AUDROC Limited has allotted 3,75,00,000 Fully Convertible Equity Warrants (FCEWs) to non-promoter investor Krishnaben Rajendrakumar Patel on August 11, 2026. The allotment was executed at an issue price of ₹4.00 per warrant, comprising a face value of ₹1.00 and a premium of ₹3.00. This transaction represents the second tranche of a preferential issue previously approved by the company’s members via special resolution on June 27, 2026. While the allotment raises capital commitments, it does not currently alter the company’s paid-up share capital, as the instruments are convertible rather than immediate equity.

The Board of Directors approved the allotment during a meeting held on August 11, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The move follows in-principle approvals granted by the BSE on August 07, 2026. The company confirmed receipt of 25% of the consideration amount from the allottee, adhering to the upfront payment requirements under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Allotment Details

Conversion Terms and Timeline

Each warrant is convertible into an equivalent number of fully paid-up equity shares with a face value of ₹1.00. The conversion option is exercisable by the allottee within a maximum period of 18 months from the date of allotment. The remaining 75% of the warrant issue price is payable only upon the exercise of the conversion option. The final number of equity shares allotted upon conversion will be subject to adjustments permitted under applicable laws and regulations.

Post-Issue Shareholding Impact

The filing discloses that the post-issue shareholding pattern has been computed assuming the full allotment of 20,00,00,000 warrants and their subsequent conversion into equity shares. Under this hypothetical scenario, Krishnaben Rajendrakumar Patel’s holding would represent 18.16% of the post-issue equity share capital. However, since only 3,75,00,000 warrants have been allotted in this tranche and no conversion has yet occurred, there is no immediate change in the paid-up share capital or the actual shareholding percentage.

What the Numbers Show

The structure of this issuance highlights a phased capital-raising strategy. By issuing Fully Convertible Equity Warrants rather than direct equity, AUDROC Limited secures upfront commitment (25% payment) while deferring the majority of the cash inflow (75%) until conversion. This mechanism allows the company to raise funds without immediate dilution of existing shareholders’ stakes. The significant premium of ₹3.00 over the ₹1.00 face value suggests the warrants are priced at a discount to the prevailing market price of the equity shares, providing the investor with potential upside if the stock price appreciates above the effective conversion cost within the 18-month window.

Audroc Limited appointed Brickwork Ratings India Private Limited as the monitoring agency for its preferential issue of up to 20,00,00,000 (Twenty Crore) Convertible Equity Warrants. The Board of Directors approved the appointment on August 04, 2026, ensuring compliance with SEBI regulations for the equity raise initially approved in June 2026. The company simultaneously replaced its internal auditor, appointing Mikil Vora & Associates for a five-year tenure to oversee financial controls.

The appointment of Brickwork Ratings addresses regulatory requirements under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The monitoring agency’s term remains valid until 100% utilization of the issue proceeds. This step is critical for maintaining transparency in the capital raising process, which involves convertible instruments that may impact share capital structure upon conversion.

Monitoring Agency Appointment

Brickwork Ratings India Private Limited, a SEBI-registered Credit Rating Agency, was engaged via an agreement dated August 04, 2026. The agency is accredited by the RBI and offers rating services on bank loans, NCDs, commercial paper, and fixed deposits. Brickwork Ratings is promoted by Canara Bank, a leading public sector bank, and was founded by bankers and credit rating professionals. The appointment ensures independent oversight of the preferential allotment process.

Internal Auditor Transition

The Board noted the resignation of the previous internal auditor due to pre-occupation, effective August 04, 2026. To maintain continuous audit coverage, Audroc Limited appointed Mikil Vora & Associates as the new internal auditor. The firm, established in 2012, provides assurance, taxation, advisory, and financial consulting services to corporates, SMEs, and startups. The appointment covers a period of five financial years, from FY27 to FY31.

What the Numbers Show

The preference for a monitoring agency with public sector backing (Canara Bank) suggests a focus on regulatory robustness for the warrant issue. The five-year internal audit mandate indicates a long-term commitment to strengthening governance frameworks following the capital raise.