Board approves issue of up to 16,45,000 fully convertible warrants to promoters on preferential basis

Board approves issue of up to 16,45,000 fully convertible warrants to promoters and promoter group on a preferential basis.

Fri 9 Oct 2026

Warrants Approved

up to 16,45,000 fully convertible warrants to promoters and promoter group

Issue Price

Rs. 152/- per warrant

Aggregate Issue Size

up to Rs. 25,00,40,000/-

Board meeting outcome: warrants to promoters

CP Capital's board met on Friday, October 09, 2026 and approved, among other things, an amendment to the Articles of Association and a preferential issue of fully convertible warrants to the promoter and promoter group. Both steps are subject to shareholder approval.

What the board approved

• Amendment of the Articles of Association by inserting a new clause as Article 8A, immediately following the existing Article 8 and immediately preceding Article 9, permitting the company to issue warrants and/or other convertible securities.
• Issue and allotment of up to 16,45,000 fully convertible warrants, each carrying a right to subscribe to one equity share of face value Rs. 10/-, to the promoter and promoter group on a preferential and/or private placement basis.
• Constitution of a Preferential Issue Committee of the board to take necessary actions in connection with the issue.
• Notice for an Extra-Ordinary General Meeting on Monday, November 02, 2026 to obtain member approval for the proposed preferential issue.
• Appointment of Mr. Amit Gupta, Advocate, as Scrutinizer for the e-voting process at the EGM.

Terms of the issue

• Issue price: Rs. 152/- per warrant, aggregating up to Rs. 25,00,40,000/-, for cash.
• Each warrant is convertible into one equity share of face value Rs. 10/-, with a premium of Rs. 142 per equity share.
• The approved issue price of Rs. 152 per equity share (upon exercise of the warrant) is Rs. 1.20 higher than the floor price of Rs. 150.80.
• Payment: 25% of the issue price per warrant at the time of subscription, and the remaining 75% upon exercise of the warrants.
• Tenor: 18 months from the date of allotment, exercisable in one or more tranches during the tenor.
• Any unconverted warrants shall lapse and the amount paid on such warrants shall stand forfeited.

Who is subscribing

Ten proposed allottees, each up to 1,64,500 warrants: Mr. Om Prakash Maheshwari, Mr. Pramod Kumar Maheshwari and Mr. Nawal Kishore Maheshwari (promoters), and Mrs. Neelima Maheshwari, Mrs. Shilpa Maheshwari, Mrs. Rekha Maheshwari, Mr. Anmol Maheshwari, Mr. Parv Maheshwari, Ms. Priyal Maheshwari and Wellwin Technosoft Limited (promoter group).

Shareholding before and after

The update gives each subscriber's pre-preferential and post-preferential shareholding, the latter on a fully diluted basis and assuming all warrants are fully exercised:

• Mr. Om Prakash Maheshwari: 13,86,300 shares (7.62%) to 15,50,800 shares (7.82%)
• Mr. Pramod Kumar Maheshwari: 21,38,216 shares (11.75%) to 23,02,716 shares (11.61%)
• Mr. Nawal Kishore Maheshwari: 13,85,800 shares (7.62%) to 15,50,300 shares (7.81%)
• Mrs. Neelima Maheshwari: 13,39,500 shares (7.36%) to 15,04,000 shares (7.58%)
• Mrs. Shilpa Maheshwari: 13,39,500 shares (7.36%) to 15,04,000 shares (7.58%)
• Mrs. Rekha Maheshwari: 13,39,500 shares (7.36%) to 15,04,000 shares (7.58%)
• Mr. Anmol Maheshwari: 0 (0.00%) to 1,64,500 shares (0.83%)
• Mr. Parv Maheshwari: 0 (0.00%) to 1,64,500 shares (0.83%)
• Ms. Priyal Maheshwari: 0 (0.00%) to 1,64,500 shares (0.83%)
• Wellwin Technosoft Limited: 0 (0.00%) to 1,64,500 shares (0.83%)

How to read this

• Money comes in two stages: a quarter of the issue price now, and the balance if and when the warrants are exercised into equity shares.
• Conversion, if it happens, will increase the number of equity shares in issue, so existing holdings represent a smaller slice of a larger share count.
• The post-preferential percentages assume every warrant is exercised and do not factor in any further issuance of securities or exercise of employee stock options.
• The amendment to the Articles of Association becomes effective immediately upon shareholder approval by way of a special resolution, and the warrant issue itself is subject to member approval and applicable regulatory approvals.

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