Leo Dryfruits raises ₹38.5 crore via warrants in 2026

Leo Dryfruits & Spices Trading Limited has approved a preferential issue of warrants to raise fresh capital, marking the latest in a series of corporate actions aimed at expanding the company’s funding options. The board cleared the issuance of 70 lakh fully convertible warrants (FCWs), which can bring in up to ₹38.5 crore if fully converted. The stated objective is to strengthen long-term financial resources for working capital, capital expenditure, business expansion, and strategic investments.

The disclosure also outlines the regulatory route, pricing basis, payment schedule, and lock-in requirements, along with the company’s process to secure shareholder approval. Separately, the company has also reported earlier shareholder approval to amend its Articles of Association to enable warrant and convertible security issuances, and a later committee decision approving allotment of a larger warrant tranche after “in-principle” approvals.

Board approves 70 lakh warrants to raise up to ₹38.5 crore

The board meeting held on August 08, 2026 approved a preferential issue of 70,00,000 FCWs. At an issue price of ₹55 per warrant, the fundraise size works out to ₹38,50,00,000, or ₹38.5 crore. Each warrant carries the right to subscribe to one fully paid-up equity share of face value ₹10.

The company said the fundraise is intended to augment long-term financial resources across multiple uses, including working capital and capital expenditure. It also listed business expansion and strategic investments among the uses. The issue targets nine proposed allottees, comprising two promoters and seven public non-promoter investors. The company stated that there is no expected change in management or control after the allotment.

Pricing, relevant date, and SEBI framework

The issue price of ₹55 per warrant was determined under Regulation 164 read with Regulation 161 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company cited August 05, 2026 as the relevant date used for pricing. It also stated that the price meets the floor price requirement under applicable provisions.

The board approval was disclosed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Chapter V of the SEBI ICDR Regulations, 2018. The company noted that the allotment must be completed within timelines prescribed under SEBI ICDR Regulations and other applicable laws. The warrants and resulting equity shares will also be subject to lock-in requirements under Chapter V.

Conversion timeline and payment schedule

The conversion option on the warrants can be exercised within 18 months from the date of allotment. The payment structure follows the standard warrant funding template prescribed by SEBI. A minimum of 25% of the issue price is payable at subscription and allotment. The remaining 75% becomes payable when the warrant holder exercises the conversion option.

The company disclosed that if the conversion option is not exercised within the stipulated period, the warrants will lapse. In such a case, the upfront amount paid will be forfeited in line with SEBI ICDR Regulations. Equity shares arising from the conversion will rank pari passu with existing equity shares.

Proposed allottee mix and control position

The proposed issuance is targeted at nine allottees, split between promoters and public non-promoter investors. The company explicitly stated that no change in management or control is expected after the allotment. This point matters for investors assessing whether the fundraise is structured primarily as growth capital or as a control or ownership reset.

However, the eventual impact on shareholding would depend on actual conversion by warrant holders within the 18-month window. The company has not, in the provided disclosures, specified post-conversion shareholding percentages for each allottee in this particular 70 lakh warrant plan.

Shareholder approval route: EGM to be convened

For the August 08, 2026 preferential issue plan, the company said an Extraordinary General Meeting (EGM) will be convened to seek shareholder approval. Preferential issues of this nature typically require shareholder consent through a special resolution, along with detailed disclosures on pricing, allottees, and lock-in.

The company’s disclosure emphasizes process compliance, including adherence to the relevant SEBI regulations and completion of allotment within prescribed timelines. Investors tracking the next steps will typically look for the EGM notice, explanatory statement, and outcome filing.

Earlier EGM: Articles amended to enable warrant issuance

Leo Dryfruits & Spices Trading Limited has also reported that shareholders approved alteration of the Articles of Association to enable issuance of warrants and convertible securities. The resolution was passed with 100% votes in favour at an EGM held on July 17, 2026 via video conferencing. The change included insertion of a new Article 15A, intended to expand the company’s capital-raising instruments.

The company reported 81,59,140 votes in favour with no votes against and no invalid votes. It also disclosed that votes polled represented 45.60% of the outstanding shares. Participation at the meeting was reported as 12 members via video conferencing.

Voting snapshot and the disclosed public category numbers

The company’s disclosed voting table included the public non-institution category line item and the overall totals. The public non-institution category showed 1,09,10,460 shares held and 37,55,510 votes polled, all in favour. The total votes polled and cast in favour were reported at 81,59,140.

Another disclosure: committee approves 2 crore warrants at ₹40

In another disclosed update, the company stated that after receiving “in principle” approvals from NSE (Ref: NSE/LIST/54777 dated 14.07.2026) and BSE (Ref No. LOD/PREF/DA/FIP/514/2026-27 dated 15.07.2026), a Preferential Issue Committee approved allotment of 2,00,00,000 warrants through a circular resolution dated July 27, 2026. These warrants were approved for allotment to promoter and non-promoter investors on a preferential basis.

The disclosed price for this tranche was ₹40 per warrant (including a premium of ₹30). Under the payment terms described, 25% of the issue price was received upfront, with the remaining 75% payable within 18 months. Based on the disclosed price and warrant count, the total size of this tranche works out to ₹80 crore, with an upfront receipt of ₹20 crore and the balance ₹60 crore payable on conversion.

Key terms and figures at a glance

The disclosures contain multiple dates, prices, and structures. The table below summarises the key terms explicitly mentioned.

Market impact: what changes for investors

From a market perspective, these disclosures matter because warrants can eventually convert into equity shares, increasing the share count if exercised. The company has explicitly stated that equity shares arising from conversion will rank pari passu with existing equity shares, which is standard but important for shareholder rights. The lock-in requirement under SEBI ICDR Chapter V also affects when allotted securities can be sold.

For investors, the immediate impact is largely informational until shareholder approvals and allotment milestones are completed for each proposal. The company has also separated enabling actions, such as the Articles of Association change, from transaction-specific actions, such as pricing, identified allottee count, and payment structure.

Conclusion

Leo Dryfruits & Spices Trading has outlined a warrant-led fundraising path, with the board approving a 70 lakh warrant issue at ₹55 to raise up to ₹38.5 crore, and separate disclosures referencing a larger 2 crore warrant allotment at ₹40 after exchange “in-principle” approvals. Shareholders have already approved an Articles amendment enabling such issuances through insertion of Article 15A. The next confirmed step for the ₹38.5 crore proposal is convening an EGM for shareholder approval, following which the company must complete allotment within SEBI-prescribed timelines.