Dulcee Accessories Acquires 10.36% Stake in Swojas Foods Through Warrant Purchase

Swojas Foods Limited (formerly Swojas Energy Foods Limited) has announced that Dulcee Accessories Private Limited has made a significant acquisition through the purchase of convertible warrants, as disclosed in regulatory filings on December 23, 2025.

Acquisition Details

Dulcee Accessories Private Limited acquired 59 lakh warrants in Swojas Foods Limited, representing a 10.36% stake. The acquisition was made through preferential allotment and disclosed under Regulation 29 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Parameter	Details
Warrants Acquired	59,00,000
Percentage Stake	10.36%
Acquisition Mode	Preferential Allotment
Date of Acquisition	December 23, 2025

Company Capital Structure

Swojas Foods maintains a stable equity share capital structure following the warrant acquisition. The company's current equity share capital remains unchanged before and after the acquisition.

Capital Structure	Share Count	Value per Share
Current Equity Capital	3,09,62,650 shares	₹10 each
Post-Acquisition Equity	3,09,62,650 shares	₹10 each
Total Diluted Capital	5,69,47,150 shares	₹10 each

The total diluted share capital, assuming full conversion of outstanding convertible securities and warrants into equity shares, stands at 5,69,47,150 equity shares of ₹10 each.

Regulatory Compliance

Dulcee Accessories Private Limited, headquartered at Unit 02, Ground Floor, Kamat Industrial Estate, Prabhadevi, Mumbai, has fulfilled all regulatory disclosure requirements. The company submitted the necessary documentation to both BSE Limited and Swojas Foods Limited's registered office.

Swojas Foods Limited trades on BSE with scrip code 530217. The company's registered office is located at 6L, 10th Floor, 3, Navjeevan Society, Dr. Dadasaheb Bhadkamkar Marg, Mumbai Central, with its corporate office situated in Ahmedabad, Gujarat.

Market Implications

The warrant acquisition provides Dulcee Accessories with potential voting rights in Swojas Foods upon conversion. Prior to this acquisition, Dulcee Accessories held no shares, voting rights, or convertible instruments in the target company. The acquisition represents a strategic investment in the food sector company, positioning Dulcee Accessories as a significant stakeholder with conversion rights.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-4.22%	-11.68%	-26.70%	-7.52%	-26.49%	+37.23%

Swojas Foods Limited has successfully completed the allotment of convertible warrants following regulatory approvals and board meeting decisions. The company's board meeting held on December 22, 2025, from 5:30 PM to 6:00 PM IST, finalized the allotment of 2,59,84,500 convertible warrants worth ₹42.87 crores to non-promoter category investors on a preferential basis.

Board Meeting Outcome and Warrant Details

The board of directors approved the allotment under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The warrant issuance follows SEBI (ICDR) Regulation 2018 guidelines and the Companies Act, 2013.

Parameter:	Details
Total Warrants Allotted:	2,59,84,500
Issue Price per Warrant:	₹16.50
Total Issue Size:	₹42,87,44,250
Upfront Payment Received:	₹10,71,86,062.50
Warrant Subscription Price:	₹4.125 per warrant (25%)
Exercise Price:	₹12.375 per warrant (75%)
Conversion Period:	18 months from allotment date

The company received an upfront payment of ₹10.72 crores at ₹4.125 per warrant, representing 25% of the total issue price. The remaining 75% will be payable upon exercise of the conversion option.

Allottee Distribution

The warrants were allocated among six non-promoter investors as detailed in the official regulatory filing:

Allottee:	Category	Warrants Allotted	Amount Paid (₹)
Onelife Capital Advisors Limited:	Non-Promoter	1,00,00,000	4,12,50,000.00
Dulcee Accessories Private Limited:	Non-Promoter	59,00,000	2,43,37,500.00
Jhaveri Trading and Investment Pvt Ltd:	Non-Promoter	33,31,500	1,37,42,437.50
Rajesh Nanubhai Jhaveri HUF:	Non-Promoter	33,21,000	1,36,99,125.00
Murtuza Kaizarbhai Mandorwala:	Non-Promoter	1,00,000	4,12,500.00

Conversion Terms and Regulatory Compliance

Each warrant is convertible into one fully paid-up equity share of face value ₹10 within 18 months from the allotment date. Warrant holders must pay the balance consideration of ₹12.375 per warrant to exercise the conversion option. The conversion is subject to appropriate adjustments as permitted under applicable rules and regulations.

If warrants remain unexercised within the 18-month period, they will lapse and the amounts paid will be forfeited by the company. The allotment represents a preferential issue in accordance with SEBI (ICDR) Regulations 2018 and the Companies Act, 2013.

Corporate Governance and Disclosure

The warrant allotment follows the company's Extraordinary General Meeting approval received on December 3, 2025, where shareholders approved the issuance of up to 4,84,84,500 convertible equity warrants worth up to ₹79.99 crores. The current allotment represents approximately 53.6% of the total approved warrant issue.

The company has made the required disclosures under Regulation 30 of SEBI Listing Regulations and will make the information available on its website www.sefl.co.in . The successful completion of this warrant allotment strengthens the company's capital structure and provides additional financial resources for business operations and growth initiatives.