Board revises proposed preferential issue to 5,51,78,892 shares at ₹14 for share-swap acquisitions

Board on Sep 30, 2026 approved revisions to the proposed preferential issue of shares for consideration other than cash (share swap).

Wed 30 Sep 2026

Issue Size Revised

from up to 5,64,51,732 shares to up to 5,51,78,892 shares at ₹14/- per share

Aggregate Consideration Revised

from ₹79,03,24,248/- to ₹77,25,04,488/-

BEPL Acquisition

up to 30,83,479 shares (98.71%) for 4,62,52,185 shares at swap ratio 15:1

Bliss Cab Acquisition

up to 1,11,02,870 shares (90.17%) for 89,26,707 shares at swap ratio 201:250

Post-Issue Capital & Dilution

6,16,53,492 shares; new shares form 89.50% of post-issue paid-up capital; public shareholding reduces from 98.05% to 50.04%

What was decided

The Board, at its meeting on September 30, 2026, approved revisions to the earlier proposed preferential issue of equity shares for consideration other than cash. The shares are the payment for acquiring stakes in two companies through Share Swap Agreements, so the company receives no money from the issue.

The revision

• Shares proposed to be issued: revised from up to 5,64,51,732 to up to 5,51,78,892.
• Issue price unchanged at ₹14/- per share, being face value ₹10/- plus premium ₹4/-.
• Aggregate issue size revised from ₹79,03,24,248/- to ₹77,25,04,488/-.
• Reason: one proposed allottee, Mr. Rajesh Arora, sold 942 equity shares of the company on June 16, 2026 and hence became ineligible under Regulation 159(1) of SEBI ICDR; his proposed allotment of 12,72,840 shares stands withdrawn.
• Revisions also follow a review of transaction documents and comments/instructions received from BSE Limited on the in-principle approval application.

The two acquisitions

• Blisstering Electronics Private Limited (BEPL): acquire up to 30,83,479 equity shares, about 98.71% of BEPL's paid-up capital (earlier 31,03,479 shares / 99.35%). Consideration: up to 4,62,52,185 shares of the company at a swap ratio of 15:1; implied consideration ₹64,75,30,590/-.
• Bliss Cab Electronics Private Limited: acquire up to 1,11,02,870 equity shares, about 90.17% of its paid-up capital (earlier 1,23,12,870 shares / 100%). Consideration: up to 89,26,707 shares at a swap ratio of 201:250; implied consideration ₹12,49,73,898/-.

Stated rationale: consolidating ownership and control of BEPL for potential synergies, operational integration and cost efficiencies, and strategic expansion and integration through Bliss Cab.

Dilution and control

• Pre-issue capital: 64,74,600 shares. Post-issue: 6,16,53,492 shares, with the new shares forming 89.50% of post-issue paid-up capital.
• Existing promoter holding of 1,26,100 shares (1.95%) becomes part of a promoter block of 3,08,05,612 shares (49.96%) after the proposed allotments.
• Public shareholding moves from 63,48,500 shares (98.05%) to 3,08,47,880 shares (50.04%).
• Four proposed allottees — Misun Pure Lights Private Limited, Ravi Prakash Bothra, Vaaibhav Bothrra and Ashish Arora — will trigger the open offer process under the SEBI SAST Regulations, and may be classified as Promoters after completion. Ravi Prakash Bothra alone is proposed to receive shares equal to 32.38% of post-issue capital.
• The revised list has 65 proposed allottees, none of whom currently holds shares (pre-preferential holding Nil).

Pricing

A valuation report dated August 29, 2026 was obtained from a Registered Valuer. The minimum price under Regulation 164 of SEBI ICDR is stated as ₹13.98/- per share; the proposed price of ₹14/- is not below it.

What is pending

• In-principle approval of BSE Limited for the issue of 5,51,78,892 shares, plus listing and trading approvals.
• Shareholder approval by special resolution at the 31st AGM, whose notice and corrigendum stand modified by these revised particulars.
• Compliance with SAST open offer requirements; new shares will be subject to lock-in under Regulation 167 and rank pari passu with existing shares.

Why it matters: this is a large, non-cash expansion into two electronics businesses paid for entirely in new shares, involving very substantial dilution of existing holders and a change in control, and it remains subject to approvals.

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