Mizzen Ventures Limited has completed a significant warrant conversion transaction, resulting in substantial acquisition of shares by Hitesh Natwarlal Kawa and his person acting in concert (PAC). The Board of Directors approved the allotment of 8,10,000 equity shares during their meeting held on March 30, 2026, triggering regulatory disclosure requirements under SEBI takeover regulations.

Warrant Conversion and Share Allotment

The allotment involved the conversion of 8,10,000 warrants into an equal number of equity shares with a face value of ₹10/- each. The company received the balance consideration of ₹3,15,90,000/- from the allottee, representing 75% of the issue price of ₹52/- per warrant. This conversion was executed in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Substantial Acquisition Disclosure

Following the warrant conversion, Hitesh Natwarlal Kawa has acquired a substantial stake in Mizzen Ventures Limited, necessitating disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquisition details reveal significant changes in shareholding patterns.

Impact on Share Capital Structure

The warrant conversion has resulted in a substantial increase in the company's paid-up share capital. Following this allotment, Mizzen Ventures Limited has achieved complete conversion of all outstanding warrants into equity shares. The company's equity share capital increased from ₹21,18,50,000/- to ₹21,99,50,000/-, now comprising 2,19,95,000 equity shares of face value ₹10/- each.

Regulatory Compliance and Disclosure

The transaction was conducted in full compliance with SEBI regulations, including Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The substantial acquisition disclosure was filed as required under takeover regulations, with Hitesh Natwarlal Kawa and his PAC Roopal Hitesh Kawa now holding a combined 5.73% stake in the company. The newly allotted equity shares will rank pari passu in all respects with the existing equity shares of the company.

Mizzen Ventures Limited, formerly known as Jyothi Infraventures Limited, operates under CIN L70200TG1995PLC019867 and is listed on BSE Limited. The company maintains its registered office in Hyderabad, Telangana, and corporate office in Mumbai, Maharashtra.

Mizzen ventures Limited has successfully conducted its separate meeting of Independent Directors on March 30, 2026, fulfilling its regulatory obligations under the Companies Act, 2013 and SEBI regulations. The meeting was held at the company's registered office in Hyderabad, demonstrating the company's commitment to corporate governance standards.

Meeting Details and Compliance

The Independent Directors meeting was conducted in accordance with Section 149(7) read with Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting duration was structured efficiently, commencing at 3.30 pm IST and concluding at 4.30 pm IST.

Key Agenda Items Reviewed

The Independent Directors conducted a comprehensive evaluation covering three critical areas of corporate governance. The meeting addressed essential aspects of board effectiveness and organizational communication flow.

The directors reviewed:

• Performance evaluation of Non-Independent Directors and the Board as a whole
• Assessment of the Chairperson's performance, incorporating perspectives from both Executive and Non-Executive Directors
• Quality, quantity, and timeliness evaluation of information flow between company management and the Board

Corporate Governance Significance

This separate meeting represents a mandatory corporate governance practice designed to ensure independent oversight of board performance. The evaluation process enables Independent Directors to assess board effectiveness without the presence of management or non-independent directors, maintaining objectivity in the review process.

The meeting particularly focused on assessing whether the Board receives adequate information from management to perform its duties effectively. This evaluation is crucial for maintaining transparency and ensuring that directors have access to necessary data for informed decision-making.

Company Information

Mizzen Ventures Limited, formerly known as Jyothi Infraventures Limited, operates with its registered office located in Kondapur, Hyderabad, Telangana. The company maintains its corporate office in Mumbai and is listed on BSE with scrip code 531537. The meeting was signed off by Independent Director Kumudini Jitendra Tiwari, who holds DIN 11024743.