Dhenu Buildcon Infra Limited has successfully completed its major capital restructuring initiative by allotting 591.55 crore equity shares to six non-promoter entities, converting outstanding unsecured loans worth ₹840.00 crore into equity. The Mumbai-based company's board approved the allotment on December 27, following earlier approvals from the board in July and shareholders in August.

Share Allotment Details

The company allotted 5,91,54,92,940 equity shares of face value ₹1 each at an issue price of ₹1.42 per share, including a premium of 42 paise. The allotment was made following BSE's in-principle approval granted on December 15.

Allottee Details and Shareholding

The preferential allotment was made to six non-promoter entities, with all allottees having zero shareholding before the issue. The post-allotment shareholding structure shows significant ownership distribution among the new investors.

Corporate Approvals and Timeline

The transaction received comprehensive approvals across multiple stages. The board initially approved the proposal on July 21, followed by shareholder approval at the Annual General Meeting held on August 18. BSE Limited granted in-principle approval on December 15, leading to the final board meeting and allotment completion on December 27.

Impact on Capital Structure

This development represents the completion of Dhenu Buildcon Infra's significant capital restructuring plan, originally announced to increase authorized share capital from ₹2.25 crore to ₹1,000 crore. The conversion of debt to equity is expected to strengthen the company's balance sheet by reducing interest burden and improving financial flexibility.

Share Characteristics

The allotted equity shares will be issued in dematerialized form and will rank pari-passu with existing equity shares in all respects. The successful completion of this preferential allotment marks a major milestone in the company's financial restructuring strategy, transforming substantial debt obligations into equity capital.

Dhenu Buildcon Infra Limited has announced significant changes in its leadership and auditing structure, signaling a new chapter in the company's governance.

New Executive Director Appointment

The Board of Directors has appointed Mr. Kalpesh Bhanushali (DIN: 11200720) as an Additional Executive Director, effective July 21, 2025. Mr. Bhanushali, a Commerce Graduate with financial literacy, brings valuable expertise in accounting and financial aspects of the company. His appointment is subject to shareholder approval at the upcoming 117th Annual General Meeting (AGM).

Mr. Bhanushali's initial term is set for up to three months, with a potential extension for a five-year term upon shareholder approval. This appointment aims to strengthen the company's executive leadership and financial oversight.

New Secretarial Auditor

In a move to enhance its corporate governance practices, Dhenu Buildcon has appointed M/s Ramesh Chandra Bagdi & Associates as the new Secretarial Auditor. The Indore-based firm, known for its expertise in corporate and SEBI laws, has been engaged for a five-year term starting from the Financial Year 2025-2026, subject to shareholder approval at the upcoming AGM.

Statutory Auditor Resignation

In a significant development, the company's statutory auditors, M/s Subramanium Bengali & Associates (ICAI Firm Registration No. 127499W), have tendered their resignation effective July 21, 2025. The auditors cited their inability to continue due to changes in stakeholders during the last financial year as the primary reason for their departure.

New Internal Auditor

Dhenu Buildcon Infra Limited has appointed Mr. Asutosh Sahu as the Internal Auditor of the company, effective July 21, 2025, as approved by the Board of Directors. The appointment was made in compliance with section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 for conducting Internal Audit of the Company. Mr. Sahu is a graduate in the field of Accounts with knowledge and experience in accounting. The company disclosed that there are no relationships between directors in connection with this appointment.

Additional Board Decisions

The Board meeting, which lasted from 04:45 PM to 07:15 PM on July 21, 2025, also resulted in several other key decisions:

1. Approval of a supplementary loan agreement with non-promoter group members.
2. A significant increase in the company's Authorized Share Capital from ₹2.25 crore to ₹1,000.00 crore, subject to shareholder approval.
3. Proposed issuance of up to 5,91,54,92,940 equity shares at ₹1.42 per share on a preferential basis to non-promoter category investors, converting existing unsecured loans.
4. Scheduling of the 117th AGM for August 18, 2025, to be held via video conferencing.

These changes reflect Dhenu Buildcon Infra Limited's efforts to strengthen its corporate structure and financial position. The company's shareholders and the market will be keenly watching how these developments impact its future performance and governance.