MSCTC has announced significant changes in its statutory auditor position. The company, listed on the BSE with the scrip code 513544, has disclosed these developments in compliance with SEBI regulations.

Auditor Resignation

M/s Agrawal & Agrawal Associates (FRN: 116653W), the company's statutory auditor, has resigned effective from the end of business hours on November 3, 2025. The auditing firm cited preoccupation as the reason for their resignation. The Board of Directors has acknowledged the resignation and expressed appreciation for the auditor's guidance and contribution during their tenure.

New Auditor Appointment

In response to this change, the company's Board of Directors, based on the recommendation and approval of the audit committee, has appointed M/s. S K Bhavsar & Co., Chartered Accountants (Firm's Registration No. 0145880W), as the new Statutory Auditors. This appointment is effective immediately and will hold until the conclusion of the ensuing Annual General Meeting (AGM) of the company.

About the New Auditor

M/s. S K Bhavsar & Co. is described as a team of young, passionate, and energetic professionals offering cost-effective and high-technology services to their clients. Their service portfolio includes:

• Tax Consultancy
• Auditing & Assurance
• Accounts
• Corporate Laws
• Project Finance & Investment Consultancy

The firm provides these services across India.

Corporate Governance Implications

This change in auditors is a significant corporate governance event for MSCTC. The appointment of a new auditor demonstrates the company's commitment to maintaining transparent and compliant financial practices.

Key Details of the Change

The company has assured stakeholders that this transition will be smooth and that all necessary disclosures have been made in compliance with SEBI regulations.

MSCTC has announced plans to issue up to 7.25 crore fully convertible equity warrants on a preferential basis, aiming to raise Rs 97.87 crore. The company's board of directors approved this decision in a meeting held on September 24, 2025, subject to shareholder approval at the upcoming Extra-Ordinary General Meeting (EGM) scheduled for October 29, 2025.

Key Details of the Warrant Issue

Allocation and Use of Funds

The warrant issue includes an allocation of 1.31 crore warrants to the promoter entity, Torextron Ventures Private Limited, with the remaining warrants distributed among 16 individual investors. MSCTC plans to utilize the proceeds for working capital requirements.

Impact on Shareholding

Post-conversion of all warrants, the promoter shareholding may decrease from the current 63.03% to 22.00% of the expanded share capital. This change reflects a significant dilution in promoter holding while increasing the public shareholding in the company.

Pricing and Valuation

The floor price for the warrants has been set at Rs 13.33 per share, based on a valuation report dated September 29, 2025. MSCTC has decided to issue the warrants at Rs 13.50 per warrant, which is above the determined floor price.

Regulatory Compliance

The company has assured compliance with all applicable laws and regulations, including SEBI ICDR Regulations. The warrants and resulting equity shares will be subject to a lock-in period as specified under SEBI regulations.

Conclusion

This warrant issue represents a significant move for MSCTC, potentially altering its capital structure and shareholding pattern. The success of this issue and subsequent conversion of warrants could provide the company with substantial working capital, potentially supporting its growth initiatives.

Shareholders and potential investors should note that the warrant conversion is optional and may occur in tranches over the 18-month period following allotment. The final impact on the company's shareholding structure will depend on the extent of warrant conversion by the allottees.