Suditi Industries Ltd. has filed a regulatory disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the completion of warrant conversion by promoter category investors. The company submitted the disclosure to BSE on January 06, 2026, detailing the shareholding changes resulting from the allotment of 36,00,000 equity shares.

Warrant Conversion and Allotment Details

The Board of Directors approved the warrant conversion through a circular resolution on January 02, 2026, pursuant to member approval obtained at an Extra-Ordinary General Meeting held on January 03, 2025. The allotment involved conversion of warrants at an exercise price of ₹27.50 per warrant, with warrant holders paying the remaining 75% exercise price of ₹20.625 per warrant.

Promoter Group Shareholding Changes

The SEBI SAST disclosure reveals detailed shareholding patterns before and after the warrant conversion by promoter group persons Tanuj Pawan Agarwal and Harsh Pawan Agarwal. The conversion significantly altered their equity participation in the company.

Shareholding Pattern Analysis

The regulatory filing provides comprehensive details of the promoter group's shareholding before and after the acquisition. Prior to conversion, the promoter group held 70,000 equity shares (0.18% of total share capital) and 60,00,000 warrants.

Impact on Share Capital Structure

The warrant conversion has resulted in a substantial increase in the company's issued and paid-up capital structure. The newly allotted equity shares rank pari-passu with existing equity shares in all respects.

Regulatory Compliance Framework

The disclosure was filed under the preferential allotment framework, with the company fulfilling all requirements under SEBI (SAST) Regulations, 2011. The warrants carry an 18-month exercise period from the date of original allotment, with warrant holders having paid 25% of the issue price at initial subscription. The remaining 24,00,000 unexercised warrants held by Harsh Pawan Agarwal can be converted within the stipulated timeframe, subject to payment of the balance exercise price.

Suditi Industries Limited has announced a strategic ₹58.87 crore fundraising initiative to accelerate the transformation of Gini Jony into India's largest kids retail brand, marking the company's evolution from traditional textile manufacturing to a vertically integrated children's retail business.

Strategic Market Opportunity

The fundraising targets India's rapidly expanding children's apparel and lifestyle market, valued at ₹3,00,000 crores and growing at a robust 14-15% CAGR. This positions the kids apparel segment as one of the most compelling consumer opportunities in the country.

Comprehensive Fundraising Structure

The board approved the substantial fundraising plan through two preferential issues to non-promoter investors at ₹59.12 per share, including a premium of ₹49.12 per share.

The share warrants will be convertible into equity shares within 18 months from allotment, with 25% payable upfront and 75% due upon conversion.

Distinguished Investor Participation

The funding round attracted prominent institutional and strategic investors experienced in building category-defining consumer businesses. Key participants include Venkat Ramaswamy (Co-Founder of Edelweiss), Nitin Agarwal (former CEO of GlobalBees), Naresh Biyani (Founder of Capwise Financial Services), and Rajesh Palviya among others.

Existing investors include Nikhil Vora (leading consumer-focused investor), Sushant Goel (Co-Founder of Third Wave Coffee), and Vikrant Mudaliar (Chief Marketing Officer at Dream Sports).

Strong Financial Performance and Capital Structure

Suditi Industries demonstrated impressive financial momentum with 89% growth in turnover in Q2 FY24 and a remarkable 1,900% increase in net profit in Q2 FY25. The company maintains negligible debt levels, providing a strong foundation for growth.

Leadership Vision and Strategic Direction

Pawan Agarwal, Chairman Managing Director, emphasized the unique positioning: "The Indian kidswear market presents a once-in-a-generation opportunity. With Gini and Jony's legacy, national footprint, and emotional connection with Indian parents, we are uniquely positioned to build a truly integrated everything kids superbrand."

Harsh Agarwal, CEO of Gini and Jony, highlighted the strategic value of investor expertise: "Building a modern consumer brand today demands excellence across technology, supply chain, data, marketing, and governance. We are fortunate to have seasoned operators and founders as investors and advisors."

Capital Deployment and Business Expansion

The raised capital will accelerate retail expansion, strengthen digital and omnichannel capabilities, deepen product categories, and build scalable backend infrastructure while maintaining disciplined capital allocation. The company also approved acquiring the remaining 50% stake in SAA Suditi Retail Private Limited for ₹5,000, making it a wholly-owned subsidiary focused on textile garments and accessories.

Capwise Financial Services led the funding round and participated as an investor. Naresh Biyani, CEO of Capwise, stated: "We see tremendous potential in the market for kids products in India, and Gini Jony stands out for its relevance across generations and the brand loyalty it commands."