Naapbooks forfeits Rs 2.26 crore as 14.85 lakh warrants lapse

Naapbooks Limited forfeited Rs 2.26 crore of upfront warrant payments after 14.85 lakh of its December 2024 preferential warrants expired unexercised by June 9, 2026, leaving the company with Rs 9.15 crore received against the originally envisaged Rs 15.94 crore issue amount.

Why did Naapbooks forfeit Rs 2.26 crore on warrants?

Naapbooks forfeited the initial 25% payment, amounting to Rs 2.26 crore, on 14.85 lakh warrants because the holders did not exercise their conversion option within the stipulated 18 months from allotment. The deadline was June 9, 2026, and the board approved the forfeiture at its June 10, 2026 meeting under Regulation 169(3) of Chapter V of the Securities and Exchange Board of India (SEBI) Issue of Capital and Disclosure Requirements Regulations, 2018.

The warrants had been issued on December 10, 2024 at Rs 61 each, comprising a face value of Rs 10 and a premium of Rs 51 per equity share. The company’s November 13, 2026 filing says the 25% upfront amount was forfeited specifically for the 14,84,515 cancelled or lapsed warrants. The filing characterises the outcome as non-exercise within the required period, rather than a modification of the preferential issue terms.

The original preferential issue covered 26,13,100 convertible warrants and contemplated Rs 15.94 crore in proceeds. Of that total, 11,28,585 warrants were converted into equity shares while 14,84,515 expired, meaning about 56.8% of the issued warrants lapsed and about 43.2% converted. The unpaid 75% balance on the expired warrants will not be received, according to Naapbooks.

How many Naapbooks warrants converted into equity shares?

Naapbooks converted 11,28,585 of the 26,13,100 warrants into equity shares through five conversion events between July 2025 and June 2026. The largest two conversions were 5,60,000 warrants on May 30, 2026 and 4,46,400 warrants on May 11, 2026, together accounting for 10,06,400 warrants, or nearly 90% of all converted warrants.

The earlier conversion events were smaller: 72,000 warrants on July 9, 2025, 48,000 on January 22, 2026, and 2,185 on June 10, 2026. The final June 10 conversion occurred at the board meeting at which Naapbooks recorded the lapse of the remaining 14,84,515 warrants. Most completed conversions therefore occurred close to the 18-month expiry date.

At the Rs 61 issue price, holders paid 25% upfront when subscribing to the warrants, with the balance payable on conversion. Naapbooks reported Rs 3.99 crore as the aggregate upfront 25% amount received from subscribers. The filing also reports subsequent 75% collections of Rs 54.90 lakh during financial year 2025-26 and Rs 4.61 crore during financial year 2026-27 from holders whose warrants were converted.

How much of the Rs 15.94 crore issue did Naapbooks receive?

Naapbooks received Rs 9.15 crore from the Rs 15.94 crore warrant issue, according to its statement for the half year ended September 30, 2026. This received amount includes the original Rs 3.99 crore upfront collection, subsequent balance payments from converted warrant holders, and the Rs 2.26 crore upfront sum retained through forfeiture after the unexercised warrants lapsed.

The gap between the original issue amount and the reported receipt is Rs 6.79 crore, calculated from the stated Rs 15.94 crore total issue amount and Rs 9.15 crore received. Naapbooks explicitly says the remaining amount will not be received because 14,84,515 warrants were cancelled or lapsed. The original maximum fundraise was therefore not realised in full, notwithstanding the retained upfront amount.

The filing separates the collection outcome from the use-of-proceeds disclosure. It reports no deviation or variation in the use of funds raised for the half year ended September 30, 2026, no audit committee comments after review, and no monitoring agency. Naapbooks states that a monitoring agency was not applicable to this preferential issue.

Where did Naapbooks use the warrant proceeds?

Naapbooks reported that it used the entire Rs 9.15 crore received from the warrant issue across working-capital requirements, capital expenditure and general corporate purposes. Working capital accounted for Rs 7.16 crore, compared with Rs 1.25 crore for capital expenditure and Rs 74 lakh for general corporate purposes.

The original allocation was based on the full Rs 15.94 crore issue size, while utilisation reflects the Rs 9.15 crore actually received. Working-capital utilisation was Rs 84 lakh below its original Rs 8.00 crore allocation, capital-expenditure utilisation was Rs 3.75 crore below its Rs 5.00 crore allocation, and general-corporate utilisation was Rs 2.20 crore below its Rs 2.94 crore allocation. Naapbooks nevertheless marked deviation or variation as nil in the disclosed table.

Naapbooks did not state a revised allocation following the warrant lapse or identify a new fund-raising plan in the November 13, 2026 disclosure. Its statement instead records the original objects, the funds utilised through September 30, 2026, and the fact that the unpaid balance from expired warrants will not be collected. The allocation figures therefore remain the original issue objectives rather than a revised proceeds target.

Conclusion

Naapbooks’ disclosure establishes that the December 2024 preferential warrant issue delivered Rs 9.15 crore rather than the Rs 15.94 crore maximum contemplated at issue. The company converted 11,28,585 warrants, cancelled 14,84,515 after the June 9, 2026 deadline, and retained Rs 2.26 crore of upfront payments under the applicable SEBI warrant rules. Its reported use of received proceeds was led by Rs 7.16 crore for working capital.

The next item to watch is whether Naapbooks discloses a revised financing or allocation plan after Rs 6.79 crore of potential warrant proceeds were not received. The filing for the half year ended September 30, 2026 reports no deviation in use of funds and no monitoring agency, but does not set out a replacement fundraise, revised capital-expenditure target, or timetable for the unused portions of the original Rs 15.94 crore plan.