Omega Interactive approves preferential allotment of 28 lakh equity warrants to non-promoters

K N Mishra

    19/Dec/2025

What's covered under the Article:

  1. Omega Interactive Technologies Limited approved the allotment of 28 lakh fully convertible equity warrants to non-promoter investors at Rs 103.50 per warrant.

  2. The company received 25% upfront consideration for the warrants, with no immediate change in its paid-up share capital after the board decision.

  3. The warrants can be converted into equity shares within 18 months, subject to SEBI ICDR Regulations and shareholder approvals already obtained.

Omega Interactive Technologies Limited has taken a significant corporate action by approving the allotment of fully convertible equity warrants on a preferential basis, as disclosed to the Bombay Stock Exchange under applicable regulatory norms. This development, announced following the company’s board meeting held on December 19, 2025, reflects the company’s ongoing efforts to strengthen its financial position and support future growth initiatives while maintaining compliance with the Securities and Exchange Board of India framework.

In its regulatory filing, Omega Interactive Technologies Limited news highlighted that the board of directors convened at the registered office of the company and carefully considered multiple business matters. Among these, the approval of a preferential allotment of equity-linked instruments emerged as the most material outcome from an investor and market perspective. The decision has been communicated in line with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency and timely disclosure to shareholders and market participants.

As per the official communication, the board approved the allotment of 28,00,000 fully convertible equity warrants in the first tranche. These warrants have been issued at a price of Rs 103.50 per warrant, which includes a premium of Rs 93.50 over the face value. The allotment has been made pursuant to a special resolution passed by shareholders at the Extraordinary General Meeting held earlier in September 2025. This step also follows the receipt of in-principle approval from BSE, underscoring regulatory adherence at every stage of the process.

From a structural standpoint, these equity warrants are designed to be fully convertible into equity shares of the company. Each warrant, upon exercise, will convert into an equivalent number of fully paid-up equity shares of face value Rs 10 each. Importantly, the conversion can be exercised at the discretion of the allottees within a maximum period of 18 months from the date of allotment, providing flexibility to investors while allowing the company to plan its capital structure efficiently.

The Omega Interactive latest news filing further clarified that the allotment has been made to two non-promoter investors, namely Kunjit Maheshbhai Patel and Nilesh Hirji Karani. Out of the total warrants allotted, 27,00,000 warrants have been issued to Kunjit Maheshbhai Patel, while 1,00,000 warrants have been allotted to Nilesh Hirji Karani. Both investors fall under the non-promoter category, which is a key disclosure for assessing promoter control and shareholding patterns post-conversion.

In line with SEBI ICDR Regulations, 2018, the company has already received 25% of the total consideration amount upfront from the proposed allottees. This upfront payment is a mandatory requirement for preferential allotments involving warrants and serves as a commitment from investors towards eventual conversion. The remaining 75% of the consideration will be payable at the time the investors choose to exercise their option to convert the warrants into equity shares.

It is important to note that, at present, there is no change in the paid-up share capital of Omega Interactive Technologies Limited. Since the instruments allotted are warrants and not equity shares, the share capital will only be impacted when and if the warrants are converted into equity shares. This distinction is crucial for existing shareholders who track dilution and ownership changes closely.

The company has also disclosed that the post-issue shareholding figures mentioned in the annexures are calculated assuming full conversion of all warrants into equity shares. Under this assumption, Kunjit Maheshbhai Patel would hold approximately 23.53% of the post-issue share capital, while Nilesh Hirji Karani would hold around 0.87%. These projections help investors understand the potential future shareholding landscape once the conversion process is completed.

From a governance perspective, this Omega Interactive board meeting outcome demonstrates adherence to established corporate governance norms. The board meeting commenced at 11:30 AM and concluded at 12:15 PM, with all resolutions duly considered and approved. The disclosure was signed by a director authorised to make regulatory filings, further reinforcing compliance with statutory obligations.

The preferential allotment route chosen by the company is often used by listed entities to raise capital efficiently while targeting specific strategic or financial investors. In this case, the issuance of equity warrants provides Omega Interactive Technologies Limited with the advantage of securing partial funds upfront while keeping the option open for full capital infusion upon conversion. This approach balances immediate funding needs with long-term capital planning.

For the broader market, Omega Interactive BSE filing updates like this serve as an important source of information. Investors, analysts, and other stakeholders rely on such disclosures to assess a company’s financial strategy, growth prospects, and commitment to regulatory transparency. The detailed annexures accompanying the disclosure further enhance clarity by outlining the nature of securities, pricing, investor details, and conversion terms.

The regulatory framework governing such transactions is primarily anchored in SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, read alongside the Companies Act, 2013. These regulations are designed to protect investor interests while enabling companies to access capital markets in a fair and transparent manner. Omega Interactive Technologies Limited has explicitly stated that the allotment complies with these provisions, including pricing norms, upfront payment requirements, and disclosure standards.

Another notable aspect of this development is the non-promoter nature of the allottees. Preferential allotments to non-promoters are often viewed positively, as they may bring in external capital without immediately altering promoter control. However, investors will continue to monitor whether and when the warrants are converted, as that event will determine the actual impact on shareholding and voting rights.

In the context of stock market news Omega Interactive, this announcement may attract attention from market participants who track small and mid-cap companies for corporate actions that signal expansion plans or improved financial flexibility. While the filing does not specify the end-use of funds, preferential allotments are typically aligned with business growth, working capital needs, or strategic initiatives.

The company has also clarified that there is no cancellation or termination of the proposed issuance at this stage. This assurance adds certainty to the transaction and indicates that the process is progressing as planned, subject to the conversion choices exercised by the allottees within the stipulated timeframe.

Looking ahead, the next key milestone for Omega Interactive Technologies Limited will be the potential conversion of these equity warrants into equity shares. Each conversion event will require appropriate disclosures to the stock exchange, ensuring that the market remains informed about changes in share capital and ownership structure. Until then, the warrants remain a contingent source of equity funding for the company.

In summary, this development represents a structured and regulation-compliant capital-raising initiative by Omega Interactive Technologies Limited. By approving the allotment of 28 lakh fully convertible equity warrants, receiving upfront consideration, and maintaining transparent disclosures under SEBI LODR Regulations, the company has reinforced its commitment to good governance and market communication. As the conversion window unfolds over the next 18 months, stakeholders will closely watch how this move supports the company’s strategic and financial objectives while shaping its future shareholding profile.


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