Dhenu Buildcon Infra Limited , a Mumbai-based company, has unveiled plans for a significant capital restructuring initiative involving the conversion of outstanding unsecured loans worth ₹839.99 crore into equity shares through a preferential issue. The company's board has approved the issuance of up to 591.54 crore equity shares at ₹1.42 per share to six non-promoter entities.

Key Details of the Proposed Transaction

• The company will issue equity shares to convert unsecured loans of ₹839.99 crore.
• Up to 591.54 crore new equity shares will be issued at ₹1.42 per share.
• The issue price represents a premium to the current market price.
• Six non-promoter entities will participate in this preferential allotment.

Participating Entities

The entities participating in this preferential issue include:

1. Golkonda Aluminium Extrusions Limited
2. Shanta Agencies Private Limited
3. Shri Niwas Leasing and Finance Limited
4. Tiaan Consumer Limited
5. Twinkle Mercantiles & Credits Private Limited
6. Utsav Securities Limited

Impact on Share Capital

This move will lead to a substantial increase in the company's equity base. To accommodate this, Dhenu Buildcon Infra has proposed to increase its authorized share capital from ₹2.25 crore to ₹1,000 crore.

Financial Performance

The company reported a loss of ₹39.55 lakh, compared to a loss of ₹9.50 lakh in the previous year. The company did not generate any revenue from operations during this period.

Shareholder Approval and AGM

These proposals, along with other corporate matters including director appointments, will be put to vote at the company's 117th Annual General Meeting scheduled for August 18.

Management's Perspective

While the company has not provided specific comments, this move appears to be aimed at strengthening Dhenu Buildcon Infra's balance sheet by converting debt to equity, potentially improving its financial flexibility and reducing interest burden.

Market Reaction

As of the announcement, the market's reaction to this news was not available. Investors and analysts will likely be watching closely to see how this significant capital restructuring impacts the company's financial position and future prospects.

This development represents a major shift in Dhenu Buildcon Infra's capital structure and could have significant implications for its financial health and future operations. Shareholders and potential investors should carefully consider the details of this proposal before the upcoming AGM.

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.