Unifinz Capital India Limited moves to reshape its capital structure

The proposed allottees for the 9,801,000 warrants are:

• Kotia Enterprises Limited: 3,785,000 warrants
• Paaven Bansal: 2,940,000
• Vikas Goyal: 1,133,000
• Atika Goyal: 1,133,000
• Sonali Chatterjee: 735,000
• Uma Shanker Goel HUF: 50,000
• Sonal Ujlayan: 25,000

The warrants are proposed at Rs 102 per warrant, with each warrant convertible into one equity share. ^[1]

The cited EGM-related material does not state the numerical floor price calculated under the SEBI (ICDR) Regulations, 2018. Therefore, the exact premium or discount of the Rs 102 issue price to that regulatory floor price cannot be quantified from the reported notice extract. It is only clear that the issue price is the proposed preferential-issue price and is subject to shareholder approval. ^[2]

Full conversion would create 18.13% dilution for existing shareholders on a post-issue basis. The 9,801,000 warrants are convertible 1:1 into equity shares and are proposed for non-promoter investors ^[2].

Using 44.27 million existing shares—consistent with equity share capital of Rs 44.27 Crores and Rs 10 face value ^[3]—the calculation is:

• Post-conversion shares: 44.27 million + 9.801 million = 54.071 million
• New shares as a percentage of post-issue equity: 9.801 / 54.071 = 18.13%
• Existing shareholders collectively retain 81.87% of the enlarged share base.

Shareholding shift

The promoter group’s absolute shareholding would remain approximately unchanged at 8.78 million shares, assuming no separate promoter buying or selling. Its percentage would nevertheless fall from 19.84% to approximately 16.24% because the new shares are issued to non-promoter investors.

The key distinction is that existing public shareholders suffer 18.13% proportional dilution, while aggregate public ownership rises to approximately 83.76% because the warrant recipients themselves are classified as non-promoters. This assumes all warrants are fully converted and the new holders remain in the public category.

The proposed preferential issue is materially larger than UCIL’s existing paid-up equity capital, but it is not explicitly earmarked for RBI Net Owned Fund (NOF) compliance.

• The maximum issue comprises 98,01,000 convertible warrants at Rs 102 each, aggregating Rs 99.97 Crores ^[4].
• UCIL’s latest reported equity share capital was Rs 44.27 Crores as of Q4 FY26 ^[3].
• On a gross proceeds basis, the issue is therefore 2.26x the current paid-up equity capital, or 125.78% larger. This is derived from Rs 99.97 Crores divided by Rs 44.27 Crores.
• This is a comparison of funds raised versus existing paid-up capital; it is not an immediate addition of Rs 99.97 Crores to paid-up share capital. Each warrant converts into one equity share of face value Rs 10 within 18 months ^[4]. If all warrants convert, the face-value addition would be approximately Rs 9.80 Crores, taking equity share capital to roughly Rs 54.07 Crores, before considering ESOP conversion. The filing’s pre- and post-allotment share counts support this conversion structure ^[5].

Use of proceeds

The disclosed allocation is:

• Working capital: Rs 89.72 Crores
• General corporate purposes: Rs 10.00 Crores
• Issue expenses: Rs 0.25 Crores
• Total: Rs 99.97 Crores ^[6]

NOF compliance is not identified as a separate object of the issue. The filing refers to compliance with SEBI ICDR requirements and requisite regulatory approvals, including RBI approval where applicable, but that is different from stating that the proceeds are specifically earmarked to meet an NBFC NOF shortfall ^[7].

The appropriate reading is therefore: a large capital-raising intended primarily for working capital, with potential balance-sheet support for the NBFC business, but no explicit company disclosure that it is being raised specifically to satisfy regulatory NOF requirements. The broad working-capital and general-corporate-purpose categories, together with permitted allocation flexibility, leave some usage discretion with the company ^[6].