Enclosed herewith Notice of Postal Ballot.
SCANSTL · price
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Awaiting price reaction for this filing.
Scan Steels has sent out a Postal Ballot notice seeking shareholder approval through e-voting (April 15 to May 14, 2025) for two items. The first is an Ordinary Resolution to alter the Authorised Share Capital by reclassifying the existing share structure — converting the Non-cumulative Redeemable Preference Share portion into Non-cumulative Optionally Convertible Redeemable Preference Shares (OCRPS), while keeping total authorised capital unchanged at Rs. 86.5 crore. The second is a Special Resolution to issue and allot up to 20,42,133 OCRPS at Rs. 61 each (face value Rs. 10 + premium of Rs. 51) to three specific allottees on a private placement basis: Bayanwala Brothers (11,07,508), Gopikar Supply (4,67,527) and Ascon Merchandise (4,67,098). These OCRPS are being issued in exchange for the company's remaining 28,31,139 Non-Convertible Redeemable Preference Shares (NCRPS), essentially converting the existing instrument rather than raising fresh cash. Each OCRPS carries a 1% annual dividend and is convertible into 1.05 equity shares at the holder's option any time before August 11, 2035, with a redemption floor of Rs. 90 per share if not converted.
This is a restructuring of existing preference shares, not a new capital raise, so no fresh money is coming in. However, it does create a future dilution overhang — if all 20,42,133 OCRPS are converted at 1.05x, the company will issue up to ~21.44 lakh new equity shares to these three allottees, who appear to be promoter-group or related entities. Shareholders should focus on the OCRPS conversion terms and the identity of the allottees before voting.