Board approves preferential issue to promoter on loan and preference share conversion

Preferential issue of up to 13,21,585 equity shares to Promoter-Chairman Mr. Nirmal Bhogilal on conversion of his unsecured loan of Rs. 15,00,00,000/-.

Wed 7 Oct 2026

Equity shares to be issued on loan conversion

up to 13,21,585 equity shares

Unsecured loan converted

Rs. 15,00,00,000/-

Issue price vs fair value

Rs. 113.50 per share vs valuer's fair value of Rs. 90.31 per share

Two preferential issues to the promoter

The board of directors of Batliboi, at its meeting on October 7, 2026, approved two preferential issues of equity shares to Mr. Nirmal Bhogilal, the Company's Promoter and Chairman. Both are for consideration other than cash and are subject to the approval of the members in a General Meeting and such other statutory and regulatory approvals as may be necessary and applicable.

Promoter loan converted into equity

• Up to 13,21,585 equity shares of face value Rs. 5/- each to be issued to Mr. Nirmal Bhogilal on conversion of the outstanding unsecured loan of Rs. 15,00,00,000/- (principal) he extended to the Company.
• Issue price: Rs. 113.50 per equity share, which the update states is higher than the independently determined fair value of Rs. 90.31 per equity share in the valuation report of the registered valuer, and is not lower than the floor price determined under Regulation 164 of the SEBI (ICDR) Regulations, 2018.
• The unsecured loan will be converted and allotted directly as equity shares, so the Company settles this liability by issuing shares instead of paying cash.

Preference shares becoming compulsorily convertible

• The board approved variation of the terms of 6,92,480 1% Redeemable Non-Cumulative Preference Shares of Rs. 100/- each held by Mr. Nirmal Bhogilal, so as to render them compulsorily convertible into equity shares of the Company on demand.
• This requires the consent of the preference shareholders of the affected class (by way of special resolution / three-fourths consent of the class), the approval of the equity shareholders by way of special resolution, and other applicable approvals.
• On conversion, up to 6,10,114 equity shares of face value Rs. 5/- each will be issued at Rs. 113.50 per equity share, aggregating to approximately Rs. 6,92,48,000/-.
• The preference shares will be converted into equity shares only upon a demand being made and exercised; the update states the requisite intimation on allotment of the resultant equity shares will be shared with the stock exchange.

What a preferential issue means

A preferential issue is an allotment of fresh shares to specific identified investors instead of to the public. Here the allottee is the promoter. Since both issues are against claims that already exist - a loan and preference shares - the Company issues new equity shares without receiving cash. The total number of equity shares in issue goes up, so an existing shareholder's holding represents a smaller percentage of the Company than before. The issue price of Rs. 113.50 per share is stated to be higher than the valuer's fair value of Rs. 90.31 per share.

Other decisions from the same meeting

• Appointment of CA Harsh Chandrakant Ruparelia, Registered Valuer, for the valuation report in connection with the preferential issue of equity shares.
• Allotment of equity shares to eligible employees pursuant to the exercise of options under the Company's "EMPLOYEE STOCK OPTION PLAN"; the shares so allotted rank pari passu with the existing equity shares.
• Appointment of Mr. Shankaran Rajaram Vignesh as an Additional Director designated as a Non-Executive Independent Director for a term of five years with effect from 7th October, 2026, not liable to retire by rotation, subject to shareholder approval. The update confirms he is not related to any Director of the Company and satisfies the criteria of independence.
• His profile: over two decades of experience in industrial manufacturing; at Stanley Black & Decker he was involved in strategy, sales and operations of the industrial business across Asia and ran Stanley Engineered Fastening India as Managing Director; since 2021 he has invested in Indian manufacturing as Founder and Managing Partner of a99.

Katalyst Advisors acted as transaction and implementation Advisors.

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