Active Clothing Co Ltd promoters have acquired 10,00,000 fully convertible warrants through preferential allotment on March 18, 2026, according to a regulatory disclosure filed under SEBI SAST Regulations. The warrant acquisition will increase the promoter group's total holding to 70.88% of the fully diluted share capital upon conversion within 18 months.

Promoter Group Warrant Acquisition

The promoter group comprising Rajesh Mehra, Renu Mehra, and Kalika Mehra acquired the warrants as persons acting in concert. The distribution among promoter group members shows strategic allocation:

Current Promoter Holdings Structure

Before the warrant acquisition, the promoter group maintained substantial equity positions totaling 73.58% of the existing share capital. Their current shareholding structure demonstrates strong promoter control:

Total Warrant Allotment Details

The company issued a total of 20,00,000 convertible warrants to both promoter and non-promoter groups. While promoters acquired 10,00,000 warrants, the remaining 10,00,000 warrants were allocated to non-promoter entities including Stellant Securities (India) Limited and its associates.

Capital Structure Impact

The warrant allotment significantly impacts the company's capital structure. Before the allotment, Active Clothing Co Ltd had 1,55,12,215 equity shares of face value ₹10 each, aggregating ₹15,51,22,150. Upon full conversion of all outstanding warrants, the total diluted share capital will increase to 1,75,12,215 equity shares with an aggregate value of ₹17,51,22,150.

Regulatory Compliance

The disclosure was made under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The warrants were subscribed with an upfront payment of 25% of the issue price as per SEBI (ICDR) Regulations 2018. Each warrant is convertible into one equity share within 18 months from the allotment date. The company's shares are listed on BSE Limited under scrip code 541144.

Active Clothing Co Limited has successfully completed the allotment of its convertible warrants following BSE Limited's in-principle approval received on March 11, 2026. The company's Issue Committee approved the allotment of 20,00,000 convertible warrants on March 18, 2026, marking the completion of its ₹23 crore preferential issue.

Warrant Allotment Completion

The Issue Committee meeting held on March 18, 2026, formally approved the allotment of warrants to both promoters and non-promoter investors. The company has received an upfront payment of ₹5.75 crores, representing 25% of the total issue value.

Investor Distribution and Shareholding Impact

The warrant allotment includes six investors across promoter and non-promoter categories. The distribution demonstrates a balanced approach between existing promoters strengthening their position and new investors joining the company.

Regulatory Framework and Compliance

The allotment follows comprehensive regulatory approvals including Board of Directors' approval on January 27, 2026, and shareholders' approval at the Extra-Ordinary General Meeting held on February 26, 2026. BSE Limited's in-principle approval was secured on March 11, 2026, enabling the completion of the allotment process.

Key compliance requirements include adherence to Companies Act 2013, Securities Contracts (Regulation) Act 1956, and SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018. The company must ensure strict monitoring of trading activities by allottees and prevent any non-compliance with SEBI regulations regarding trading restrictions.

Conversion Terms and Future Obligations

Each warrant provides the right to convert into one fully paid-up equity share upon payment of the balance ₹86.25 per warrant within 18 months from the allotment date. Unexercised warrants will lapse after this period, with the upfront payment being forfeited by the company. The company must submit a listing application within twenty days from the allotment date along with applicable fees as per LODR Regulations.