Resourceful Automobile Limited has scheduled an Extra-Ordinary General Meeting (EGM) for October 8, 2026, to seek shareholder approval for a preferential issue of convertible equity warrants. The company plans to raise up to ₹1.53 crore through the issuance of 3,00,000 warrants to its promoter, Rahul Sawhney.

The warrants will be issued at a price of ₹51 each, which is slightly higher than the regulatory floor price of ₹50.85 determined based on the volume-weighted average price over the preceding 90 trading days. Each warrant carries the right to subscribe to one equity share of face value ₹10.

Capital Structure and Promoter Stake

The proposed transaction involves the issuance of warrants exclusively to Rahul Sawhney, who currently holds 45.63% of the company’s equity. Upon full conversion of the warrants into equity shares, his stake is projected to increase to 51.15%. This move consolidates promoter control while providing capital for business expansion without immediate dilution to public shareholders, as the funds are received only upon exercise.

The post-issue shareholding pattern assumes full subscription and conversion of all warrants. The non-promoter holding includes institutional investors, resident individuals, and others, with no new allotments proposed for these categories in this specific issue.

Use of Proceeds

The company intends to deploy the raised capital primarily towards expanding its electric vehicle (EV) distribution network. Approximately half of the proceeds, amounting to ₹75 lakh, will be utilized for opening new showrooms in Delhi and the National Capital Region (NCR). Another ₹75 lakh is allocated for working capital requirements, while the remaining ₹3 lakh will serve general corporate purposes.

Warrant Terms and Conditions

The convertible equity warrants will have a tenure of 18 months from the date of allotment. Key terms include:

• Exercise Price: 25% of the issue price (₹12.75 per warrant) is payable at subscription, with the remaining 75% (₹38.25) payable upon conversion.
• Conversion: Warrants convert into fully paid-up equity shares on a 1:1 basis.
• Lock-in: Shares issued upon conversion will be subject to lock-in periods as prescribed under SEBI ICDR Regulations.
• Lapse: Unexercised warrants will lapse after 18 months, with the paid amount forfeited by the company.

The EGM will be conducted via video conferencing or other audio-visual means. Remote e-voting facilities will be available from October 5, 2026, to October 7, 2026, through CDSL's e-voting platform.

Resourceful Automobile board of directors approved the preferential allotment of up to 3,00,000 convertible equity warrants at an issue price of ₹51 each on September 2, 2026. The transaction aims to raise ₹1,53,00,000 from its Managing Director and promoter, Rahul Sawhney.

Deal Structure

The company will issue the warrants in one or more tranches to Sawhney. Each warrant carries a face value of ₹10 and includes a premium of ₹41. Upon exercise, each warrant converts into one fully paid-up equity share of the company.

The issuance complies with Section 23, 42, and 62(1) of the Companies Act 2013, as well as Chapter V of the SEBI ICDR Regulations 2018. The price was determined in accordance with applicable regulatory guidelines.

Shareholding Impact

The allotment will increase Rahul Sawhney’s stake in the company. He currently holds 12,11,947 equity shares, representing 45.63% of the total share capital. Post-allotment, his holding will rise to 15,11,947 shares, accounting for 51.15% of the equity.

Regulatory Approvals

The board convened an Extra-Ordinary General Meeting to seek shareholder approval for the preferential issue via a Special Resolution. Ms. Mayuri Sinha, a Practicing Company Secretary, has been appointed as the scrutinizer for the e-voting process to ensure transparency.

What the Numbers Show

The preferential issuance consolidates promoter control within the company. By increasing his stake from 45.63% to 51.15%, Rahul Sawhney moves closer to a majority voting position, which may streamline decision-making processes for future corporate actions without requiring extensive minority shareholder consensus.