Preferential Issue Approval

The Board approved two preferential issues subject to shareholder and regulatory approvals:

1. Equity Shares Issue:

  • Approval to issue up to 16,85,392 equity shares of face value ₹10 each
  • Issue price: ₹356 per share (including premium of ₹346 per share)
  • Total amount: ₹59,99,99,552 (₹59.99 crore)
  • Allottees:
  • Malabar India Fund Limited (Non-Promoter): 14,04,494 shares for ₹50.00 crore
  • India Insight Value Fund (Non-Promoter): 2,80,898 shares for ₹10.00 crore

2. Convertible Warrants Issue:

  • Approval to issue up to 7,02,246 unlisted fully convertible warrants
  • Each warrant convertible into one equity share of face value ₹10
  • Conversion period: Maximum 18 months from allotment date
  • Warrant price: ₹356 per warrant (including premium of ₹346 per warrant)
  • Total amount: ₹24,99,99,576 (₹24.99 crore)
  • Payment terms: 25% (₹89) payable at allotment, 75% (₹267) payable upon conversion
  • Allottees:
  • Sukrit Bharati (Promoter): 4,21,348 warrants for ₹15.00 crore
  • Sukrit Bharati HUF (Promoter Group): 1,40,449 warrants for ₹5.00 crore
  • Nikitha Shravan Poddatur (Promoter Group): 1,40,449 warrants for ₹5.00 crore

Extraordinary General Meeting

  • EGM scheduled for Sunday, July 12, 2026, at 11:00 AM IST
  • Meeting to be conducted through Video Conferencing/Other Audio-Visual Means
  • Purpose: To seek shareholder approval for the preferential issues
  • Cut-off date for voting eligibility: July 5, 2026
  • Shareholders holding shares as of close of business on July 5, 2026, are eligible to vote

Scrutinizer Appointment

  • M/s. Vishal Thawani & Associates, Practicing Company Secretary (Membership No. ACS: 43938; CP No: 17377) appointed as scrutinizer
  • Responsible for scrutinizing the e-voting process for the EGM

Shareholding Pattern Impact

Current shareholding (pre-issue):

  • Promoter and Promoter Group: 1,58,32,236 shares (49.74%)
  • Public: 1,60,00,843 shares (50.26%)
  • Total: 3,18,33,079 shares (100%)

Post-equity issue shareholding:

  • Promoter and Promoter Group: 1,58,32,236 shares (47.23%)
  • Public: 1,76,86,235 shares (52.76%)
  • Total: 3,35,18,471 shares (100%)

Post-full warrant conversion shareholding:

  • Promoter and Promoter Group: 1,65,34,482 shares (44.72%)
  • Public: 1,84,18,835 shares (55.28%)
  • Total: 3,49,53,317 shares (100%)

Additional Context

The disclosure references previous warrant issuances to Malabar India Fund Limited:

  • 30,76,923 warrants approved in EGM on July 23, 2025
  • 8,79,121 warrants converted on September 23, 2025
  • 5,86,081 warrants converted on November 7, 2025
  • 8,79,121 warrants converted on February 6, 2026
  • 7,32,600 warrants currently pending conversion

The post-issue shareholding calculations assume full conversion of all outstanding warrants including those from previous issuances and the current preferential issue.