ENCLOSED HEREWITH BOARD MEETING OUTCOME DATED 09/04/2025
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The board approved issuing 70 lakh equity shares on a preferential basis at Rs. 12 per share (face value Rs. 10) to 23 proposed allottees. Five allottees acting in concert will subscribe to 43 lakh shares (43%), which triggers an open offer under SEBI takeover rules (Regulation 3 and 4). Together with share purchase agreements from existing shareholders, the acquirer group will end up holding 70.55% of the enhanced share capital, leaving public shareholders with only about 29.45%. The company also confirmed that Solarfusion Renewables Private Limited is now its 100% subsidiary after full payment was made before March 31, 2025. To accommodate the new shares, the authorised capital will be raised from Rs. 3 crore to Rs. 10 crore. Two independent directors, Mrs. Himani Bhootra and Mr. Bharatkumar Pramodbhai Suchak, resigned effective April 9, 2025, and five additional directors will be regularised (four as Independent Directors and one as Managing Director) at an EOGM scheduled for May 15, 2025.
This is a significant change-of-control event. Existing public shareholders will be heavily diluted to roughly 29.45% of the company, and a mandatory open offer from the acquirer group is expected. Retail investors should watch for open offer details and the May 15, 2025 EOGM, where they will vote on the preferential allotment and new directors.