Please find the enclosed notice of postal ballot
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Clio Infotech Ltd is seeking shareholder approval via postal ballot (e-voting from May 14 to June 12, 2026) for two special business items. Item 1 proposes the issuance of up to 21,750,000 warrants convertible into equity shares to Falcon Peak Fund (CEIC) LTD (a non-promoter entity) at INR 10 per warrant, raising up to ₹21.75 crore. The warrants require 25% payment upfront and 75% at the time of conversion, which must occur within 18 months of allotment, otherwise they lapse and the upfront amount is forfeited. The funds will be used to repay existing borrowings and for general corporate purposes, working capital, and potential acquisitions. Item 2 seeks approval to increase the limit under Section 186 of the Companies Act, 2013, allowing the company to give loans, guarantees, or invest in securities up to ₹100 crore (beyond the standard 60% of paid-up capital plus free reserves or 100% of free reserves threshold). The floor price of INR 10 was certified by an independent registered valuer as per SEBI ICDR Regulations.
If the warrant issuance passes, it will significantly dilute existing shareholders as up to 21.75 crore new equity shares may be issued. The company receives capital without immediate full payment, and conversion by the allottee would bring fresh equity onto the register. The Section 186 expansion gives the board greater flexibility for inter-corporate investments and loans.