Vipul Limited's Board of Directors has approved a significant fundraising initiative through a preferential issue of fully convertible warrants worth ₹99.82 crores. The board meeting held on December 12, 2025, addressed key strategic decisions including the warrant issuance and scheduling of an extraordinary general meeting for shareholder approval.

Warrant Issue Details

The board has approved the issuance of up to 10.85 crore fully convertible warrants to investors from promoter, promoter group, and public categories. Each warrant carries the right to subscribe to one equity share of face value Re. 1 each, priced at ₹9.20 per warrant.

Pricing and Regulatory Compliance

The issue price of ₹9.20 per warrant has been determined in accordance with Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The warrants will be convertible at the option of warrant holders in one or more tranches within 18 months from the allotment date into an equivalent number of fully paid-up equity shares.

Proposed Allottees Distribution

The preferential issue includes allocation to multiple investors across different categories. Key proposed allottees include Parveen Kumar Chaudhary, Neeraj Chaudhary, and Shaurya Chaudhary from the promoter category, alongside several public category investors including Bima Pay Technology Private Limited, various individual investors, and institutional entities like KSJ Estate Private Limited and Pine Emergence LLP.

Shareholder Approval Process

The board has approved the draft notice for an Extra-Ordinary General Meeting scheduled for January 8, 2026. This meeting will seek shareholder approval for the preferential issue and other connected matters. The board meeting commenced at 5:00 PM and concluded at 5:45 PM on December 12, 2025.

Regulatory Disclosures

The company has provided detailed disclosures as per Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Master Circular dated November 11, 2024. The warrants will be issued for cash consideration and comply with applicable provisions of the Companies Act, 2013, and SEBI regulations governing preferential issues.

Vipul Limited has secured crucial interim relief from the National Company Law Tribunal (NCLT) New Delhi in a company petition filed against Tanamera Developments Private Limited (formerly known as Vipul SEZ Developers Private Limited) and multiple other respondents. The tribunal's interim order dated December 10, 2025, provides significant protection for the petitioner's interests while the case proceeds.

NCLT Interim Order Details

The NCLT New Delhi Special Bench issued a comprehensive interim order in Company Petition No. 205/ND/2025, presided over by Hon'ble Member (J) Shri Ashok Kumar Bhardwaj and Hon'ble Member (T) Dr. Sanjeev Ranjan. The order addresses key concerns raised by the petitioners regarding asset protection and corporate governance.

Case Background and Allegations

The petition was filed under Sections 241-242 read with Section 244(1) of the Companies Act, 2013, by three petitioners: Vipul Limited, Puneet Beriwala, and Chitranjan Jena. The primary grievance centers on alleged violations of corporate governance norms and shareholder rights.

The petitioners alleged that Tanamera Developments failed to serve notice of an Extraordinary General Meeting (EGM) dated September 11, 2024, to Vipul Limited, constituting a violation of Section 101(1) of the Companies Act, 2013. This omission allegedly deprived shareholders from claiming shares in the rights issue category, potentially reducing Vipul Limited's shareholding to 0.75%.

Legal Arguments and Tribunal's Reasoning

The respondents' counsel argued that based on an Arbitral Award dated May 12, 2023, certain Solitaire group entities were entitled to call upon Vipul Limited to transfer its shares, questioning the petitioner's status as a shareholder. However, the petitioners' counsel contended that no consideration had been offered for the shares and litigation remained pending regarding the transfer.

The tribunal observed that a shareholder cannot be deprived of EGM notice and shareholder entitlements until shares are actually transferred. The court noted that while entities may have entitlement to call shares under an award, actual purchase requires consideration.

Comprehensive Respondent List

The case involves 16 respondents, including various Solitaire group companies and individuals:

• Primary Respondent: Tanamera Developments Private Limited
• Solitaire Group Entities: Solitaire Ventures Pte. Ltd., Solitaire Capital India, Solitaire Capital Trustees Private Limited, Solitaire Buildmart Private Limited, Solitaire Projects Private Limited
• Other Corporate Entities: K.S.T. Buildwell Pvt. Ltd., P.K.B.K. Buildwell Pvt. Ltd., P.K.B. Buildcon Pvt. Ltd.
• Individual Respondents: Mr. Sanjiv Ahuja, Mr. Vipul Kumar, Ms. Divya Agarwal
• Professional Services: Thakur, Vaidyanath Alyar & Co. (Statutory Auditor)
• Additional Companies: Silverstone Developer Pvt. Ltd., Karamchand Realtech Pvt. Ltd., National Synthetics Limited

Tribunal's Selective Relief Approach

While the petitioners sought extensive interim relief including appointment of a retired High Court Judge as Chairperson and investigation by Serious Fraud Investigation Office, the tribunal adopted a measured approach. The court declined to grant reliefs regarding chairperson appointment, shareholding status quo, directorship matters, and investigation at this interim stage.

However, the tribunal emphasized that companies cannot dispose of assets and properties casually, justifying the asset restraint order. The court found it appropriate to protect the respondent company's assets while examining the substantive issues during final disposal.

Next Steps and Compliance Requirements

The tribunal directed that notice be served upon all respondents through prescribed modes including Registered Post, Speed Post, Courier Service, and E-mail. The petitioners must file an affidavit of service within one week. The case is scheduled for the next hearing on January 6, 2026, when the tribunal will further examine the merits of the petition and consider additional relief if warranted.