Pavna Industries Ltd

Acquisition: Pavna Electric Systems Private Limited

• Target: Pavna Electric Systems Private Limited, India-based auto components manufacturer and supplier.
• Industry: Automobile components, auto parts, locks, electrical & electronic components; presence in India.
• Acquisition: 52.38% equity stake in PESPL; 11,000 shares allotted to Pavna Industries Limited.
• Valuation and price: Fair value Rs 154.50 per share including premium.
• Consideration: Cash consideration for the stake.
• Completion timeline: Within 120 days from shareholders' approval.
• Related party: Yes; promoter group interested; arm's length per valuation.
• Rationale: Leverage synergies with auto businesses; expand capabilities, product portfolio, market presence.
• Background: Incorporated 19-02-2021; turnover 2022–25 Rs 18.37–25.78 Cr; net worth Rs 0.23 Cr; India presence.
• Outcome: PESPL will become a Pavna Industries subsidiary.

Issue Overview

• Type of issue: Preferential issue involving equity shares and fully convertible warrants.
• Total issue size revised; net proceeds revised downward due to warrant forfeiture.
• Main objectives: funding working capital, general corporate purposes, and strategic acquisitions.

Utilisation of Proceeds

• Utilisation per offer document: as disclosed.
• GCP allocation adjusted due to revised proceeds; still within approved limits, per board.
• Warrant forfeiture reduced funds received; potential regulatory impact on GCP allocation.
• GCP utilisation to date: partial; remaining funds allocated to GCP.
• Issue-related expenses: completed; no further utilisation this period.
• Working capital: fully utilised.
• Strategic acquisitions: ongoing.
• Unutilised funds: parked in monitoring account.

Governance and Compliance

• Approvals: statutory approvals not applicable to the objects.
• Material events: warrants lapse and upfront forfeiture; reduced fund raise impacts allocations.
• Regulatory note: potential GCP breach risk due to changed proceeds; board to note.
• Observations: board asserts GCP utilisation within approved allocation.

GCP

• GCP allocation approved; utilisation partial; remaining funds earmarked for GCP.
• GCP status: partial deployment with ongoing utilization.

Use of proceeds status

• Purpose: No deviation or variation in use of proceeds.
• Mode: Preferential Issue.
• Funds raised: ₹210.70 crore on 29 January 2025.
• Monitoring agency: CARE Ratings Limited.
• Status: No utilisation in quarter ended 30 June 2026.
• Balance 75% warrant proceeds not received; upfront 25% forfeited.
• Warrant expiry: 28 July 2026; forfeiture effective 29 July 2026; revised raise ₹119.80 crore.
• Original vs modified allocations due to undersubscription; GCP and strategic acquisitions reduced.
• GCP: 80.25 -> 50.00; Strategic acquisitions: 160.00 -> 78.92.
• Audit Committee comments: None; Auditors: None.

Financial highlights

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026.
• Standalone revenue from operations: 875430 lacs; total income: 879694 lacs.
• Profit after tax: 8874 lacs; basic/diluted EPS: ₹0.06.
• Warrants lapse: upfront 25% received; 75% due; ₹30.30 cr forfeited; no change in paid-up capital.
• Share split: Rs10 to 10 Rs1 shares; effective 15-Sep-2025.
• Preferential issue: 17,72,200 equity shares to non-promoter; upfront paid.
• 24,00,000 convertible warrants to promoter group; 25% upfront paid; balance due.
• Single operating segment: Automotive.
• Auditors' limited review: no material misstatement observed.

Appointment of SMP: Soumya Sinha

• Soumya Sinha appointed Deputy Chief Executive Officer – Export Business and Senior Management Personnel, effective August 11, 2026.
• Reason: Appointment as SMP.

Meeting Details

• Date: August 13, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated quarterly results for quarter ended June 30, 2026.

Other Notes

• Trading window closed from July 01, 2026 to 48 hours after the unaudited Q1 results declaration.

SMP designation post-restructure

• Internal restructuring; 27 SMPs designated effective 27-07-2026.
• Reason: organizational realignment of reporting lines.
• Term: SMP designation with no fixed term specified.

Internal Auditor appointment

• Internal Auditor appointed: M/s Suri & Sudhir for FY 2026-27; date 27-07-2026.
• Firm: M/s Suri & Sudhir, Chartered Accountants; internal auditor for FY 2026-27.
• Profile: 50+ years experience; 4 partners; 7 CAs; 30+ staff.
• Peer review valid till 2029; SQC1 compliant.
• Appointment date: 27-07-2026; Term: FY2026-27.