Summary of Key Information:

Nature of Filing / Announcement: Outcome of Board Meeting under Regulation 30 of SEBI (LODR) Regulations, 2015

Key Financial Highlights:

Corporate Actions:

  • The Board approved the allotment of 28,21,411 fully paid-up Equity Shares of face value ₹10 each at a price of ₹132.20 per share (including a premium of ₹122.20 per share).
  • This allotment was consequent upon the conversion of 28,21,411 Warrants, upon receipt of the balance 75% consideration amounting to ₹27,97,42,900 (Rupees Twenty Seven Crore Ninety Seven Lacs Forty Two Thousand and Nine Hundred Only).
  • The conversion and allotment are in furtherance of the preferential allotment of these convertible warrants made by the Company on February 21, 2025, at an issue price of ₹132.20 per warrant.
  • Pursuant to this conversion, the Paid-up Equity Share Capital of the Company stands increased to ₹32,65,14,220 consisting of 3,26,51,422 fully paid-up Equity Shares of ₹10 each.
  • The newly allotted equity shares will rank pari-passu with the existing equity shares of the Company.

Shareholding Pattern Change:

A detailed list of allottees and the post-conversion shareholding pattern was provided:

List of Allottees (Warrant Conversion):

1. Swati Goel: 79,336 shares (pre-holding: 0)

2. Kavita Bansal: 15,200 shares (pre-holding: 0)

3. Divya Aggarwal: 79,337 shares (pre-holding: 0)

4. Ajay Kumar Aggarwal: 3,78,250 shares (pre-holding: 2,48,242 shares; 0.8322%)

5. Vikas Jain: 11,34,644 shares (pre-holding: 1,11,37,698 shares; 37.33%; post-holding: 1,22,72,342 shares; 37.58%)

6. Piyush Jain: 11,34,644 shares (pre-holding: 63,23,614 shares; 21.19%; post-holding: 74,58,258 shares; 22.84%)

Post-Conversion Shareholding Pattern:

  • Promoters and Promoter Group: Increased to 2,15,30,600 shares (65.94%) from 1,92,61,312 shares (64.57%)
  • Public: Increased to 1,11,20,822 shares (34.06%) from 1,05,68,699 shares (35.43%)
  • Total: 3,26,51,422 shares (100%) from 2,98,30,011 shares (100%)

Historical Context from Annexed December 2024 Filing:

The document includes an annexed intimation (dated December 07, 2024) detailing the original board approval for the fundraising, which provides context for the current action.

Date of Historical Board Meeting: December 07, 2024 (commenced at 4:00 PM, concluded at 7:30 PM)

Key Historical Board Approvals (December 2024):

1. Alteration of Articles of Association: Clause 7 was altered to insert a new Sub-Clause (IV) to empower the Company for the further issue of securities by way of preferential offer/private placement.

2. Raising of Funds: Approval for raising funds through:

  • Preferential allotment of up to 28,36,611 Equity Shares at ₹132.20 per share, aggregating up to ₹37,49,99,974.20.
  • Preferential issue of up to 28,36,611 Convertible Warrants (to Promoters: 22,69,288; Non-Promoters: 5,67,323) at ₹132.20 per warrant, aggregating up to ₹37,49,99,974.20.
  • Terms for warrants: Minimum 25% payable upfront, balance 75% payable at conversion; conversion ratio 1:1 within 18 months from allotment.

3. EGM Arrangements: The board considered and fixed details for an Extra Ordinary General Meeting (EGM) to be held on January 02, 2025, to seek shareholder approval for the proposals. Mr. Krishna Kumar Singh was appointed as the Scrutinizer, and NSDL was appointed to provide e-voting facilities.

List of Proposed Allottees for Equity Shares (Dec 2024): A list of 37 non-promoter allottees was provided, with Ajay Kumar Aggarwal being the largest proposed allottee (7,56,500 shares).

List of Proposed Allottees for Warrants (Dec 2024): A list of 6 allottees was provided, including promoters Vikas Jain and Piyush Jain (11,34,644 warrants each) and non-promoters Swati Goel (79,336), Kavita Bansal (15,200), Divya Aggarwal (79,337), and Sourabh Jain (15,200).

Other Significant Information:

Not Specified