Preferential issue for share swap revised to 5,51,78,892 shares at ₹14; one allottee withdrawn

Board has revised the proposed preferential issue (shares against acquisitions, no cash).

Wed 30 Sep 2026

Revised share issue size

up to 5,51,78,892 equity shares at ₹14/- per share

Revised issue value

₹77,25,04,488 (earlier ₹79,03,24,248)

BEPL stake to be acquired

98.71% (revised from 99.35%) at swap ratio 15:1

Bliss Cab stake to be acquired

90.17% (revised from 100%) at swap ratio 201:250

Post-issue shareholding dilution

New allottees 89.50%, public shareholding reduced from 98.05% to 50.04%

What was announced

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 revisions follow a review of transaction documents, withdrawal of one proposed allottee, and comments received from BSE Limited on the in-principle approval application.

Revised issue size

• Shares revised from up to 5,64,51,732 to up to 5,51,78,892 equity shares
• Issue price ₹14/- per share (face value ₹10/- plus premium ₹4/-)
• Aggregate revised from ₹79,03,24,248/- to ₹77,25,04,488/-
• Minimum price under ICDR Regulation 164 stated as ₹13.98/- per share
• Valuation report dated August 29, 2026 obtained from a Registered Valuer

Why the change

It was observed that Mr. Rajesh Arora had sold 942 equity shares of the Company on June 16, 2026, making him ineligible as a proposed allottee under Regulation 159(1) of SEBI ICDR. His proposed allotment of 12,72,840 shares stands withdrawn.

The two acquisitions

• Blisstering Electronics (BEPL): shares to be acquired revised from 31,03,479 to 30,83,479, i.e. from 99.35% to 98.71% of BEPL's paid-up capital; company shares to be issued revised from 4,65,52,185 to 4,62,52,185 at a swap ratio of 15:1; implied consideration ₹64,75,30,590
• Bliss Cab Electronics: shares to be acquired revised from 1,23,12,870 to 1,11,02,870, i.e. from 100% to 90.17%; company shares to be issued revised from 98,99,547 to 89,26,707 at a swap ratio of 201:250; implied consideration ₹12,49,73,898

What the reader should note on dilution

No money comes into the company. Existing paid-up capital is 64,74,600 shares; post-issue it would be 6,16,53,492 shares, with the new allottees holding 89.50% of the enlarged capital. Promoter shareholding moves from 1,26,100 shares (1.95%) to 3,08,05,612 shares (49.96%), and public shareholding from 63,48,500 shares (98.05%) to 3,08,47,880 shares (50.04%).

Control and open offer

There are 65 proposed allottees. Four of them — Misun Pure Lights Private Limited, Ravi Prakash Bothra, Vaaibhav Bothrra and Ashish Arora — will trigger the open offer process under the SEBI Takeover Regulations, and may be classified as Promoters after completion of the transaction and the open offer.

Conditions

The issue and acquisitions remain subject to statutory and regulatory approvals, including BSE in-principle approval (application submitted for 5,51,78,892 shares), listing and trading approval, and shareholder approval of the revised special resolution at the 31st AGM. Shares allotted will rank pari passu and be subject to lock-in under Regulation 167 of SEBI ICDR.

Rationale stated

The issue discharges the consideration for acquiring BEPL and Bliss Cab, aimed at consolidating ownership and control over BEPL and enabling strategic expansion and integration, subject to completion and future business performance.

Nothing here is a view, opinion or recommendation of ScoutQuest, its parent, directors or employees. ScoutQuest is a technology company: this page was assembled automatically from public sources using artificial intelligence, and may contain errors or omissions. Confirm everything against the original source before you act on it. Any use of this page is at your own risk, and neither ScoutQuest nor its parent, directors or employees accepts liability for it.