Heading (One Sentence):
Active Clothing Co Issues Corrigendum to EGM Notice on Preferential Warrants

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Active Clothing Co Corrigendum to EGM Notice on Preferential Issue Details

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SEO Description:
Active Clothing Co issues corrigendum to EGM notice clarifying preferential warrant allotment and updated shareholding details after BSE observations.

What's covered under the Article:

1. Detailed explanation of corrigendum issued by Active Clothing Co regarding its EGM notice and preferential issue of convertible warrants.

2. Updated disclosure of allottee details including PAN, beneficial ownership, and revised post-issue shareholding structure.

3. Clarification on promoter and non-promoter status and confirmation of no change in control after preferential allotment.

Long-form Article

Active Clothing Co Limited has issued an official Corrigendum to the Notice of Extraordinary General Meeting (EGM) scheduled to be held on Thursday, February 26, 2026 at 11:00 A.M. The company informed BSE Limited about the corrigendum through a formal communication dated 11.02.2026, under Scrip Code 541144.

This corrigendum comes after the company received certain observations from BSE Limited regarding the proposed preferential issue of convertible warrants. The stock exchange directed the company to provide additional details and clarifications in compliance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations (ICDR Regulations) and other applicable provisions of the Companies Act, 2013.

The corrigendum now forms an integral part of the original EGM notice dated 27.01.2026 and must be read together with it.

Background of the EGM and Preferential Issue

Active Clothing Co Limited had earlier dispatched the EGM notice to shareholders seeking approval for a preferential issue of convertible warrants. This issuance is subject to shareholder approval and compliance with regulatory norms.

A preferential issue is a method by which a company issues shares or convertible securities to a select group of investors, which may include promoters, promoter group members, or non-promoters. It is commonly used for raising capital, strengthening balance sheets, funding expansion, or meeting working capital requirements.

Before proceeding with such issuance, companies listed on stock exchanges must seek in-principle approval from the concerned exchange. Active Clothing Co Limited had applied to BSE Limited for this approval. After reviewing the application, BSE provided observations on 06 February 2026, asking the company to rectify and provide additional disclosures.

As a result, the company has issued this corrigendum.

Key Amendments in the Explanatory Statement

The corrigendum mainly addresses amendments in Item No. 1 (q) and Item No. 1 (r) of the explanatory statement attached to the EGM notice.

These amendments relate to:

• Details of proposed allottees

• Current and post-issue shareholding

• Promoter and non-promoter classification

• Ultimate beneficial ownership

• PAN details of proposed allottees

• Post-preferential issue capital percentage

• Impact on control of the company

The corrections are primarily related to enhanced disclosures as required under SEBI ICDR Regulations.

Updated Details of Proposed Allottees

The corrigendum provides a detailed tabular disclosure of each proposed allottee. Let us understand the updated information.

1. Stellant Securities (India) Limited

• Category: Non-Promoter

• PAN: AAACS7777H

• Ultimate Beneficial Owner: Mangala Subhash Rathod

• PAN of Beneficial Owner: ADXPR0395P

• Pre-Issue Shareholding: Nil

• Warrants Proposed: 300,000

• Post-Issue Shareholding: 300,000 shares

• Post-Issue Holding Percentage: 1.713%

This disclosure clarifies that Stellant Securities (India) Limited is not a natural person, and hence details of its ultimate beneficial owner have been clearly mentioned along with PAN details.

2. Mangala Subhash Rathod

• Category: Non-Promoter

• PAN: ADXPR0395P

• Pre-Issue Shareholding: 99,973 shares (0.6445%)

• Warrants Proposed: 300,000

• Post-Issue Shareholding: 399,973 shares

• Post-Issue Holding Percentage: 2.283%

The corrigendum confirms that the status remains Non-Promoter after the preferential issue.

3. Subhash Phootarmal Rathod

• Category: Non-Promoter

• PAN: AABPR3934R

• Pre-Issue Shareholding: 482,000 shares (3.107%)

• Warrants Proposed: 400,000

• Post-Issue Shareholding: 882,000 shares

• Post-Issue Holding Percentage: 5.036%

The company has clarified all relevant details as required by BSE.

4. Rajesh Mehra

• Category: Promoter

• PAN: ADRPM6092L

• Pre-Issue Shareholding: 5,722,715 shares (36.891%)

• Warrants Proposed: 400,000

• Post-Issue Shareholding: 6,122,715 shares

• Post-Issue Holding Percentage: 34.962%

Even though the number of shares increases, the percentage holding reduces due to the enlarged capital base after full conversion of warrants. However, the Promoter status remains unchanged.

5. Renu Mehra

• Category: Promoter

• PAN: AGHPM6231G

• Pre-Issue Shareholding: 4,617,700 shares (29.768%)

• Warrants Proposed: 400,000

• Post-Issue Shareholding: 5,017,700 shares

• Post-Issue Holding Percentage: 28.652%

The corrigendum confirms no change in promoter classification.

