1. Issuance of up to 35,02,671 equity shares of the Company having face value of Rs. 10/- each on a preferential basis against acquisition of up to 51% of the paid-up equity share capital ....
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The Board, meeting on 21 February 2026 (reconsidering decisions from 14 February 2026), approved three items. First, acquiring up to 51% of Calcio Restaurants Private Limited — a Mumbai-based hotels and restaurants business — through a share swap by issuing up to 35,02,671 equity shares at Rs. 100 each (face value Rs. 10, premium Rs. 90), valued at roughly Rs. 35.03 crore. Calcio, which posted strong revenue growth (turnover rising from Rs. 10.26 crore in FY23 to Rs. 27.84 crore in FY24 and Rs. 52.03 crore in FY25), will become a subsidiary of UVS. Second, a cash preferential issue of up to 15,83,000 equity shares to non-promoters at Rs. 100 each, raising about Rs. 15.83 crore. Third, issue of up to 31,65,000 convertible warrants to non-promoters at Rs. 100 each, raising about Rs. 31.65 crore, with an 18-month exercise window. All three are subject to shareholder and regulatory approvals.
The Calcio acquisition adds a fast-growing hospitality business (turnover ~5x in 3 years) as a subsidiary and is funded entirely via share swap with no cash outflow. However, the combined equity and warrant issuance will raise UVS's paid-up capital from Rs. 38.13 crore to about Rs. 42.11 crore on a fully diluted basis, diluting existing shareholders by roughly 10% and bringing in new non-promoter holders.