Indiabulls Ltd

Indiabulls Limited trading window closes from October 1, 2026 until 48 hours after the declaration of unaudited results for the quarter and half year ending September 30, 2026.

Parties and target

• Target: Indiabulls Limited.
• Acquirer: Phanes Limited; PACs include Sameer Gehlaut.
• Disclosing party promoter group: Yes.
• Exchanges: BSE and NSE.

Pre-transaction holdings

• Acquirer pre-holding: NIL voting rights.
• PAC pre-holding: 76,43,94,150 equity shares; 32.88%.
• Encumbrances: Nil; VRs: Nil.

Transaction details

• Mode: Preferential allotment of warrants.
• Acquirer warrants: 22,52,50,000; PAC warrants: 14,02,50,000.
• ESOP allotments: 51,61,464 and 26,60,700 shares.
• PAC acquired 22,41,914 shares May 14–19, 2026.
• Date of allotment: Sept 24, 2026.

Post-transaction holdings & capital

• Post-holding voting rights: PAC 76,66,36,064 shares; 32.87%.
• Post-dilution: 39.45% of diluted capital.

Capital context

• Before equity capital: Rs. 464,87,64,276.
• After equity capital: Rs. 466,44,08,604.
• Total diluted capital: Rs. 573,97,64,276.

Transaction timing

• Date of transaction: September 24, 2026.

Transaction highlights

• Target Company: Indiabulls Limited.
• Disclosing Party: Hermes Limited (promoter) and PACs including Sameer Gehlaut; promoter group.
• Transaction Type: Preferential allotment of warrants; acquirer 14,02,50,000 and PAC 22,52,50,000.
• Pre-Transaction: Acquirer voting rights NIL.
• Pre-Transaction: PAC held 76,43,94,150 equity shares (32.88%).
• Pre-Transaction: Encumbrances Nil.
• Post-Transaction: PAC holds 76,66,36,064 voting shares (32.87%).
• Post-Transaction: Acquirer holds NIL voting rights.
• Post-Transaction: Total voting share 32.87%; diluted 39.45%.
• Date of allotment: September 24, 2026.
• Equity capital before: Rs 464,87,64,276; after: Rs 466,44,08,604.
• Total diluted capital: Rs 573,97,64,276.

AGM Details

• AGM held on 28 September 2026 via Video Conferencing.
• Meeting started 11:00 IST and concluded 11:56 IST.
• Record date for eligibility was 21 September 2026.

Key Resolutions

• Adoption of standalone and consolidated financial statements for FY2025-26.
• Re-appointment of Praveen Kumar Tripathi as Non-Executive Director liable to rotation.
• Remuneration increase for Gurbans Singh, Whole-time Director and KMP.
• Appointment of Dr. Sushi Singh as Independent Director for one year.

Voting Results

• All resolutions passed by requisite majority per Scrutinizer's report.

Director Changes

• Dr. Sushi Singh appointed Independent Director for one year.
• Praveen Kumar Tripathi re-appointed Non-Executive Director liable to rotation.

Other Material Approvals

• Definitive agreement to acquire 70% stake in Fintech Cloud for Rs 1050 crore via 21 crore equity shares.
• Acquired control by appointing majority of Fintech Cloud directors as nominees.

Auditor Appointments

• No changes in statutory or Secretarial auditors disclosed.

Transaction overview

• Target Company: Indiabulls Limited.
• Acquirer: Phanes Limited; promoter group.
• Disclosing party: Phanes Limited with promoter-group PACs.
• Transaction type: Preferential allotment of warrants convertible into equity shares.
• Warrants issued: 22,52,50,000 to acquirer; 14,02,50,000 to PAC.
• Conversion: warrants convertible into fully paid equity shares (Rs 2).
• Pre-transaction holdings: Acquirer 0; PAC 76,43,94,150 voting shares (32.88%).
• Post-transaction holdings: PAC 76,66,36,064 voting shares; 32.87%.
• Post-transaction diluted voting capital: 39.45%.
• Date of preferential allotment: September 24, 2026.
• ESOP acquisitions: June 8 and August 19, 2026.
• PAC acquired 22,41,914 shares May 14–19, 2026.
• Share capital before: Rs. 464,87,64,276.
• Share capital after: Rs. 466,44,08,604.
• Total diluted capital: Rs. 573,97,64,276.

Acquisition under Reg 29(2) – Indiabulls

• Target Company: Indiabulls Limited.
• Disclosing party: Hermes Limited; promoter group with PACs including Sameer Gehlaut.
• Transaction type: Preferential allotment of warrants convertible to equity.
• Pre-transaction holding: Acquirer NIL voting rights; PAC held 76,43,94,150 shares (32.88%).
• Transaction details: Acquirer warrants 14,02,50,000; PAC warrants 22,52,50,000.
• Date of preferential allotment: September 24, 2026.
• ESOP-related acquisitions: June 8, 2026; August 19, 2026; May 14–19, 2026.
• Post-transaction holding: PAC holds 76,66,36,064 shares (32.87%); 36,55,00,000 warrants.
• Equity share capital before/after: Rs 464,87,64,276; Rs 466,44,08,604.
• Total diluted capital after: Rs 573,97,64,276 (39.45% diluted).
• Equity shares after: 233,22,04,302; before: 232,43,82,138.

Key Update

• Date of allotment: September 24, 2026.
• Aggregate warrants allotted: 51,55,00,000 at INR 19.40 per warrant.
• Warrants convertible into equal number of equity shares at face value INR 2.
• Promoter group subscribers: Phanes Limited and Hermes Limited.
• Non-promoter subscribers: EBISU Global Opportunities Fund Limited and Nyaasa Global Fund VCC.
• Aggregate subscription money received: INR 250.01 crore (25% of issue price).
• Allotment under SEBI ICDR Chapter V with approvals.

Target overview

• Target: Fintech Cloud Private Limited, LSP for NBFCs; tech solutions provider.
• Presence in India; FY25-26 turnover Rs 133.77 crore, PBT Rs 30.31 crore.

Deal terms

• Acquisition: 70% stake, up to 21 crore Indiabulls shares.
• Consideration: Rs 1,050 crore; equity value Rs 1,500 crore.
• Funding via issuance of shares under NCLT-approved scheme.
• Regulatory approvals: NCLT and SEBI/Stock Exchanges required.
• Timeline: 9-12 months to completion.
• Nature of consideration: equity shares issuance.

Strategic rationale

• Purpose: enter fintech segment via NBFC tech solutions.
• Strengthens tech-enabled lending support for NBFCs.

Regulatory/completion outlook

• Regulatory approvals required: NCLT, SEBI and stock exchanges.
• NCLT-approved Scheme of Amalgamation to govern acquisition.
• Completion timeline: 9-12 months from signing.

Target background

• Product line: Loan service provider to NBFCs.
• Incorporation: January 11, 2021.
• Turnover history: Nil in FY23-24 and FY24-25; Rs 133.77 Cr in FY25-26.
• Presence: India.