The Board of Directors of the Company at its meeting held today, i.e. Monday, December 22, 2025, has inter alia considered and approved the issue of equity shares on a preferential basis
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The Board approved multiple major actions: (1) a Share Purchase Agreement under which Northvale Capital Partners (Singapore) will acquire 90,000 shares from promoters, triggering a change of control subject to SEBI SAST approval; (2) a preferential issue of 40,00,000 equity shares to Northvale at Rs. 10 per share, raising about Rs. 4 crore; (3) a 100% acquisition of E-Tunnel Inc., South Korea (a biometric authentication hardware company with CY2024 turnover of Rs. 21.14 crore) through a share swap, issuing up to 26,64,03,280 equity shares at Rs. 10 each (worth about Rs. 266.40 crore) in a 1:121 ratio; (4) an increase in authorized share capital from Rs. 6.5 crore to Rs. 275 crore; and (5) appointment of two new independent directors. Post these allotments, Northvale along with PACs will hold 73.72% of the expanded share capital, with public holding shrinking to 26.28%. An EGM is scheduled for January 19, 2026, to seek shareholder approval.
This is a highly dilutive event for existing shareholders — the share count will expand dramatically (adding over 30 crore new shares) while public holding drops to roughly a quarter of the post-issue capital. The change of control to a Singapore-based acquirer and a pivot into the biometric security business represent a fundamental business transformation, with near-term stock pressure likely from the massive dilution and change-of-control overhang.