Evonile Pharma Limited moves to reshape its capital structure

The Letter of Offer provides for one subsequent call only—the First and Final Call:

For all 10,287,832 partly paid-up shares, the remaining call money is therefore ₹221.19 Cr, derived from 10,287,832 shares ^[2] multiplied by ₹215 per share ^[3].

Timing: The Letter of Offer does not specify a fixed calendar date for this call. The Board will determine the call date, may postpone or revoke it, and must give shareholders at least 14 days’ notice. The Board may also extend the payment period or revise the timing and amount, subject to applicable law ^[4].

Consequences of non-payment:

• A defaulting shareholder may be charged interest at the rate fixed by the Board, unless the interest is waived ^[4].
• Before forfeiture, the company must give at least 14 days’ notice to pay the unpaid call money, together with accrued interest and expenses arising from the non-payment ^[4].
• If the amount remains unpaid after the applicable deadline, the company may forfeit the partly paid-up Rights Equity Shares and the application money in accordance with the Companies Act, 2013 and the Articles of Association ^[5].
• Accordingly, the shareholder risks losing both the shares and the amount already paid, while the shares would not convert into fully paid-up equity shares. Payment of the First and Final Call, by contrast, would convert them into fully paid-up shares ^[5].

The Letter of Offer allocates ₹879.404 Cr of net proceeds as follows: ₹800.000 Cr, or 91.0%, for repayment/prepayment of borrowings, including accrued interest and applicable penalties; and ₹79.404 Cr, or 9.0%, for general corporate purposes. The net proceeds assume full subscription and receipt of all call money. ^[6]

The issue arithmetic is gross proceeds of ₹884.754 Cr less estimated issue expenses of ₹5.350 Cr, producing net proceeds of ₹879.404 Cr. ^[6]

Leverage impact

The latest FY26 balance-sheet data reports net debt of negative ₹52.50 Cr, total debt of ₹0.00 Cr, cash of ₹52.50 Cr, and total equity of ₹817.83 Cr. ^{[7] [8] [9] [10]}

• Reported FY26 net debt-to-equity: -52.50 / 817.83 = -6.4%, or approximately -0.06x. This is a net-cash position.
• Mechanical post-issue illustration: if the full ₹879.404 Cr is received and added to equity, post-issue equity would be approximately ₹1,697.234 Cr. If the ₹800 Cr debt-repayment allocation is treated as a direct reduction in net debt, net debt would be negative ₹852.50 Cr, implying net debt-to-equity of approximately -50.2%, or -0.50x. This is derived from the FY26 figures and the Letter of Offer allocation.
• If the ₹79.404 Cr earmarked for general corporate purposes remains as cash rather than being spent, the illustrative ratio would be approximately -54.9%, or -0.55x, because the additional cash would further increase net cash.

Important qualification: the FY26 balance sheet reports zero debt, whereas the Letter of Offer proposes applying ₹800 Cr toward outstanding borrowings. ^{[8] [11]} Therefore, the precise realised post-issue ratio cannot be confirmed without the balance sheet immediately before the rights issue and confirmation of the actual debt repaid and general-purpose funds deployed. The direction is clear—substantially stronger net cash and lower leverage—but the calculated post-issue ratios are scenario-based, not reported outcomes.

Verdict: At ₹860 per share, the rights issue is priced at approximately 2.75x the latest reported NAV/book value of ₹312.55 per share, a 175.2% premium. The 30-day VWAP is not reported in the cited material, but the issue price is around 50.1% below the latest ₹1,722.40 close on 3 November 2026 and below the company’s disclosed ex-rights reference prices. Assuming full subscription, the share count rises by 41.7%, creating 29.4% ownership dilution for shareholders who do not participate.

Pricing comparison

The 30-day VWAP could not be confirmed from the cited sources. The NSE and BSE ex-rights prices are not substitutes for a 30-day VWAP and should not be labelled as such.

One data-quality point matters: the structured financial data shows book value per share of ₹66.27 for Q1 FY27 ^[13], but this does not reconcile with the more recent rights-offer NAV of ₹312.55 or the disclosed share capital and share count. I therefore use the latest offer-document NAV as the relevant current book-value comparator.

Dilution impact

The company has 24,690,797 existing shares and proposes to issue 10,287,832 new shares; assuming full subscription, post-issue shares will be 34,978,629 ^[14].

• New shares as a percentage of the existing base: 41.7%, derived from 10,287,832 ÷ 24,690,797.
• New shares as a percentage of the enlarged base: 29.4%, derived from 10,287,832 ÷ 34,978,629.
• A shareholder who does not subscribe would retain only 70.6% of their former ownership percentage, implying 29.4% dilution.
• The 5-for-12 entitlement ratio allows a shareholder who fully subscribes to maintain their proportional ownership ^[14].
• Mechanically, if earnings were unchanged, post-issue per-share earnings would fall to approximately 70.6% of the pre-issue level; the actual effect will depend on the earnings generated by the ₹884.75 Cr gross capital raise and its deployment. The issue proceeds are intended partly for debt repayment and general corporate purposes ^[6].