Board Alters Equity Share Allotment Plan

Shyamkamal Investments Limited has announced a significant modification to its proposed preferential issue of equity shares. This decision comes in the wake of the Reserve Bank of India (RBI) rejecting an application for change in shareholding and control of the company.

Key Developments:

1. RBI Rejection: The RBI, in a letter dated November 27, 2025, communicated that it could not accede to the application for the proposed change in shareholding and control of Shyamkamal Investments in favor of Morabia Enterprise Private Limited, Mr. Mahendra Harajivan Morabia, and Persons Acting in Concert (PACs).

2. Board Decision: In light of the RBI's decision, the company's Board of Directors, at a meeting held on December 04, 2025, resolved to modify the proposed preferential issue of equity shares as outlined in the Extraordinary General Meeting (EGM) notice dated February 27, 2025.

Modified Allotment Plan:

The Board has decided not to proceed with the allotment of equity shares to Morabia Enterprise Private Limited, Mr. Mahendra Harajivan Morabia, and their PACs (listed as Sr. No. 1-10 in the EGM notice). However, this decision is subject to the preservation of their legal rights and remedies available under applicable laws.

The company will proceed with the issuance and allotment of equity shares to the remaining proposed allottees (classified as Public/Non-Promoter category) listed at Sr. No. 11 to 39 in the EGM notice.

Fund Utilization:

The Board has confirmed that the funds raised from the allotment to the remaining allottees will be utilized strictly in accordance with the objects of the issue as disclosed in the EGM Notice. These include:

1. Repayment of loans/liabilities
2. General corporate purposes
3. Business expansion requirements

This development underscores the regulatory challenges faced by companies in the financial sector when attempting to change ownership structures. It also highlights the importance of regulatory compliance and the potential impact on corporate actions such as preferential issues.

Investors and stakeholders of Shyamkamal Investments should take note of these changes and their potential implications for the company's future operations and ownership structure.

Shyamkamal Investments Limited has made two significant announcements that could potentially reshape its capital structure and ownership.

BSE Approval for Equity Share Issue

The company has received in-principle approval from BSE Limited for issuing 3,68,65,000 equity shares with a face value of Rs. 10.00 each through the conversion of loan on a preferential basis. This approval came through a BSE letter dated September 19, bearing the reference number LOD/PREF/MV/FIP/923/2025-26.

Jatinbhai Virendrabhai Shah, the Managing Director of Shyamkamal Investments, confirmed this development to the exchange. The issuance, if fully subscribed, would result in the creation of 3.69 crore new equity shares, potentially leading to a significant expansion of the company's equity base.

SEBI Approval for Open Offer

In a separate but equally important development, Shyamkamal Investments has also received approval from the Securities and Exchange Board of India (SEBI) for an open offer. This approval was communicated to the company by the acquirers.

SEBI, through its letter dated September 24 (reference number: SEBI/HO/CFD/CFD-RAC-DCR1/P/OW/2025/25278/1), has given its observations and accorded approval for the Draft Letter of Offer. This open offer is proposed by Morabia Enterprise Private Limited and Mr. Mahendra Harajivan Morabia, along with persons acting in concert.

The open offer aims to acquire 1,30,94,380 equity shares, representing 26.00% of the fully paid-up equity share capital of Shyamkamal Investments Limited. This move is in accordance with the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.

Persons Acting in Concert

The persons acting in concert in this open offer include:

• Mrs. Morabia Induben Mahendra
• Mr. Morabia Smit Mahendra
• Mrs. Paragi Smit Morabia
• Mr. Morabia Nirmal Mahendra
• Mrs. Surbhi Nirmal Morabia
• Ms. Keyuri Mahendra Morabia
• Mr. Keval Mahendrabhai Morabia
• VR Leading Edge Consultancy LLP
• Morabia Creations Private Limited

These developments suggest that Shyamkamal Investments is undergoing significant changes in its capital structure and potentially its ownership. The conversion of loan to equity shares could impact the company's debt-to-equity ratio, while the open offer, if successful, could lead to a change in the controlling interest of the company.