Malabar India Fund Limited has increased its stake in Virtuoso Optoelectronics Ltd to 9.98% after converting outstanding warrants into equity shares. The transaction, completed on July 21, 2026, involved the allotment of 7,32,600 equity shares, pushing the acquirer’s holding above the 2% threshold mandated for disclosure under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The disclosure was submitted to the Bombay Stock Exchange Limited (BSE) on July 24, 2026, pursuant to Regulation 29(1) of the SEBI (SAST) Regulations, 2011. Malabar India Fund Limited is not part of the promoter or promoter group of Virtuoso Optoelectronics Ltd. The acquisition was executed through the conversion of warrants rather than open market purchases or preferential allotments.

Prior to this transaction, Malabar India Fund Limited held 23,44,323 equity shares, representing a 7.36% stake in the company’s total voting capital. Alongside these shares, the fund held 7,32,600 warrants that entitled it to receive additional voting rights. The total diluted holding before the conversion stood at 30,76,923 instruments, maintaining the 7.36% effective stake when viewed against the fully diluted capital.

Following the conversion, the fund’s direct equity holding rose to 32,51,923 shares. This increase brought its percentage stake to 9.98% of both the total share capital and the total diluted share/voting capital. No warrants remain with the acquirer post-conversion, and there are no encumbrances such as pledges or liens on these holdings.

Acquisition Details

The equity share capital of Virtuoso Optoelectronics Ltd expanded from 3,18,33,079 equity shares of ₹10 each to 3,25,65,679 equity shares of ₹10 each following the allotment. The total diluted share/voting capital is now recorded at 3,25,65,679 equity shares, assuming full conversion of any remaining outstanding convertible securities, although none were held by Malabar India Fund Limited at the time of filing.

What the Numbers Show

The conversion of warrants into equity shares eliminates the potential dilution risk associated with those specific instruments for the broader shareholder base, as the warrants are now exercised. For Malabar India Fund Limited, the move consolidates its position from a minority stake of 7.36% to nearly 10%, enhancing its voting power without requiring additional cash outlay for share purchases. The absence of encumbrances indicates that the entire holding is free and available for trading or further strategic action, subject to applicable lock-in periods if any were disclosed separately.

Virtuoso Optoelectronics Limited secured shareholder approval to raise capital aggregating ₹84,99,99,128 through a preferential issue of equity shares and unlisted fully convertible warrants. The resolutions were passed via an Extra-Ordinary General Meeting (EGM) held through Video Conferencing on July 12, 2026, with the voting results disclosed to BSE Limited on July 13, 2026. The approvals enable the issuance of up to 16,85,392 equity shares and up to 7,02,246 warrants at a price of ₹356 per share and per warrant.

Voting Results

The special resolutions were passed with a requisite majority, receiving 99.997% of the valid votes cast in favour. A total of 1,90,03,129 votes were polled, representing 59.6962% of the total outstanding shares. The remote e-voting facility was provided by Central Depository Services (India) Limited (CDSL), with the record date set as July 05, 2026.

Scrutinizer Report

CS Vishal Thawani of Vishal Thawani & Associates was appointed as the Scrutinizer to oversee the e-voting process. The report confirmed that 20 shareholders attended the meeting via video conferencing, while no shareholders were present in person. The detailed voting results and the scrutinizer's report have been made available on the company's website.