Sarveshwar Foods preferential warrants at Rs 3.80 each cleared by board
Board approves issue of up to 22,25,00,000 fully convertible equity warrants on a preferential basis at Rs 3.80 per warrant, subject to shareholder and regulatory approvals.
Key takeaways
- 22,25,00,000 fully Convertible Warrants to be issued on a preferential basis at Rs. 3.80/- per warrant.
- Aggregate fund raise of Rs. 84,55,00,000/- through the warrant issue, subject to approvals.
- Each warrant is convertible into one equity share of face value of Re. 1/- within 18 months of allotment.
- Promoter Rohit Gupta to receive 8,00,00,000 warrants; Bridge India Fund to receive 4,25,00,000 warrants.
- SFL-ESOS 2026 allows up to 1,23,16,265 options, about 1% of fully diluted paid-up equity share capital.
Key terms
- Action
- Other
- Terms
- Rs. 3.80/- per Warrant
- Promoters' holding post-issue: 58,33,72,465 shares (40.12%)
- Public holding post-issue: 87,07,54,004 shares (59.88%)
Sarveshwar Foods Limited has told the exchanges that its board has approved a fund-raising plan through a large preferential issue of fully convertible equity warrants, alongside clearing routine AGM business and an employee stock option scheme.
The disclosure is contained in the board's outcome letter dated 05-09-2026 and the accompanying annexures.
Key terms
- Instrument: Fully Convertible Equity Warrants, each convertible into one fully paid-up equity share of face value of Re. 1/-
- Issue size: Up to 22,25,00,000 (Twenty -Two Crore Twenty-five Lakh) fully Convertible Warrants
- Issue price: Rs. 3.80/- (Rupees Three point Eight Only) per Warrant
- Premium component: Includes premium of Rs. 2.80/- per warrant
- Aggregate amount: Rs. 84,55,00,000/- (Rupees Eighty Crore Fifty-Five Lakhs only) for cash
- Type of issuance: Preferential Allotment
- Eligible categories: Persons belonging to ‘Promoter & Promoter Group’ and ‘Non-Promoter, Public Category’
- Upfront payment: At least 25% of the warrant issue price payable along with application
- Balance payment: Remaining 75% payable on exercise of the option to convert the warrants
- Conversion ratio: Each Warrant convertible into equivalent number of fully paid up equity share of face value of Re. 1/- each
- Conversion window: Within a maximum period of 18 months from the date of allotment of Warrants
According to point 6 of the board's outcome letter, the company states that the fund raising is "to augment the long-term financial resources of the Company" and is subject to shareholders' approval and other statutory approvals.
Allottees and post-issue shareholding
Annexure-5 lists the proposed allottees of the warrants on a preferential basis. These include one promoter and several public investors:
-
Promoter and Promoter Group:
- Rohit Gupta (Promoter) – 8,00,00,000 warrants
-
Public Category:
- Krishan Goyal – 50,00,000 warrants
- Dipesh Mittal – 50,00,000 warrants
- Tripta – 25,00,000 warrants
- Nitin Goel – 50,00,000 warrants
- Sushila Devi – 50,00,000 warrants
- Sheetal Bindal – 50,00,000 warrants
- Sachin Kumar Mittal – 25,00,000 warrants
- Rattan Mittal – 50,00,000 warrants
- Nitin Jain – 50,00,000 warrants
- Sachin Kumar – 25,00,000 warrants
- Sandeep Mittal & Sons (HUF) – 50,00,000 warrants
- Salasar Capital Invesco (Partnership Firm) – 1,50,00,000 warrants
- Nagendra Chauhan – 25,00,000 warrants
- Vaishali Sharma – 25,00,000 warrants
- Lalit Gupta – 25,00,000 warrants
- PMC Fincorp Limited (Public Listed Company) – 3,00,00,000 warrants
- Bridge India Fund (FPI) – 4,25,00,000 warrants
Total proposed warrants: 22,25,00,000.
Annexure-6 of the filing sets out the pre- and post-preferential issue shareholding pattern, assuming full conversion of the warrants:
-
Promoters and Promoter Group (A):
- Pre-issue: 50,33,72,465 shares ( 40.8705% )
- Post-issue: 58,33,72,465 shares ( 40.12% )
-
Public (B):
- Pre-issue: 72,82,54,004 shares ( 59.1295% )
- Post-issue: 87,07,54,004 shares ( 59.88% )
-
Total (A) + (B):
- Pre-issue: 1,23,16,26,469 shares ( 100 )
- Post-issue: 1,45,41,26,469 shares ( 100 )
ESOP scheme and other board decisions
In addition to the preferential issue, the board has approved the introduction and implementation of the 'Sarveshwar Foods Limited – Employees Stock Option Scheme 2026' ("SFL-ESOS 2026"), as recorded in point 7 of the outcome letter and detailed in Annexure-7.
Key features from Annexure-7 include:
- Maximum number of options under the Scheme: 1,23,16,265 options, each exercisable into one equity share, representing approximately 1% (one percent) of the fully diluted paid-up equity share capital of the Company.
- Maximum number of options grantable to any single eligible employee: 24,63,253 options (representing approximately 20% of the Option Pool), with any grant equal to or exceeding 1% of the issued equity share capital in any one year requiring separate shareholder approval.
- Options to vest over a minimum period of one year and a maximum period of eight years from the date of grant.
The board also approved the Annual Report, re-appointment of directors including Mr. Anil Kumar and Mr. Mahadeep Singh Jamwal (Annexure-1 and Annexure-2), and the re-appointment of Dr. Pradeep Kumar Sharma as Independent Director (Annexure-3), all subject to shareholder approval where specified.
The board meeting commenced at 3:00 PM and concluded at 10:00 PM, as stated in the outcome letter.
The filing does not mention any buyback, bonus issue, dividend, record date or ex-date.
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