Board approves authorised capital rise to Rs. 31 crore and 1,37,00,000 convertible warrants on preferential basis

Increase in authorised share capital from Rs. 25,00,00,000 (5,00,00,000 equity shares of Rs. 5 each) to Rs. 31,00,00,000 (6,20,00,000 equity shares of Rs. 5 each), with Clause 5 of the MoA amended accordingly.

Wed 7 Oct 2026

Authorised Share Capital Increase

from Rs. 25,00,00,000 (5,00,00,000 equity shares of Rs. 5 each) to Rs. 31,00,00,000 (6,20,00,000 equity shares of Rs. 5 each)

Convertible Warrants Issue

up to 1,37,00,000 convertible warrants at Rs. 13/- each, aggregating Rs. 17,81,00,000

Warrant Tenor

18 months

Board meeting outcome: two main proposals

The board of directors met on Wednesday, 7th October, 2026 and approved two proposals, both of which are subject to the approval of shareholders at the ensuing Extra Ordinary General Meeting.

Increase in authorised share capital

• The authorised share capital is proposed to be increased from Rs. 25,00,00,000 (Rupees Twenty-Five Crore), divided into 5,00,00,000 (Five Crore) equity shares of Rs. 5 each, to Rs. 31,00,00,000 (Rupees Thirty-One Crore), divided into 6,20,00,000 (Six Crore Twenty Lakh) equity shares of Rs. 5 each.
• The new shares will rank pari-passu with the existing equity shares.
• This requires the consequent alteration of Clause 5 of the Memorandum of Association.
• Authorised share capital is the ceiling up to which a company can issue shares. It is not the same as the capital already issued and paid up.

Issue of convertible warrants on a preferential basis

• The board approved the issue of up to 1,37,00,000 (One Crore Thirty-Seven Lakh) convertible warrants at a price of Rs. 13/- each, for cash, to promoter/promoter group and non-promoters on a preferential basis.
• Each warrant is convertible into one equity share of face value Rs. 5/- with a premium of Rs. 8/-.
• The aggregate amount works out to Rs. 17,81,00,000 (Rupees Seventeen Crore Eighty-One Lakh).
• The tenor of the warrants is 18 months from the date of allotment, and they shall be convertible in one or more tranches.
• Number of investors: 7.

Who is subscribing

• Donda Jerambhai Lavjibhai (Promoter): 27,00,000 warrants, Rs. 3,51,00,000/-
• Donda Labhuben Jerambhai (Promoter): 27,00,000 warrants, Rs. 3,51,00,000/-
• Jaykumar J Donda (Promoter): 26,96,000 warrants, Rs. 3,50,48,000/-
• Donda Jerambhai Lavjibhai HUF (Promoter Group): 26,96,000 warrants, Rs. 3,50,48,000/-
• Vanrajsinh Boghubha Sarvaiya (Non-Promoter): 14,16,000 warrants, Rs. 1,84,08,000/-
• Rajendrasinh Hathisinh Sarvaiya (Non-Promoter): 14,16,000 warrants, Rs. 1,84,08,000/-
• Sachin Madhusudan Chhatre (Non-Promoter): 76,000 warrants, Rs. 9,88,000/-

Shareholding after allotment

As stated in the disclosure, pursuant to the allotment the promoter/promoter group and non-promoter shareholding stands at 61.64% and 38.36% respectively.

Other decisions taken at the board meeting

• Mr. Ricky Kapadia, Proprietor of M/s. RPK & Associates (COP: 26790), Practising Company Secretary, Surat, was appointed as Scrutinizer to scrutinize the voting process of the Extra Ordinary General Meeting.
• National Securities Depository Limited (NSDL) was appointed to enable the e-Voting platform for members at the EGM.
• The cut-off date for determining the eligibility of equity members to vote by electronic means was fixed as Thursday, 29th October, 2026.
• The Extra Ordinary General Meeting will be held on Thursday, 5th November, 2026 at 01:00 p.m. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

What a shareholder can take away

Both the increase in authorised share capital and the preferential issue of convertible warrants are proposals that take effect after the shareholders approve them at the EGM. The warrants are to be issued for cash and each warrant, on exercise, converts into one equity share of face value Rs. 5.

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