Key Quantitative Figures

  • Total Warrants to be issued: 98,01,000 convertible warrants
  • Issue Price per Warrant: ₹102
  • Total Issue Size: ₹99,97,02,000 (₹99.97 crore)
  • Face Value per Share: ₹10
  • Premium per Share on Conversion: ₹92
  • Conversion Ratio: 1 Warrant = 1 Equity Share
  • Conversion Period: 18 months from date of allotment
  • Upfront Payment: 25% of issue price (₹25.50 per warrant)
  • Balance Payment on Conversion: 75% of issue price (₹76.50 per warrant)

Dates of Action

  • Cut-off Date for Shareholders: November 4, 2026
  • Remote e-voting Period: November 8, 2026 (9:00 AM) to November 10, 2026 (5:00 PM)
  • EGM Date and Time: November 11, 2026 at 3:00 PM
  • Result Declaration: On or before November 13, 2026

Parties Involved

Proposed Allottees (Non-Promoter Category):

1. Kotia Enterprises Limited - 37,85,000 warrants

2. Paaven Bansal - 29,40,000 warrants

3. Vikas Goyal - 11,33,000 warrants

4. Atika Goyal - 11,33,000 warrants

5. Sonali Chatterjee - 7,35,000 warrants

6. Uma Shanker Goel HUF - 50,000 warrants

7. Sonal Ujlayan - 25,000 warrants

Other Parties:

  • BSE Limited (Stock Exchange)
  • National Securities Depository Limited (NSDL)
  • Central Depository Services (India) Limited (CDSL)
  • Mr. Akash Goel, Practicing Company Secretary (Scrutinizer)
  • Mr. Manish Manwani, Registered Valuer (IBBI/RV/03/2021/14113)

Purpose and Rationale

The company intends to utilize the proceeds towards:

  • Working Capital Requirements: ₹89.72 crore (89.72% of proceeds)
  • General Corporate Purpose: ₹10.00 crore (10.00% of proceeds)
  • Issue Expenses: ₹0.25 crore (0.25% of proceeds)

Proceeds to be utilized within 2 years from receipt. Pending utilization, funds may be invested in government securities, treasury bills, money market instruments, or bank deposits.

Pricing Basis

Relevant Date: October 12, 2026 (30 days prior to EGM date)

Minimum Price Calculation (as per SEBI ICDR Regulations):

  • 90-day VWAP: ₹98.54 per warrant
  • 10-day VWAP: ₹101.68 per warrant

Floor Price: ₹101.68 per warrant

Issue Price: ₹102 per warrant (above floor price)

Valuation certificate provided by Mr. Manish Manwani, Registered Valuer (Registration No. IBBI/RV/03/2021/14113).

Shareholding Impact

Pre-Issue Capital: 4,42,68,085 equity shares

Post-Issue Capital (fully diluted): 5,81,64,085 equity shares (including 40,95,000 outstanding ESOPs)

Promoter Holding Change:

  • Pre-issue: 19.84% (87,82,125 shares)
  • Post-issue: 15.10% (87,82,125 shares) - diluted due to increased capital base

Significant Allottee Post-Issue Holdings:

  • Kotia Enterprises Limited: 10.81%
  • Paaven Bansal: 20.38%
  • Vikas Goyal: 8.22%
  • Atika Goyal: 8.03%

Lock-in Requirements

  • Equity shares allotted pursuant to warrant conversion subject to lock-in as per SEBI ICDR Regulations
  • Pre-preferential allotment shareholding of allottees locked-in for 90 trading days from allotment date
  • All allottees maintain Non-Promoter status post-issue

Procedural Details

  • EGM to be held through video conferencing/other audio-visual means
  • Deemed venue: Corporate office at MCT House, First Floor, New Friends Colony, Near Sukhdev Vihar Metro Station, Delhi - 110025
  • Remote e-voting through NSDL platform (https://www.evoting.nsdl.com)
  • Scrutinizer appointed: Mr. Akash Goel, Practicing Company Secretary
  • Allotment to be completed within 15 days of shareholder approval
  • Company confirms compliance with all regulatory requirements, no wilful defaulter status, no outstanding dues to SEBI/Exchanges

Voting Instructions

Detailed voting procedures provided for:

  • Shareholders holding securities in demat mode with NSDL and CDSL
  • Shareholders holding physical shares
  • Institutional shareholders
  • Registration process for speakers at EGM

Documents Available for Inspection

Statutory registers maintained under Section 170 and Section 189 of Companies Act, 2013 available for inspection during remote e-voting period and EGM proceedings through NSDL e-voting platform.