Enclosed herewith Board Meeting Outcome dated 22/04/2025 along with Promoter Reclassification Letter
Awaiting price reaction for this filing.
The board approved issuing 1,78,16,666 equity shares at Rs. 10 per share (face value) on a preferential basis to 56 allottees, which is over 8 times the existing paid-up capital of 21,83,334 shares. Mr. Paresh Gushabhai Satani and his Persons Acting in Concert (family members) will receive 1,27,64,427 shares (63.82% of the issue), and combined with a Share Purchase Agreement from existing promoter Satyajit Mishra, will hold 69.56% of the enhanced capital. This triggers an Open Offer under SEBI Takeover Regulations, with Corpwis Advisors appointed as the merchant banker. The board also approved raising authorised capital from Rs. 3.25 crore to Rs. 20 crore, increasing borrowing powers to Rs. 1,000 crore, and reclassifying the outgoing Vora family promoters (Kiran Vora, Mukesh Vora, Prerna Vora, Malini Vora and HUFs) as public shareholders. An EOGM is scheduled for May 27, 2025 for shareholder approvals.
This filing marks a complete change of control to the Satani family, with massive equity dilution — existing public shareholders' stake will shrink to roughly 30.44% of the enhanced capital. The Open Offer mechanism provides public shareholders a potential exit window, but no open offer price has been disclosed yet. The Rs. 1,000 crore borrowing limit hike signals ambitious expansion plans, though the share price may remain under pressure due to the heavy dilution and change in promoter identity.