: ₹469.81
  • Final issue price: ₹470 (higher than minimum price of ₹469.81)
  • Stock exchange considered: NSE (highest trading volume)

Lock-in Requirements

  • Equity shares allotted will be subject to lock-in as per ICDR Regulations
  • Pre-preferential shareholding of allottees also subject to lock-in

Monitoring Agency

  • Appointment: India Ratings and Research Limited
  • Role: Monitor utilization of issue proceeds
  • Requirement: Mandatory for issue size exceeding ₹100 crore

Shareholding Pattern Impact

  • Pre-issue promoter holding: 66.50% (7,50,80,657 shares)
  • Post-issue promoter holding: 61.48% (7,50,80,657 shares)
  • Public shareholding increase: From 33.50% to 38.52%
  • FPI holding increase: From 4.89% to 10.79%

Additional Information

  • The company confirms eligibility for preferential allotment under ICDR Regulations
  • No willful defaulter or fugitive economic offender status among promoters/directors
  • No outstanding dues to SEBI, stock exchanges, or depositories
  • All allottees have provided PAN details
  • The issue is within authorized share capital
  • Certificate from R M Mimani & Associates LLP available for inspection
  • Documents available for inspection at registered office during business hours