6. Kalika Mehra

• Category: Promoter Group

• PAN: CUSPM1182M

• Pre-Issue Shareholding: 6,100 shares (0.039%)

• Warrants Proposed: 200,000

• Post-Issue Shareholding: 206,100 shares

• Post-Issue Holding Percentage: 1.177%

The company clearly states that promoter and promoter group status will remain the same post allotment.

Clarification on Change in Control

One of the most important disclosures required under SEBI regulations is whether there will be any change in control after the preferential issue.

Active Clothing Co Limited has clearly stated that:

• The proposed status after allotment will remain the same.

• There will be no change in control of the company.

• Promoters will continue as promoters.

• Non-promoters will remain non-promoters.

This clarification is significant for investors, as change in control may impact management decisions and company strategy.

Fully Diluted Capital Calculation

The corrigendum also mentions that the percentages have been calculated on the basis of post-preferential share capital on a fully diluted basis.

This means:

• All proposed warrants are assumed to be fully converted into equity shares.

• The shareholding percentages are calculated considering the expanded capital.

Such disclosure ensures transparency and clarity for shareholders.

Why BSE Observations Matter

Under SEBI regulations, listed companies must maintain strict disclosure standards. Whenever a company proposes a preferential allotment, it must provide detailed disclosures regarding:

• Identity of allottees

• Beneficial ownership

• PAN details

• Pre and post issue shareholding

• Impact on control

• Lock-in requirements

• Pricing details

If the stock exchange finds any gaps or incomplete disclosures, it issues observations and seeks clarification.

In this case, BSE asked Active Clothing Co to provide:

• Detailed PAN disclosures

• Clarified beneficial ownership

• Structured tabular presentation

• Complete percentage calculations

The company has complied and issued this corrigendum.

Publication and Availability

The company has informed that this corrigendum:

• Forms an integral part of the original EGM notice

• Will be published in Business Standard, Chandigarh (English and Hindi editions)

• Will be available on:

  • BSE website

  • Company website – www.activeclothing.in

All other contents of the EGM notice remain unchanged.

Corporate Governance Perspective

Issuing a corrigendum shows the company’s commitment towards:

• Regulatory compliance

• Transparency

• Investor protection

• Accurate disclosures

In the Indian capital market environment, strict adherence to SEBI ICDR Regulations is crucial for maintaining investor trust.

Companies that provide clear and timely disclosures are generally viewed more positively by institutional investors.

Impact on Shareholders

For shareholders, the key takeaways are:

1. The preferential issue proposal continues as planned.

2. Detailed disclosures have now been added.

3. Promoter control remains intact.

4. No change in management structure.

5. Post-issue dilution is clearly calculated.

Existing shareholders must understand that preferential issues may lead to equity dilution, but in many cases, they strengthen the financial position of the company.

Understanding Preferential Warrants

A convertible warrant gives the holder the right to subscribe to equity shares at a future date at a pre-determined price.

Key characteristics:

• Usually issued at a premium.

• Subject to upfront payment (generally 25%).

• Balance payable at time of conversion.

• Lock-in period as per SEBI norms.

Preferential warrants are often used to:

• Raise growth capital.

• Support expansion plans.

• Improve liquidity.

• Strengthen working capital.

Promoter Participation

It is noteworthy that promoters including Rajesh Mehra, Renu Mehra, and Kalika Mehra are also participating in the preferential issue.

Promoter participation generally indicates:

• Confidence in business prospects.

• Long-term commitment.

• Alignment with shareholder interest.

However, percentage holding may reduce due to overall dilution.

Regulatory Compliance Under SEBI ICDR Regulations

The SEBI ICDR Regulations mandate that companies must disclose:

• Detailed identity of allottees.

• Ultimate beneficial owner details.

• PAN information.

• Shareholding before and after issue.

• Percentage calculations.

• Statement regarding change in control.

The corrigendum ensures full compliance with these requirements.

Conclusion

Active Clothing Co Limited has taken timely action by issuing a Corrigendum to the EGM Notice in response to observations received from BSE Limited. The corrections primarily include enhanced disclosures regarding:

• PAN details

• Ultimate beneficial ownership

• Pre and post issue shareholding

• Promoter and non-promoter classification

• Fully diluted capital percentages

Importantly, the company has clarified that there will be no change in control after the preferential issue.

For shareholders and investors, this corrigendum strengthens transparency and ensures regulatory compliance. The EGM scheduled for February 26, 2026 will proceed with the revised explanatory statement forming an integral part of the notice.

In the broader context, such disclosures reflect the importance of corporate governance, compliance discipline, and investor communication in India’s listed company ecosystem.

Active Clothing Co Limited has demonstrated adherence to regulatory norms and responsiveness to stock exchange observations, which is a positive signal for the market.

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