Euphoria Infotech proposes Rs 2.35 crore warrant issue

Euphoria Infotech (India) Limited has proposed issuing 8 lakh preferential warrants at Rs 29.38 each, for total consideration of Rs 2.35 crore upon full exercise. The November 14, 2026 board decision names public-category investors Ajay Singhania and Krishna Kumar Singhania for 4 lakh warrants each, with a stated 10.81% holding apiece after full conversion.

What has Euphoria Infotech proposed?

Euphoria Infotech has approved a proposed preferential allotment of 8 lakh warrants, with each warrant carrying the right to subscribe to one equity share. At the exercise price of Rs 29.38 per warrant, the aggregate consideration is Rs 2.35 crore if all 8 lakh warrants are exercised and converted into equity shares.

The board considered and approved the proposal on November 14, 2026. Euphoria Infotech said the preferential allotment would follow the Companies Act, 2013, related rules and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, or SEBI ICDR Regulations.

The Rs 29.38 issue price was computed under Regulations 164(1) and 166A of the SEBI ICDR Regulations, according to Euphoria Infotech. The filing says the price was based on a valuation report dated November 14, 2026 from Manish Gadia, a registered valuer with registration number IBBI/RV/06/2019/11646.

Who would receive Euphoria Infotech’s proposed warrants?

Euphoria Infotech has proposed to allot 4 lakh warrants to Ajay Singhania and 4 lakh warrants to Krishna Kumar Singhania. The filing classifies both proposed allottees as public investors, and their combined allocation represents all 8 lakh warrants in the proposed issue.

Both investors had zero pre-issue equity shares and a 0.00% pre-issue holding in the shareholding table. On full conversion, Ajay Singhania would receive 4 lakh equity shares and hold 10.81%, while Krishna Kumar Singhania would also receive 4 lakh shares and hold 10.81%.

The two disclosed post-conversion percentages total 21.62%. That comparison with the stated pre-issue 0.00% holding for each allottee shows that the ownership change would arise only if their respective warrants are fully exercised, rather than at the point of warrant allotment.

Euphoria Infotech specifies that the 10.81% figure for each proposed allottee assumes full conversion of all warrants issued to that person. The announcement does not report any existing holding by either proposed allottee before the transaction, nor does it identify either recipient as a promoter or promoter-group investor.

How would Euphoria Infotech’s warrant payment and exercise work?

Euphoria Infotech requires an amount equivalent to at least 25% of the consideration to be paid for each warrant on its allotment date. Based on the total potential consideration of Rs 2.35 crore, the minimum payment across the proposed 8 lakh warrants would be Rs 58.76 lakh.

The remaining 75% would be payable when equity shares are allotted following the exercise of the warrants. On the stated aggregate consideration, that balance is Rs 1.76 crore, meaning the full Rs 2.35 crore consideration depends on holders exercising the warrants and paying the conversion balance.

The warrants may be exercised in one or more tranches from the date of allotment until 18 months from that date. Euphoria Infotech did not disclose an allotment date in its November 14, 2026 announcement, so the filing does not establish the calendar end-date of the 18-month exercise period.

The proposed structure differs from an immediate allotment of 8 lakh equity shares because shares would be issued only on warrant exercise. Euphoria Infotech also recorded that there was no cancellation or termination of the issuance proposal as of the November 14, 2026 disclosure.

What approvals and capital changes has Euphoria Infotech scheduled?

Euphoria Infotech has convened an Extra-Ordinary General Meeting, or EOGM, for December 14, 2026 at 1:00 p.m. to seek members’ approval. The company said the EOGM notice would be submitted separately after the board meeting held on November 14, 2026.

The board also approved, subject to shareholder approval, an increase in authorised share capital to Rs 4 crore from Rs 3.25 crore. The authorised capital would be divided into 40 lakh equity shares with a face value of Rs 10 each, compared with 32.5 lakh shares of Rs 10 each before the proposed change.

The authorised equity-share capacity would therefore rise by 7.5 lakh shares, while the proposed warrant issue could result in 8 lakh equity shares after full exercise. Euphoria Infotech did not explain the relationship between the 7.5 lakh-share capacity increase and the 8 lakh warrants in the November 14 filing.

The same board announcement reported governance changes effective November 14, 2026. Avijit Mallick resigned as an independent director and chairperson of three committees, while Nikita Jain was appointed as an additional independent director, subject to shareholder approval, and became chairperson of the reconstituted audit, nomination and remuneration, and stakeholders’ relationship committees.

Conclusion

Euphoria Infotech’s proposed transaction gives two public-category investors the right to subscribe for a combined 8 lakh equity shares at Rs 29.38 each. Full conversion would produce Rs 2.35 crore of consideration, give each allottee 10.81% of the company’s equity on the disclosed assumptions, and require at least Rs 58.76 lakh at the warrant-allotment stage.

The next disclosed event is the EOGM on December 14, 2026 at 1:00 p.m., when Euphoria Infotech will seek member approval. The filing also leaves the warrant allotment date unresolved, which will determine the start of the 18-month exercise period and when the 75% conversion balance becomes payable.