Amba Auto promoters set to hold 72.98% after warrant conversion

Amba Auto Sales and Services Limited’s proposed Rs 161.60 crore preferential warrant issue would lift promoter ownership to 72.98% from 71.22% on full conversion of 1,60,00,000 warrants. The company says the issue, proposed for shareholder approval on December 3, 2026, would not change its management or control.

How will Amba Auto’s promoter holding change after conversion?

Amba Auto’s promoter holding would increase by 1.76 percentage points to 72.98% from 71.22%, assuming all proposed warrants are converted into equity shares. Promoter shares would rise from 1,30,50,000 before the issue to 2,50,50,000 after conversion, while total equity shares would increase from 1,83,24,000 to 3,43,24,000.

The promoter and promoter-group category is proposed to receive 1,20,00,000 of the 1,60,00,000 warrants, or 75% of the total issue. Non-promoter ownership would fall to 27.02% from 28.78%, although non-promoter allottees are proposed to receive 40,00,000 warrants. The decline in the non-promoter percentage reflects the larger post-conversion equity base.

The stated post-issue ownership is conditional on conversion of every warrant proposed under the preferential issue. Amba Auto’s notice says that, on the date of dispatch, it had no outstanding convertible securities other than the proposed equity warrants, and its pre-issue shareholding data are as of October 23, 2026.

Which promoter allottees will receive Amba Auto warrants?

Amba Auto proposes to allot 1,20,00,000 warrants among eight promoters and promoter-group members. Pradeep Kumar Lohia would receive 25,00,000 warrants, while Rakesh Kumar Lohia, Rachna Lohia, Vikash Kumar Lohia and Shilpy Lohia would each receive 23,00,000 warrants. Sakshi Lohia, Harsh Kumar Lohia and Vivaan Kumar Lohia would each receive 1,00,000 warrants.

Individual holdings would change because the company’s equity base would expand by 1,60,00,000 shares on full conversion. Pradeep Kumar Lohia’s holding would be 19.08%, compared with 22.10% before the issue, while Rakesh Kumar Lohia and Vikash Kumar Lohia would each hold 19.80%, against 24.54% each before the issue.

Rachna Lohia and Shilpy Lohia would each hold 6.71% after conversion, compared with 0.01% each before the issue. Vivaan Kumar Lohia has no pre-issue holding in the table but would hold 1,00,000 shares, or 0.29%, after conversion. The filing retains the current promoter or promoter-group status for all eight of these allottees.

Will Amba Auto’s warrant issue change company control?

No, Amba Auto states that there will be no change in its management or control following the proposed issue and allotment of equity warrants. This statement accompanies the projected rise in promoter ownership to 72.98% and the proposed allotment of 1,20,00,000 warrants to promoters and promoter-group members.

The preferential issue includes 105 proposed allottees across promoter, promoter-group and non-promoter categories. The four promoter allottees are Pradeep Kumar Lohia, Rakesh Kumar Lohia, Rachna Lohia and Vikash Kumar Lohia, while four additional allottees are designated as promoter-group members.

Amba Auto said it made no other preferential allotment of securities during financial year 2026-27. The issue is proposed for cash, so the filing states that the disclosure requirement concerning an allotment for consideration other than cash does not apply.

What are the size, price and timing of Amba Auto’s warrant issue?

Amba Auto proposes to issue up to 1,60,00,000 fully convertible equity warrants at Rs 101 per warrant, for aggregate proceeds of up to Rs 161.60 crore. Each warrant is convertible into one equity share, meaning full conversion would add 1,60,00,000 shares to the pre-issue base of 1,83,24,000 shares.

The board approved the proposal on November 2, 2026, subject to necessary approvals. The relevant date for determining the issue price was November 3, 2026, 30 days before the extraordinary general meeting scheduled for December 3, 2026.

The proposed Rs 101 issue price includes a Rs 91 premium and stands Rs 1 above the applicable Rs 100 floor price. The 90-trading-day volume-weighted average price was Rs 97.66 per share, compared with Rs 99.35 for 10 trading days. An independent registered valuer, Procurve Valux Private Limited, determined a price of Rs 100 per share.

The filing says preferential allotment must be completed within 15 days from the shareholder special resolution, subject to necessary approvals. If a regulatory, statutory or Central Government approval is pending, the 15-day period begins after that approval or permission is obtained.

How does Amba Auto plan to use the potential proceeds?

Amba Auto plans to use the potential Rs 161.60 crore proceeds within 24 months of receiving funds for capital expenditure, working capital, loan repayment or prepayment, and general corporate purposes. The largest proposed allocation is Rs 64.65 crore for repayment or prepayment of secured and unsecured loans.

Amba Auto expects the warrant proceeds to be received in one or more tranches within 18 months from the warrant allotment date. Until deployment, the company proposes to keep funds in cash-credit or fixed-deposit accounts with a scheduled commercial bank.

Management said the stated uses and timelines are internal estimates that have not been appraised by a bank, financial institution or other external agency. The company said it may revise the estimates and deployment schedule due to financial, market, sectoral, competitive or business conditions, subject to applicable law.

Conclusion

The proposed warrant issue would increase Amba Auto’s promoter holding to 72.98% from 71.22% if all 1,60,00,000 warrants are converted. Promoters and promoter-group members would receive 1,20,00,000 warrants, while non-promoter ownership would move to 27.02% from 28.78% as total shares rise to 3,43,24,000.

The next disclosed event is the December 3, 2026 extraordinary general meeting. If shareholders approve the proposal and required permissions are in place, Amba Auto says allotment should occur within 15 days, while warrant proceeds may arrive in tranches over 18 months and are planned for deployment within 24 months of receipt.