Rox Hi-Tech has scheduled an Extraordinary General Meeting (EGM) for August 21, 2026, to seek shareholder approval for a preferential allotment of equity shares and fully convertible warrants (FCWs). The move aims to raise up to ₹18.01 crore from public category investors, strengthening the company’s capital base for new business initiatives and working capital requirements.

The Board of Directors, in its meeting on July 25, 2026, approved the issuance of up to 20,00,000 equity shares and 25,00,000 FCWs at a uniform price of ₹40.03 per security. The equity shares will be allotted for cash, while the FCWs are convertible into equity shares within 18 months. The issue price was determined based on the volume-weighted average price (VWAP) over the preceding 10 trading days and validated by an independent registered valuer, Corporate Professionals Valuation Services Private Limited.

Issue Structure and Allottees

The preferential issue is divided into two components: equity shares and fully convertible warrants. The equity component amounts to ₹8,00,60,000, while the warrant component totals ₹10,00,75,000. All proposed allottees belong to the "Public" category, ensuring no dilution in promoter control.

Key allottees include Amit R Agarwal, who is set to receive 6,00,000 equity shares and 3,00,000 warrants, and Amit Agarwal HUF, which is allocated 9,00,000 warrants. Other notable participants include Resource Vincom Private Limited and Avora SME Fund 1.

Utilization of Proceeds

The company intends to deploy the raised funds across three primary areas. Approximately ₹9.01 crore will be infused into new business initiatives, while ₹4.50 crore each will be allocated for working capital requirements and general corporate purposes. The utilization timeline extends until September 30, 2028. Pending deployment, gross proceeds will be deposited in scheduled commercial banks as per Reserve Bank of India guidelines.

Regulatory Compliance and Lock-in

Pursuant to Regulation 162A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the company is exempt from appointing a monitoring agency since the issue size does not exceed ₹100 crore. However, all securities issued under this scheme will be subject to lock-in periods as prescribed by SEBI ICDR Regulations. Additionally, any pre-existing shareholding of the allottees will also be locked in.

What the Numbers Show

The preferential issue results in significant dilution for existing shareholders if all warrants are converted. On a fully diluted basis, including outstanding ESOPs, the promoter shareholding will decrease from 58.76% to approximately 53.47%. Despite this dilution, promoters retain controlling interest, maintaining stability in management structure. The issue price of ₹40.03 reflects a premium over the face value of ₹10, indicating investor confidence in the company’s future growth prospects.

rox hi-tech reported a net profit of ₹1,763.94 lakh for the financial year ended March 31, 2026, a decrease of 8.7% from ₹1,931.78 lakh in the previous year. Revenue from operations for the period rose to ₹21,063.30 lakh compared to ₹18,650.68 lakh in FY25, driven by higher sales. The company’s total expenses for the year increased to ₹18,837.33 lakh from ₹16,364.18 lakh in the prior year.

The board approved the audited standalone and consolidated financial results for FY26. The statutory auditor, Krishaan & Co., Chartered Accountants, issued an unqualified opinion on the results, confirming they present a true and fair view of the company's financial position. The auditor noted that the consolidated results include the financials of subsidiaries such as Rox Hi-Tech Pte Limited, Rox Hi-Tech – Mauritius, and Rox Hi-Tech LLC.

Financial Performance

The company’s earnings per share (EPS) on a basic basis stood at ₹7.72 for FY26, down from ₹8.46 in the previous year. Diluted EPS was reported at ₹7.69 for FY26. The paid-up equity share capital as of March 31, 2026, was ₹2,293.77 lakh, with a face value of ₹10 each.

The following table summarizes the key financial metrics for the standalone entity:

Regulatory Filings and Rectifications

ROX Hi-Tech filed revised XBRL and PDF financial results for FY26 to address discrepancies identified by the National Stock Exchange of India Limited. The revisions corrected inadvertent format omissions, line-item gaps, and minor decimal rounding discrepancies observed in the standalone and consolidated financial results. Specifically, the company rectified a mismatch in Consolidated Profit & Loss figures between XBRL and PDF formats caused by a computational decimal casting error, and a typographical extraction error in the Standalone Diluted EPS.

The company also updated its disclosure on the utilization of issue proceeds in accordance with SEBI (LODR) Regulations, 2015, and an NSE circular dated September 05, 2024. The updated disclosure was included under Note No. 7 of the financial results.

Capital Allocation and Warrants

On October 29, 2025, the company allotted 30,92,782 convertible equity share warrants on a preferential basis to the promoter and promoter group. Each warrant was issued at a price of ₹48.50, comprising a subscription price of ₹12.125 and a warrant exercise price of ₹36.375. As of the reporting date, the company received ₹3,74,99,981.75, representing the 25% subscription amount. The balance is payable upon the exercise of the warrants, which can occur within 18 months from the date of allotment.

A certificate from Krishaan & Co. confirmed that the entire issue proceeds of ₹3,74,99,981.75 were fully utilized for working capital requirements as of March 31, 2026, with no deviation from the objects stated in the private placement offer document.