Key Quantitative Figures

  • Number of Warrants: Up to 62,50,000 (62.5 lakh) Fully Convertible Warrants
  • Face Value: ₹2 per warrant
  • Issue Price: ₹301 per warrant (including premium of ₹299 per warrant)
  • Total Issue Size: ₹188,12,50,000 (₹188.13 crore)
  • Conversion Period: Maximum 18 months from date of allotment
  • Payment Terms: 25% payable upfront (₹75.25 per warrant), 75% payable upon conversion (₹225.75 per warrant)
  • Post-Issue Shareholding Impact: S Gupta Family Enterprises - 4.56%, KITARA PIIN 2601 - 1.14% on fully diluted basis

Parties Involved

Allottees:

1. S Gupta Family Enterprises Private Limited (Non-Promoter - Body Corporate) - 50,00,000 warrants

2. KITARA PIIN 2601 (Non-Promoter - Foreign Company) - 12,50,000 warrants

Ultimate Beneficial Owners:

  • Mrs. Neera Gupta (for S Gupta Family Enterprises)
  • Mr. Sachin Kamath and Mr. Umesh Khimji (for KITARA PIIN 2601)

Regulatory Authorities: BSE Limited, National Stock Exchange of India Limited, SEBI, Ministry of Corporate Affairs

Service Providers:

  • Scrutinizer: Ms. Rama Subramanian, Company Secretary in Practice
  • Monitoring Agency: CRISIL Limited
  • E-Voting Agency: Central Depository Services (India) Limited (CDSL)

Purpose and Rationale

The proceeds will be utilized for:

1. Funding requirement for inorganic growth objectives (75% of proceeds, up to ₹141.13 crore): Strategic investments and/or acquisitions including businesses, technologies, intellectual property, or capabilities

2. General corporate purposes (25% of proceeds, up to ₹46.99 crore): Meeting ongoing general corporate exigencies and contingencies, expenses of the Company and its Subsidiary

Utilization Timeline: Within 3 years of warrant allotment, with +/-10% deviation permitted as per stock exchange circulars

Financial and Operational Impact

  • Strengthening Balance Sheet: Additional equity capital of ₹188.13 crore upon full conversion
  • Dilution Impact: Increase in paid-up capital from current 10,34,59,417 shares to 10,97,09,417 shares on full conversion
  • Promoter Holding Dilution: From 43.91% to 41.41% on fully diluted basis
  • Monitoring: CRISIL Limited appointed as monitoring agency for utilization of proceeds exceeding ₹100 crore

Capital Structure Impact

  • Pre-issue Capital: 10,34,59,417 equity shares
  • Post-issue Capital (fully diluted): 10,97,09,417 equity shares
  • Lock-in Requirements: Warrants and resultant equity shares subject to lock-in as per SEBI ICDR Regulations

Pricing Basis

  • Floor Price Calculation: Higher of 90-day VWAP (₹300.17) or 10-day VWAP (₹283.91) as of Relevant Date (November 05, 2026)
  • Final Issue Price: ₹301 per warrant (above floor price of ₹300.17)
  • Stock Exchange Considered: NSE (higher trading volumes)

Corporate Governance Aspects

  • No promoters/directors/KMPs participating in the issue
  • Certificate from practicing company secretary confirming compliance with SEBI ICDR Regulations
  • Company confirms no wilful defaulters or fraudulent borrowers among promoters/directors
  • No change in control consequent to the issue

Voting Arrangements

  • EGM to be conducted through VC/OAVM only (no physical attendance)
  • Remote e-voting facility provided through CDSL
  • Scrutinizer appointed to oversee voting process
  • Results to be posted on company website and submitted to stock exchanges

Historical Context

During April-July 2026, the company made preferential allotment of 27,00,000 equity shares and conversion of 1,21,57,216 warrants from previous issue (January 2025) at ₹191.85 per share.