1. Share Swap Allotment for Calcio Restaurants Acquisition
The Company allotted 23,87,257 equity shares of face value ₹10 each at ₹100 per share (including premium of ₹90 per share) aggregating to ₹23,87,25,700. This allotment was made on a preferential basis to shareholders of Calcio Restaurants Private Limited for consideration other than cash, in lieu of acquisition of 3,51,068 equity shares of Calcio representing 34.76% stake on fully diluted basis through a share swap arrangement. These shares will rank pari-passu with existing equity shares.
Post this allotment, the paid-up share capital increased from ₹38,13,26,000 to ₹40,51,98,570. The allotment was made to 58 non-promoter investors as detailed in Annexure A, with share allocations ranging from 5,508 to 2,85,000 shares per allottee.
2. Cash-Based Preferential Allotment
The Company allotted 2,16,000 equity shares of face value ₹10 each at ₹100 per share (including premium of ₹90 per share) for cash consideration aggregating to ₹2,16,00,000.
Post this allotment, the paid-up share capital increased from ₹40,51,98,570 to ₹40,73,58,570. The allotment was made to 5 non-promoter investors: Rane Sulbha Kishore (30,000 shares), Jigisha Vaidh (25,000 shares), Murlidhar Mohanlal Lakhiani HUF (1,25,000 shares), Pushpa Malhotra (20,000 shares), and Shaukat Sattar Hajiyani (16,000 shares).
3. Convertible Warrants Allotment
The Company allotted 4,45,000 convertible warrants of face value ₹10 each at ₹100 per warrant (including premium of ₹90 per warrant) aggregating to ₹4,45,00,000. The Company has received 25% of the warrant issue price amounting to ₹1,11,25,000.
The warrants have a tenure of 18 months from the date of allotment. Each warrant carries the right to subscribe to one equity share, exercisable in one or more tranches during the 18-month period. If not exercised within this period, the unexercised warrants shall lapse and the amount paid will be retained by the Company.
Upon full conversion, the paid-up share capital would increase from ₹40,73,58,570 to ₹41,18,08,570. The warrants were allotted to 3 non-promoter investors: Mallinath Madineni HUF (4,00,000 warrants), Babulal Agarwal HUF (25,000 warrants), and Shraddha Ritesh Rathi (20,000 warrants).
The disclosure is made in accordance with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026.