Pakka Limited has scheduled an extraordinary general meeting (EGM) for May 5, 2026, at 05:00 PM IST to be conducted through video conferencing. The meeting will address significant corporate restructuring initiatives including authorized share capital enhancement and substantial fundraising through preferential securities issuance.

Authorized Share Capital Enhancement

The company proposes to increase its authorized share capital substantially to facilitate upcoming business requirements and fundraising activities.

The proposed increase requires shareholder approval under Section 61 of the Companies Act, 2013, and consequential amendment to the Capital Clause of the Memorandum of Association.

Preferential Securities Issuance

The company seeks approval for a comprehensive preferential issue aggregating INR 129,91,00,000 comprising equity shares and convertible warrants to fund the Jagriti Project expansion.

Convertible Warrants to Promoter Group

The warrants carry conversion rights into equivalent fully paid-up equity shares of INR 10 face value each. Warrant holders must pay 25% of the issue price upfront, with the balance 75% payable during conversion.

Equity Shares to Non-Promoters

The company will allot 27,20,000 fully paid-up equity shares to Alternative Investment Funds managed by Neo Alternative Asset Managers Private Limited.

Jagriti Project Expansion

The fundraising supports the ongoing Jagriti Project at the Ayodhya Plant, which has experienced scope expansion and timeline adjustments since initial approval.

The project cost revision from INR 675 crores to INR 750 crores and four-month delay reflects technical adjustments in machinery and infrastructure requirements.

Pricing and Regulatory Compliance

The issue price of INR 110 per security complies with SEBI ICDR Regulations floor price requirements. The relevant date for pricing determination is April 2, 2026, being 30 days prior to the EGM date.

Care Ratings Limited has been appointed as the monitoring agency to oversee fund utilization, given the issue size exceeds INR 100 crores.

Shareholding Impact

Post-issuance, assuming full warrant conversion, the promoter group shareholding will increase from 41.65% to 49.00%, while maintaining compliance with minimum public shareholding requirements. The preferential issue will not result in change of control but will strengthen the company's capital structure for expansion activities.

Shareholders can participate in the virtual meeting through NSDL's e-voting platform, with remote e-voting available from May 2-4, 2026. The cut-off date for voting eligibility is April 30, 2026.

Pakka Limited announced the lapse of 36,00,000 fully convertible warrants that were allotted on a preferential basis, following the expiry of the conversion deadline on April 13, 2026. The company disclosed this development in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Warrant Details and Timeline

The warrants were originally allotted on October 14, 2024, at an issue price of ₹272 per warrant in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Under the terms of issuance, warrant holders had 18 months from the allotment date to exercise their conversion option by paying the balance consideration.

Warrant Holders and Distribution

The lapsed warrants were held by two entities. Carelian Bharat Amritkaal Fund held 20,50,000 warrants, while Carnelian Asset Management LLP held 15,50,000 warrants. Neither entity exercised their conversion option within the stipulated timeframe.

Financial Impact

As per Regulation 169(1) of the SEBI ICDR Regulations, the company has forfeited the upfront amount equivalent to 25% of the issue price that was received at the time of warrant allotment. The total forfeited amount stands at ₹24,48,00,000.

Capital Structure Impact

The company clarified that there is no change in its paid-up equity share capital following the lapse of these warrants. The lapse means that the potential dilution that would have occurred upon conversion of these warrants into equity shares will not materialize.

Regulatory Compliance

Pakka Limited made this disclosure in accordance with SEBI regulations and referenced the SEBI Master Circular dated January 30, 2026, regarding the lapse of fully convertible warrants. The information has also been made available on the company's website at pakka.com for stakeholder reference.