Amba Auto warrant plan would lift promoter holding to 72.98%

Amba Auto Sales and Services Limited (Amba Auto) has proposed a Rs 161.60 crore preferential warrant issue that would raise promoter and promoter-group ownership to 72.98% from 71.22% on full conversion. The November 2, 2026 board-approved plan covers 1.60 crore warrants at Rs 101 each and remains subject to shareholder and applicable regulatory approvals.

What has Amba Auto proposed to shareholders?

Amba Auto has proposed issuing up to 1.60 crore fully convertible equity warrants through a preferential allotment on a private-placement basis. Each warrant carries the right to subscribe to one equity share with a face value of Rs 10, and the issue price is Rs 101 per warrant, giving the proposed issue an aggregate value of up to Rs 161.60 crore.

The warrants are proposed for identified promoters, promoter-group members and non-promoter persons or entities. Amba Auto said the warrants may be converted into an equivalent number of fully paid-up equity shares within a maximum period of 18 months from the date of allotment, subject to the terms disclosed in the November 2, 2026 filing.

The board also approved an increase in authorised share capital, subject to shareholder approval, from Rs 20 crore comprising 2 crore equity shares of Rs 10 each to Rs 35 crore comprising 3.50 crore equity shares of Rs 10 each. The proposed ceiling exceeds the 3.4324 crore shares that Amba Auto has disclosed as its fully diluted post-preferential share count if every warrant converts.

The preferential allotment is proposed under the Companies Act, 2013, associated rules and Chapter V of the Securities and Exchange Board of India (SEBI) Issue of Capital and Disclosure Requirements Regulations, 2018. Amba Auto has described the issue as a private-placement preferential allotment, rather than a public offering.

How would the warrant issue change Amba Auto ownership?

Amba Auto has disclosed that promoter and promoter-group ownership would rise to 72.98% from 71.22% if all 1.60 crore proposed warrants are converted. Their holding would increase by 120 lakh shares, from 130.50 lakh shares before the preferential issue to 250.50 lakh shares on the fully diluted post-issue basis.

Public shareholding would increase by 40 lakh shares in absolute terms, from 52.74 lakh shares to 92.74 lakh shares, but its percentage would decline by 1.76 percentage points to 27.02%. The total share count would rise by 160 lakh shares, from 183.24 lakh shares to 343.24 lakh shares, matching the maximum number of warrants proposed.

Amba Auto states that its post-preferential figures are calculated on a fully diluted basis, assuming full conversion of the proposed warrants. It has also said the proposed issue will not result in a change in control or management, despite the promoter and promoter-group percentage increasing by 1.76 percentage points under that assumption.

Who would receive Amba Auto’s proposed warrants?

Amba Auto has identified 105 proposed allottees, comprising eight promoter or promoter-group recipients and 97 non-promoter recipients. The promoter and promoter-group recipients are allocated 120 lakh warrants in total, while the non-promoter recipients are allocated the remaining 40 lakh warrants.

Pradeep Kumar Lohia is the largest proposed promoter allottee, with 25 lakh warrants. Rakesh Kumar Lohia, Rachna Lohia, Vikash Kumar Lohia and Shilpy Lohia are each proposed to receive 23 lakh warrants, while Sakshi Lohia, Harsh Kumar Lohia and Vivaan Kumar Lohia are each allocated 1 lakh warrants.

Among the non-promoter recipients, Rohit Lohia is proposed to receive 7.50 lakh warrants. Krisha V Talreja and Sanjay Harshadrai Mehta are each allocated 2.675 lakh warrants, while Kamlesh Sureshlal Bhojwani is proposed to receive 2 lakh warrants.

The disclosed allottee list extends to allocations of 4,000 warrants for several recipients. Amba Auto’s list includes individuals, Hindu Undivided Families, limited liability partnerships and private limited companies, including Cyzen Advisors Private Limited, Maruti Multichem Private Limited, Sprika Fintech Private Limited and Vardayni Global LLP.

When would Amba Auto receive the warrant consideration?

Amba Auto would receive Rs 25.25 per warrant, equal to 25% of the Rs 101 issue price, when a warrant is subscribed and allotted. If all 1.60 crore warrants are subscribed, the upfront amount would total Rs 40.40 crore, while the remaining 75%, or Rs 75.75 per warrant, would be payable when holders exercise their warrants.

The full Rs 161.60 crore consideration therefore depends on the exercise and conversion of warrants within the maximum 18-month period from allotment. Amba Auto has stated that consideration will be in cash and that it will inform the stock exchange when warrants are converted or their tenure lapses.

The warrants and equity shares arising from conversion will be subject to lock-in under applicable SEBI regulations. The November 2, 2026 announcement does not state the intended use of the proposed Rs 161.60 crore proceeds or give a timetable for exercises within the permitted 18-month conversion period.

When will shareholders vote on Amba Auto’s warrant proposal?

Amba Auto has called an extraordinary general meeting, or EGM, on December 3, 2026 to seek shareholder approval for the preferential warrant issue and the authorised-share-capital increase. The meeting, numbered EGM/01/2026-27, will be conducted through video conferencing or other audio-visual means.

The company has set November 26, 2026 as the cut-off date for determining voting eligibility. Shareholders holding Amba Auto shares in dematerialised or physical form at the close of business on that date can vote through remote e-voting and at the EGM.

The board meeting that approved the proposals began at 6:30 p.m. and concluded at 7:30 p.m. on November 2, 2026. Amba Auto said the proposals require shareholder approval and any applicable statutory or regulatory approvals, so neither the warrant allotment nor the fully diluted ownership outcome has yet taken effect.

Conclusion

The proposed issue would add up to 1.60 crore shares on full conversion, lifting Amba Auto’s fully diluted share count from 183.24 lakh to 343.24 lakh. Promoter and promoter-group shares would rise by 120 lakh, lifting their ownership from 71.22% to 72.98%, while public ownership would decline from 28.78% to 27.02% on the same fully diluted basis.

The next disclosed event is the December 3, 2026 EGM, for which November 26, 2026 is the voting cut-off date. If shareholders approve the plan and warrants are allotted, the disclosed points to watch are the Rs 40.40 crore upfront subscription amount, exercises during the 18-month period and stock-exchange notifications of conversions or lapses.