Key Decisions Approved

The Board of Directors approved three key items:

1. A preferential issue of fully convertible warrants to a promoter group entity.

2. The introduction of a new Employee Stock Option Plan (ESOP 2026).

3. The convening of a shareholders' meeting to seek approval for the above.

Detailed Terms of Preferential Warrant Issue

  • Instrument: Up to 24,94,85,563 (24.95 crore) fully convertible warrants.
  • Allottee: Sunbright Mauritius Investments Limited (a Promoter Group entity).
  • Issue Type: Preferential allotment on a private placement basis.
  • Total Issue Size: ₹ 31,43,51,80,938 (₹ 3143.52 crore).
  • Warrant Issue Price: ₹ 126 per warrant (comprising a premium of ₹ 125 per warrant).
  • Payment Structure:
  • Upfront (25%): Warrant Subscription Price of ₹ 31.50 per warrant, payable upon allotment.
  • Balance (75%): Warrant Exercise Price of ₹ 94.50 per warrant, payable upon conversion.
  • Conversion: Each warrant is convertible into one fully paid-up equity share of face value Re. 1.
  • Conversion Period: The warrant holder may seek conversion in one or more tranches within a maximum period of 18 months from the date of allotment.
  • Lapse Condition: Unexercised warrants after 18 months shall lapse, and the upfront subscription price paid for them shall be forfeited.
  • Pricing Basis: The issue price was determined based on a Pricing Report and Valuation Report from a Registered Valuer, in compliance with Regulations 164(1) and 166A of the SEBI ICDR Regulations, 2018. The price represents a premium of 11.86% to the SEBI ICDR formula price and a 16.33% premium to the closing market price on the NSE as of July 1, 2026.
  • Shareholding Impact: Post-allotment of warrants (pre-conversion), Sunbright Mauritius will hold up to 24.95 crore warrants. Upon full conversion, this would represent up to 20% of the company's share capital on a fully diluted basis.
  • Approvals Required: The issuance is subject to approvals from the company's shareholders, regulatory/statutory/government authorities, and other applicable approvals.

Detailed Terms of ESOP 2026

  • Plan Name: ESOP 2026.
  • Maximum Grant: Up to 3,74,22,835 options.
  • Conversion: Each option is convertible into one equity share of face value ₹ 1.
  • Exercise Price: ₹ 126 per option.
  • Compliance: The plan is structured to be in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
  • Other Terms: Significant terms, including the vesting schedule and exercise period, will be disclosed at the time of seeking shareholder approval.

Next Steps and Governance

  • A shareholders' meeting will be convened to seek necessary approvals for both the preferential warrant issue and the ESOP 2026 plan.
  • The Board meeting was held from 3:00 p.m. to 6:27 p.m. on July 1, 2026.
  • The disclosure is made in compliance with Regulation 30 of the SEBI LODR Regulations.

Financial and Capital Structure Impact

  • The transaction will result in a potential cash inflow of up to ₹ 3143.52 crore upon full subscription and conversion of all warrants.
  • Full conversion of the warrants would lead to significant equity dilution, increasing the issued share capital by up to 24.95 crore shares.
  • The ESOP 2026 plan, if fully exercised, would result in further dilution of up to 3.74 crore shares.