The Company seeks RoC adjudication over two filing errors

The Company has sought Registrar of Companies, or RoC, adjudication over two statutory filing errors. A November 23, 2024 private-placement return misstated a 374,145-share allotment as 74,829 shares at Rs 735 each, rather than Rs 147 each, while a separate filing incorrectly described compulsorily convertible debentures, or CCDs.

What was wrong with The Company’s private-placement filing?

The Company’s Form PAS-3, the return of allotment filed with the RoC, contained an incorrect board resolution for a private placement approved and effected on November 23, 2024. The form reflected 74,829 equity shares at Rs 735 per share, while The Company says the correct allotment was 374,145 equity shares at Rs 147 per share.

The difference applied to both the share count and issue price. The correct allotment of 374,145 shares was five times the 74,829 shares shown in the incorrect PAS-3, while the incorrectly recorded Rs 735 price was five times the disclosed Rs 147 price. The Company says Rs 147 was determined through a valuation report dated October 25, 2024.

The Company attributes the discrepancy to an inadvertent clerical error in the PAS-3 attachment, rather than to a revised allotment decision. The October 25, 2024 valuation report was issued by Ms. Nikita, an independent registered valuer with registration number IBBI/RV/05/2022/14880. The disclosure identifies the board meeting of November 23, 2024 as the basis for both the original return and the corrective filing.

How did The Company correct the PAS-3 private-placement record?

The Company corrected the private-placement record by filing a fresh PAS-3 on June 5, 2025 for the balance 299,316 equity shares. The fresh filing, bearing service request number AB4435533, related to the same November 23, 2024 board meeting. The 299,316 shares in the corrective filing plus the 74,829 shares in the original filing equal the disclosed total of 374,145 shares.

The capital-history table presents the November 23, 2024 placement in two parts. It shows 74,829 shares and then 299,316 shares, each at an issue price of Rs 147, taking cumulative equity shares to 15,874,145. The resulting paid-up equity share capital was Rs 15.874145 crore, calculated at the stated Rs 10 face value per equity share rather than the Rs 147 issue price.

The Company also filed an adjudication application in Form GNL-1 on December 6, 2025, bearing service request number AB9648655, to regularise the private-placement discrepancy. The disclosure confirms that this application was submitted to the RoC, but does not separately state its status as of the Red Herring Prospectus date. It also does not disclose an RoC order, hearing date or penalty for this private-placement matter.

What was The Company’s separate CCD filing error?

The Company’s separate filing error concerned the type of debentures originally allotted. Its PAS-3 incorrectly recorded optional convertible debentures instead of CCDs, or compulsorily convertible debentures. The Company subsequently filed a rectified PAS-3 with the correct particulars for the CCD issuance.

The Company submitted a second GNL-1 adjudication application on December 6, 2025, with service request number AB9648788, to regularise the CCD filing error. The prospectus specifically states that this application remained pending before the RoC as of the Red Herring Prospectus date. No adjudication order, monetary penalty or final determination is disclosed for the CCD matter.

The CCD issuance subsequently affected The Company’s equity share count through conversion. On August 20, 2025, The Company allotted 483,040 equity shares following the conversion of CCDs after taking a bonus allotment into account. Cumulative equity shares then reached 16,357,185 and paid-up equity share capital reached Rs 16.357185 crore.

How do the filing errors fit into The Company’s capital history?

The filing errors occurred during a period of substantial changes in The Company’s share capital. Equity shares rose from 15,500,000 after the October 25, 2024 bonus issue to 15,874,145 after the November 23, 2024 private placement. The 374,145-share placement therefore increased the share count by about 2.4% from the immediately preceding 15,500,000 shares.

The Company later completed a November 10, 2025 bonus issue of 26,171,496 equity shares in the ratio of 16 shares for every 10 fully paid-up equity shares held. That transaction lifted cumulative equity shares from 16,357,185 to 42,528,681. The October 25, 2024 bonus issue had instead added 12,400,000 shares in a ratio of four shares for every one fully paid-up equity share held.

The November 10, 2025 bonus issue was the largest share-capital movement in the disclosed sequence, adding 26,171,496 shares. As of the Red Herring Prospectus date, The Company reported one class of share capital, fully paid-up equity shares with a Rs 10 face value, and no outstanding convertible instruments. That position followed the August 20, 2025 conversion of the CCDs into equity shares.

What remains unresolved in The Company’s RoC adjudication?

The RoC’s treatment of the two filing discrepancies remains unresolved until it acts on the adjudication applications. The Company says it filed the applications suo moto, meaning on its own initiative, in relation to past delays and discrepancies in electronic forms under the Companies Act, 2013. The disclosed record does not say that the filing errors altered the stated economics of the November 23, 2024 placement of 374,145 shares at Rs 147 each.

The Company’s pre-issue capital structure comprises 42,528,681 equity shares with aggregate face value of Rs 42.528681 crore. Its authorised share capital is 60,000,000 equity shares, with aggregate face value of Rs 60 crore. The final post-issue capital structure was not stated because it was subject to finalisation of the issue price and basis of allotment.

Conclusion

The disclosures identify two separate statutory-form issues: an incorrect PAS-3 attachment for the November 23, 2024 private placement and a PAS-3 classification error for CCDs. The Company corrected both records through subsequent PAS-3 filings and submitted two GNL-1 applications on December 6, 2025, while reporting 42,528,681 fully paid-up equity shares as of the Red Herring Prospectus date.

The next disclosed development is the RoC’s decision on the adjudication applications, particularly the CCD application that remained pending as of the Red Herring Prospectus date. The other matter to monitor is the final post-issue share capital, which will depend on the stated finalisation of the issue price and basis of allotment.