Virtuoso Optoelectronics ₹85 Crore Preferential Issue

EGM Details

EGM Date: Sunday, July 12, 2026 at 11:00 AM IST
Mode: Video Conferencing/Other Audio-Visual Means
Deemed Venue: Registered Office at 7, MIDC area, Satpur, Trimbak Road, Nashik 422007
E-Voting Period: Thursday, July 09, 2026 at 09:00 AM to Saturday, July 11, 2026 at 05:00 PM
Cut-off Date for Voting Eligibility: Sunday, July 05, 2026
Scrutinizer: M/s. Vishal Thawani & Associates, Practicing Company Secretary

Business to be Transacted

SPECIAL BUSINESS

1. Issuance of Equity Shares on Preferential Basis

Special Resolution to issue up to 16,85,392 Equity Shares of face value ₹10 each at price of ₹356 per share (including premium of ₹346 per share), aggregating ₹59,99,99,552.

Proposed Allottees of Equity Shares:

| 1 | Malabar India Fund Limited | Non-Promoter | 14,04,494 | 50.00 |

| 2 | India Insight Value Fund | Non-Promoter | 2,80,898 | 10.00 |

| Total | | | 16,85,392 | 60.00 |

Key Terms for Equity Shares:

Relevant Date for floor price calculation: Friday, June 12, 2026
Shares will be listed and rank pari-passu with existing equity shares
Lock-in period as per SEBI ICDR Regulations
Allotment to be completed within 15 days of shareholder approval or regulatory approvals
Consideration to be paid from allottees' bank accounts

2. Issuance of Unlisted Fully Convertible Warrants on Preferential Basis

Special Resolution to issue up to 7,02,246 Warrants at price of ₹356 per warrant (including premium of ₹346 per warrant), aggregating ₹24,99,99,576.

Proposed Allottees of Warrants:

| 1 | Sukrit Bharati | Promoter | 4,21,348 | 15.00 |

| 2 | Sukrit Bharati HUF | Promoter Group | 1,40,449 | 5.00 |

| 3 | Nikitha Shravan Poddatur | Promoter Group | 1,40,449 | 5.00 |

| Total | | | 7,02,246 | 25.00 |

Key Terms for Warrants:

25% payment (₹89 per warrant) upfront on allotment
Balance 75% (₹267 per warrant) payable on conversion within 18 months
Warrants lapse if not converted within 18 months, with upfront payment forfeited
Equity shares issued on conversion will rank pari-passu with existing shares
Allotment of warrants within 15 days of shareholder approval

Objects of the Issue

Total fund raise: ₹85.00 Crores

Utilization Plan:

1. Working Capital Requirements: ₹48.35 Crores (to be utilized within 12-18 months)

2. Capital Expenditure: ₹15.50 Crores

Building expansion: ₹5.00 Crores (1,00,000 sq ft for AC products)
Machinery: ₹10.50 Crores (commercial refrigeration line expansion)

3. General Corporate Purposes: ₹21.15 Crores (issue expenses, business development, marketing, administrative expenses)

Fund Receipt Timeline:

₹60.00 Crores: On allotment of equity shares
₹6.25 Crores: On allotment of warrants (25% upfront)
₹18.75 Crores: On conversion of warrants (within 18 months)

Pricing Details

Issue Price: ₹356 per equity share/warrant
Floor Price Calculation: Based on 90-day and 10-day VWAP preceding Relevant Date (June 12, 2026)
No valuation report required as no single allottee gets more than 5% of post-issue capital

Capital Structure Impact

Pre-Issue Shareholding (as of June 12, 2026):

Total Shares: 3,18,33,079
Promoter Holding: 49.74% (1,58,32,236 shares)
Non-Promoter Holding: 50.26% (1,60,00,843 shares)

Post-Issue Shareholding (assuming full conversion):

Total Shares: 3,49,53,317
Promoter Holding: 47.30% (1,65,34,482 shares)
Non-Promoter Holding: 52.70% (1,84,18,835 shares)
No change in management or control of the Company

Other Disclosures

Lock-in periods as prescribed under SEBI ICDR Regulations
No other preferential issues made during financial year 2026-27
Company undertakes to recompute price if required under regulations
Equity shares will be listed on BSE SME platform
No assets charged as security for this issue

Voting Arrangements

Remote e-voting through CDSL platform
Physical shareholders must update details with RTA
Demat shareholders should update details with their Depository Participants
Members can attend EGM through VC/OAVM facility