Swadeshi Industries & Leasing Ltd., a company listed on the Bombay Stock Exchange (BSE), has released an official disclosure regarding the revised outcome of its Board meeting held on April 17, 2025. The meeting, which took place at the registered office of the company, included several key decisions that impact the company’s capital structure and funding strategies.

Key Decisions Taken in the Board Meeting:

1. Alteration of Capital Clause: The Board decided to alter Clause 3 of the Articles of Association to empower the company to issue further securities. This will include the option of issuing securities via preferential offers or private placements. Additionally, the capital clause of the Memorandum of Association will also be amended to reflect the new increase in authorized share capital. These changes are subject to approval by shareholders at a forthcoming Extraordinary General Meeting (EGM).

2. Increase in Authorized Share Capital: The Board approved an increase in the authorized share capital of the company from Rs. 12.5 crores (Rs. 12,50,00,000) to Rs. 25 crores (Rs. 25,00,00,000). This will be done by issuing an additional 1,25,00,000 equity shares of Rs. 10 each. This increase is in line with the company’s growth plans and capital raising efforts. Shareholder approval is required for this decision.

3. Issuance of Convertible Warrants: The company has approved the issuance of up to 1,23,10,000 convertible warrants at Rs. 10 each. These warrants will be issued to the promoters, promoter group, and non-promoter categories on a preferential basis. The warrants are convertible into an equal number of equity shares within 18 months from the allotment date, subject to terms and conditions specified under SEBI’s (Issue of Capital and Disclosure Requirements) Regulations, 2018.

4. Loan from Directors and Promoters: The company is seeking shareholder consent for taking loans from directors and promoters with the option to convert the loan amount into equity shares, subject to certain conditions.

5. Appointment of Scrutinizer for Postal Ballot: The company has appointed M/s. Simit S Parekh & Associates as the scrutinizer for the upcoming postal ballot process. This is to ensure a fair and transparent scrutiny of the resolutions, including the issuance of warrants and capital amendments.

6. Approval of Postal Ballot Notice: The Board has approved the draft postal ballot notice, which will be sent to the stock exchange and the company’s shareholders. The notice will also be available on the company’s website and the BSE’s website in due course.

Shareholder Approval Required:

The resolutions discussed, including the increase in authorized share capital and the issuance of convertible warrants, are subject to approval by shareholders through a special resolution. An EGM is scheduled for May 13, 2025, where these resolutions will be put to vote.

Further Details on Convertible Warrants Issuance:

According to the disclosure under SEBI (LODR) Regulations, the company plans to issue 1,23,10,000 convertible warrants at Rs. 10 each. The issue price of the warrants is not lower than the floor price as determined under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The warrants can be converted into equity shares at a 1:1 ratio, with a conversion window of 18 months from the allotment date.

The names of the investors in the preferential allotment have been disclosed, with a breakdown of warrants to be issued to both promoters and non-promoters.

Conclusion:

Swadeshi Industries & Leasing Ltd. is actively restructuring its capital and looking to raise funds through preferential allotments and the issuance of convertible warrants. These moves are aimed at supporting the company’s growth plans and enhancing its financial flexibility. Shareholder approval will be pivotal to the success of these initiatives.

The company remains committed to transparency and compliance with SEBI regulations, ensuring that all actions are in the best interest of its stakeholders.

Start your Stock Market Journey and Apply in IPO by Opening Free Demat Account in Choice Broking FinX.

Join our Trading with CA Abhay Telegram Channel for regular Stock Market Trading and Investment Calls by CA Abhay Varn - SEBI Registered Research Analyst.