1. Issue of 45,00,000 Fully Convertible Warrants on Preferential Basis
Purpose: To raise funds for acquisition funding (including acquisition of a manufacturing unit of M/s Krishna Plastic Traders), capital expenditure, working capital requirements, and general corporate purposes.
Instrument: Up to 45,00,000 (Forty Five Lakh) Fully Convertible Warrants of ₹10 each.
Issue Price: ₹30 per warrant (including a premium of ₹20 per share).
Total Issue Size: ₹13,50,00,000 (Rupees Thirteen Crore Fifty Lakh).
Payment Terms: 25% upfront payment (₹3,37,50,000) required before allotment. Balance 75% (₹10,12,50,000) payable upon conversion.
Conversion Terms: Each warrant convertible into one equity share within 18 months from the date of allotment.
Allottees: The warrants are to be issued to 42 identified allottees belonging to the Non-Promoter category, including individuals, companies, and HUFs. Key allottees include Jatin Bansidhar Sonawala (4,40,000 warrants), Pragneshkumar Girishchandra Dave (4,40,000 warrants), Thakor Rohit Popatji (8,80,000 warrants), Sellwin Traders Limited (2,30,000 warrants), and Mideast Healthcare Pvt Ltd (2,30,000 warrants).
Lock-in: Warrants and resultant equity shares will be subject to lock-in as per SEBI ICDR Regulations.
Pricing Basis: The floor price was calculated as per SEBI ICDR Regulations, with the relevant date being July 24, 2026. The minimum price was determined to be ₹29.13, and the issue price is set at ₹30.
Post-Issue Shareholding: The explanatory statement includes a detailed table showing the pre and post-issue shareholding pattern, indicating the dilution impact.
2. Appointment of Ms. Nidhi Bharatbhai Gandhi as Non-Executive Independent Director
Appointment Details: Ms. Nidhi Bharatbhai Gandhi (DIN: 11086584) was appointed as an Additional Director in the capacity of a Non-Executive Independent Director with effect from February 5, 2026.
Term: Appointment is sought for a term of 5 years with effect from February 5, 2026.
Background: The explanatory statement includes an annexure with her details: Date of Birth (29/08/1990), qualification (B.Com, M.Com, LLB), and professional experience (over 10 years in administrative support roles).
Declaration: She has submitted a declaration confirming she meets the independence criteria under the Companies Act, 2013 and SEBI LODR Regulations.
Voting Process and Timeline
E-voting Service Provider: National Securities Depository Limited (NSDL).
E-voting Period: From 9:00 a.m. on Saturday, July 25, 2026, until 5:00 p.m. on Sunday, August 23, 2026.
Cut-off Date: Tuesday, July 21, 2026 (for determining members eligible to vote).
Scrutinizer: M/s. A. Shah & Associates, Practicing Company Secretaries (FCS 4713; CP No: 6560) appointed to scrutinize the process.
Result Declaration: The scrutinizer will submit a report, and the results will be announced on or before 5:00 p.m. on Tuesday, August 25, 2026. Results will be hosted on the company's website and communicated to the stock exchange.
Deemed Passing Date: Resolutions will be deemed passed on the last date of receipt of votes, i.e., August 23, 2026.
Financial and Operational Impact
Capital Raising: The successful issuance will infuse ₹13.5 crore into the company, strengthening its capital base.
Dilution: The issuance of 45 lakh equity shares upon full conversion will dilute the existing shareholding. The explanatory statement provides a detailed pre and post-issue shareholding table.
Use of Proceeds: Funds are earmarked for strategic expansion, specifically for an acquisition, which is expected to enhance operational capabilities.
Additional Information
The document includes extensive instructions for shareholders on how to vote electronically via the NSDL platform.
It clarifies that members cannot vote by proxy in a postal ballot.
Corporate members are required to submit board resolutions/authority letters along with their votes.
