Subject to approval of Shareholders of the company the board has approved issue of Equity shares upto 37,75,000 on Preferential Basis.
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Hari Govind International Limited (BSE: 531971) held a board meeting on May 14, 2025 with multiple major decisions. The existing promoters are selling 30 lakh equity shares (60% of paid-up capital) to Shaju Thomas and Linta P Jose at ₹10 per share, totalling ₹3 crore, which will trigger a change of control and a mandatory open offer to public shareholders under SEBI takeover rules. The board also approved a preferential issue of 37.75 lakh equity shares at face value (₹10 each), aggregating ₹3.77 crore, to 14 allottees — including the incoming new promoters and several non-promoter entities/individuals. Two independent directors and a whole-time director were appointed, the main object clause of the MOA was altered to add businesses like baby food, readymade garments, textiles, toys, toiletries, and hygiene products, and the authorized share capital was increased from ₹5.25 crore to ₹10.25 crore. All material items are subject to shareholder approval via postal ballot.
This is a substantial restructuring event combining a change of control, ~43% equity dilution to specific allottees (issued at par with no premium), a possible pivot in business objects toward consumer/baby products, and management reshuffle. Existing public shareholders should expect a mandatory open offer from the new promoters and are advised to review the postal ballot items carefully, as the preferential issue at face value is dilutive without any premium being paid to the company.