Key Agenda Items and Financial Details
Item No. 1: Increase in Authorized Share Capital
The company proposes to increase its authorized share capital from ₹7,00,00,000 (Rupees Seven Crore only) divided into 70,00,000 equity shares of ₹10 each to ₹17,00,00,000 (Rupees Seventeen Crores only) divided into 1,70,00,000 equity shares of ₹10 each. This represents an increase of ₹10 crore through creation of additional 1,00,00,000 equity shares.
Item No. 2: Preferential Issue of Warrants to Promoters
The company seeks approval to issue up to 3,48,837 fully convertible warrants to promoters and their relatives at an issue price of ₹602 per warrant (including premium of ₹592), aggregating to ₹20,99,99,874. The allocation is as follows:
- Saajan Rathod (Relative of Promoter): 1,16,279 warrants (₹6,99,99,958)
- Mayank Rathod (Relative of Promoter): 1,16,279 warrants (₹6,99,99,958)
- Mangla Rathod (Promoter): 1,16,279 warrants (₹6,99,99,958)
Warrant holders must pay 25% (₹150.5 per warrant) at subscription and balance 75% (₹451.5 per warrant) upon conversion within 18 months. Unexercised warrants will lapse and amounts paid will be forfeited.
Item No. 3: Preferential Issue of Equity Shares to Public Investors
The company proposes to issue 12,99,143 equity shares at ₹602 per share (including premium of ₹592) to 50 non-promoter public category investors, aggregating ₹78,20,84,086. The issue includes allocations to entities such as:
- Lloyds Enterprises Limited: 1,66,112 shares (₹9,99,99,424)
- Surendra Fiscal Services Private Limited: 83,056 shares (₹4,99,99,712)
- Vibhoar Agrawal: 83,056 shares (₹4,99,99,712)
- Pisano Technologies LLP: 49,833 shares (₹2,99,99,466)
- Sunayana Investment Company Limited: 49,833 shares (₹2,99,99,466)
Pricing Mechanism
The issue price of ₹602 per share/warrant was determined based on SEBI ICDR Regulations Chapter V requirements. The relevant date for pricing is 24 July 2026 (as 25 July 2026 was a weekend). The price is higher than both:
- 90-day VWAP: ₹578.32
- 10-day VWAP: ₹601.94
A certificate from R K Khandelwal & Co, Practicing Chartered Accountants confirms compliance with pricing regulations.
Objects of the Issue
Proceeds will be used for "expansion of investment in listed/unlisted companies and providing advisory services to listed companies." The company confirms that its main object clause enables these activities.
Shareholding Pattern Impact
Pre-issue share capital: 56,85,995 equity shares
Post-issue (assuming full conversion of all warrants): 74,83,975 equity shares
Promoter holding will change from 45.25% (25,72,710 shares) to approximately 41.02% (30,71,547 shares including warrant conversion).
Corporate Governance Aspects
Vineeta Patel & Co, Practicing Company Secretary has been appointed as Scrutinizer. The company has obtained a certificate from a practicing company secretary confirming compliance with SEBI ICDR Regulations.
Important Dates
- Cut-off date for notice dispatch: 24 July 2026
- Cut-off date for e-voting: 17 August 2026
- Remote e-voting period: 21 August 2026 (09:00 AM) to 23 August 2026 (05:00 PM)
- EGM date: 24 August 2026 at 09:00 AM
Financial Impact
The total fundraise through both warrant and equity issues amounts to ₹99,20,83,960. The company states that no monitoring agency is required as the issue size is below ₹100 crore threshold.