Private placement in Spray Engineering

Document Summary

SPRAY ENGINEERING DEVICES LIMITED has approved the allotment of 25,09,642 fully paid-up equity shares of Rs. 10/- each at a premium of Rs. 277/- each on a preferential allotment basis (private placement). This resolution was passed during the 117th meeting of the Board of Directors held on May 16th, 2024. The approval is pursuant to Sections 42 and 62 of the Companies Act, 2013, read with relevant rules.

The board accorded the allotment of 25,09,642 equity shares against the share application money received from the allottees. The total investment amount from this allotment is Rs. 720.27 million. The meeting also approved the issuance of equity shares on a preference basis with an issue price of Rs. 287/- each, including the premium of Rs. 277/- and a face value of Rs. 10/-, for the same aggregate value of Rs. 720.27 Million. The explanatory statement indicated this capital raise is intended to accelerate the current growth rate, maintain capital adequacy for a potential Initial Public Offering (IPO), and meet company expenses. The Board of Directors approved the fund raising on April 12, 2024, and the shareholders approved it on May 6, 2024.

Details of Allotment: The following table details the investors, nature of investor (Individual/Foreign Fund), number of equity shares allotted, and the investment amount in INR Million. The face value of each share is INR 10, and the premium per share is INR 277.

| Sr. No. | Name of the Investor | Nature of Investor | No. of Equity Shares | Investment Amount (INR in Million) | | ------- | ----------------------------------- | ------------------ | -------------------- | ---------------------------------- | | 1 | Mukul Mahavir Agrawal | Individual | 8,01,693 | 230.086 | | 2 | Vijay Ramvallabh Khetan | Individual | 34,856 | 10.004 | | 3 | Reina R. Jaisinghani | Individual | 1,74,281 | 50.019 | | 4 | Ajay T. Jaisinghani | Individual | 87,140 | 25.009 | | 5 | Girdhari Thakurdas Jaisinghani | Individual | 34,856 | 10.004 | | 6 | Nikhil Ramesh Jaisinghani | Individual | 34,856 | 10.004 | | 7 | Monisha Vijay Khanchandani | Individual | 17,428 | 5.002 | | 8 | Resonance Opportunities Fund | Foreign Fund | 3,48,561 | 100.037 | | 9 | Minerva Ventures Fund | Foreign Fund | 2,78,849 | 80.030 | | 10 | Nova Global Opportunities Fund PCC-Touchstone | Foreign Fund | 1,39,425 | 40.015 | | 11 | Anil Kumar Goel | Individual | 1,39,425 | 40.015 | | 12 | Moheet Vinodkumar Agrawal | Individual | 1,21,996 | 35.013 | | 13 | Bikramjit Singh Kandhari | Individual | 69,712 | 20.007 | | 14 | ICP Investments (Mauritius) Limited| Foreign Fund | 34,856 | 10.004 | | 15 | Rajesh Hansraj Gupta | Individual | 17,428 | 5.002 | | 16 | Prabhat Investment Services LLP | LLP | 34,856 | 10.004 | | 17 | Ritu Gupta | Individual | 17,428 | 5.002 | | 18 | Anil Kumar Agarwal | Individual | 17,428 | 5.002 | | 19 | Priya Goyal | Individual | 17,428 | 5.002 | | 20 | Amita Poddar | Individual | 17,428 | 5.002 | | 21 | Zulia Zafar | Individual | 17,428 | 5.002 | | 22 | Rajesh Garg | Individual | 34,856 | 10.004 | | 23 | Twishaa Gupta | Individual | 8,714 | 2.501 | | 24 | Tanya Gupta | Individual | 8,714 | 2.501 | | | Total | | 25,09,642 | 720.27 |

Further Resolutions:

Mr. Vivek Verma (Managing Director), Mr. Prateek Verma (Wholetime Director), and Mr. Rinkal Goyal (Company Secretary & Compliance Officer) are jointly and severally authorized to execute necessary documents and comply with regulatory requirements.

The company will effect the transfer and delivery of the 25,09,642 Equity Shares to the beneficiary accounts of the investors.

The names of the investors will be entered into the register of members of the Company.

A copy of the resolutions, certified by a director or the company secretary, will be forwarded to concerned authorities for necessary action.

Explanatory Statement Disclosures:

• The object of the issue is to raise funds for general corporate purposes.
• The equity shares will rank pari passu with the existing Equity Shares of the Company.
• The Equity Shares are proposed to be offered to the investors as per the attached list (Table B, list of allottees that includes Names, addresses, Nationality, PAN, Contact Details, and amount paid in INR million.)
• Directors and Key Management Personnel will not be offered any Equity Shares.
• The Company had not allotted any Equity Shares during the Financial Year (FY) until this issue.
• The issue and allotment will be completed within the prescribed timeframe. The allotment shall be completed within sixty days from the date of receipt of application money.
• The monies received will be held in a separate bank account.
• All equity shares will be subject to the provisions of the Memorandum and Article of Association of the Company and will rank pari passu in all respects including dividend with the existing Equity Shares of the Company.
• The names of the Proposed Allottees will be recorded, and a private placement offer cum application letter in Form No. PAS-4 will be issued to them.

Provisional Shareholding Pattern:

| Category | Pre-Issue | Post-Issue | | ---------------------- | --------------- | --------------- | | Promoters' holding | 78.48% | 70.64% | | Non-promoters holding | 21.52% | 29.36% | | Total | 100% | 100% |

Specifically, promoters held 1,77,27,005 shares pre- and post-issue, while non-promoters increased their holdings from 48,59,776 to 73,69,418.

Form PAS-5 details: The company intends to raise Rs. 720.27 Millions by issuing of 25,09,642 equity shares of Rs. 10/- each at a premium of Rs. 277/- each to investors under private placement. The board resolution approving this was passed on 12.04.2024, and the shareholders resolution was passed on 06.05.2024.