Board approves Articles amendment and issue of up to 16,45,000 warrants to Promoter & Promoter Group at Rs. 152 each

Board met on Oct 9, 2026 and approved a plan to issue warrants to promoters.

Fri 9 Oct 2026

Warrants Approved

Up to 16,45,000 fully convertible warrants at Rs. 152 each

Issue Size

Total up to Rs. 25,00,40,000

Payment Terms / Tenor

25% payable at subscription, 75% on exercise; tenor 18 months

Board meeting outcome, October 09, 2026

The board of CP Capital Ltd met on Friday, October 09, 2026, and approved two connected proposals that will now be placed before shareholders.

Power to issue warrants - amendment to the Articles of Association

• The board approved amending the Articles of Association (AoA) to insert a new clause, Article 8A, immediately after the existing Article 8 and before existing Article 9.
• This clause permits the company to issue warrants and/or other convertible securities to any person, whether or not a shareholder, at premium or at par, with or without consideration, including by way of preferential allotment or private placement.
• The amendment requires approval of shareholders by way of a special resolution and becomes effective immediately upon receipt of that approval.

Issue of warrants to the promoter and promoter group

• Up to 16,45,000 fully convertible warrants, on a preferential and/or private placement basis, for cash.
• Each warrant carries a right to subscribe to 1 equity share of face value Rs. 10.
• Issue price is Rs. 152 per warrant, including a premium of Rs. 142 per equity share.
• The amount aggregates to up to Rs. 25,00,40,000.
• There are ten proposed allottees, all from the promoter and promoter group, each up to 1,64,500 warrants: Mr. Om Prakash Maheshwari, Mr. Pramod Kumar Maheshwari, Mr. Nawal Kishore Maheshwari, Mrs. Neelima Maheshwari, Mrs. Shilpa Maheshwari, Mrs. Rekha Maheshwari, Mr. Annol Maheshwari, Mr. Parv Maheshwari, Ms. Priyal Maheshwari and Wellwin Technosoft Limited.

Payment, tenure and pricing

• The subscriber pays 25% of the issue price per warrant at the time of subscription; the remaining 75% is payable on exercise of the warrants into equity shares.
• Tenor of the warrants is 18 months from the date of allotment, exercisable in one or more tranches during the tenor.
• Any unconverted warrants lapse and the amount paid on such warrants stands forfeited.
• The floor price determined in accordance with Regulation 164(1) of the SEBI ICDR Regulations for this issue is Rs. 150.80 per equity share; the approved issue price of Rs. 152 is Rs. 1.20 higher than the floor price.

Post-allotment shareholding

The update sets out pre-preferential and post-preferential issue shareholding, on a fully diluted basis and assuming all warrants are fully exercised, without taking into account any further issuance of securities or exercise of employee stock options. Examples from that table: Mr. Pramod Kumar Maheshwari moves from 21,38,216 shares (11.75%) to 23,02,716 shares (11.61%); Mr. Om Prakash Maheshwari from 13,86,300 shares (7.62%) to 15,50,800 shares (7.82%); Mr. Nawal Kishore Maheshwari from 13,85,800 shares (7.62%) to 15,50,800 shares (7.81%); Mrs. Neelima Maheshwari from 13,39,500 shares (7.36%) to 15,04,000 shares (7.58%). Mr. Annol Maheshwari, Mr. Parv Maheshwari, Ms. Priyal Maheshwari and Wellwin Technosoft Limited each move from 0 shares (0.00%) to 1,64,500 shares (0.83%).

What happens next

• The board constituted and authorised a Preferential Issue Committee to take all necessary actions in connection with the issue and to finalise/approve the relevant documents.
• The board approved the notice convening an Extra-Ordinary General Meeting of the members on Monday, November 02, 2026, to obtain approval for the proposed preferential issue.
• Mr. Amit Gupta, Advocate, was appointed Scrutinizer to scrutinise the e-voting process at the Extra-Ordinary General Meeting.
• The issue is subject to approval of the members of the company and applicable regulatory authorities.

How to read this

The three things a reader can weigh here are size, price and timing. The warrants are proposed to be issued to the promoter and promoter group, they convert into equity shares, and the number of shares in issue would rise if they are exercised. Money comes in two parts: 25% now and 75% later, within an 18-month window. Because conversion is not immediate, the eventual effect on the share count depends on how many warrants are exercised within the tenor. The proposal still needs a shareholder vote by special resolution, for which the meeting is scheduled on November 02, 2026.

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