Sahana System Plans ₹125 Crore Warrant Issue at ₹950 Each

Sahana System Limited has proposed to raise ₹125 crore by issuing 13.16 lakh fully convertible equity warrants at ₹950 each to identified non-promoter investors, with conversion permitted within 18 months. The proposal replaces an earlier ₹92.93 crore warrant plan that the board withdrew because it could not be expanded under the applicable preferential-issue framework.

What has Sahana System proposed in its latest warrant issue?

Sahana System has proposed a preferential issue of up to 13,15,789 fully convertible equity warrants for cash consideration. Each warrant carries an issue price of ₹950 and can be converted into one fully paid equity share with a face value of ₹10.

The aggregate value of the proposed issue is ₹125 crore. The company said the warrants would be issued to certain identified persons in the non-promoter category, subject to shareholder approval and other regulatory or statutory approvals that may apply.

The proposal was placed before shareholders through a postal ballot. Sahana System subsequently issued a corrigendum to the postal ballot notice related to the warrant issuance. The available filing information continues to state the proposed size, price and conversion terms of the ₹125 crore issue.

How will the ₹125 crore warrants be paid for and converted?

Sahana System has set the warrant structure with 25% of the issue price payable at allotment and the balance 75% payable when a warrant is converted into an equity share. This means the initial payment requirement is linked to allotment, while the remaining amount becomes due if the holder elects conversion within the specified period.

The warrants are convertible in one or more tranches within 18 months from allotment. Upon conversion and payment of the balance amount, the warrant holder would receive an equivalent number of fully paid equity shares in the company.

This structure differs from an immediate equity-share issue because the full ₹125 crore is not necessarily received at the outset. The company has disclosed the aggregate proposed value of the warrants, while the actual timing of the balance payment depends on conversions by warrant holders within the permitted period.

The proposed issue is being undertaken under the preferential-issue route and is subject to the requirements of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The company has also initiated a postal ballot to obtain shareholder approval for the proposal.

Why did Sahana System cancel its earlier ₹92.93 crore proposal?

Sahana System cancelled its previous proposal to issue up to 10,56,000 fully convertible warrants at ₹880 each, which would have raised ₹92.93 crore. The earlier proposal had been approved on August 18, 2026 and was intended for promoters and other investors.

According to the company, the earlier warrant structure was calibrated for its immediate baseline capital requirements. The board later decided to evaluate a composite, higher-value capital raise after noting institutional interest, rather than proceed with a smaller structure involving 25% upfront payment and 75% payment over 18 months.

The company said the relevant date, pricing formula and volume of securities in an active preferential issue are locked once shareholders have been notified. These parameters could not be modified or increased mid-process to accommodate a larger issue or additional institutional investors.

Accordingly, the board withdrew and cancelled the proposed issue of 10,56,000 warrants, decided to withdraw its pending in-principle approval application with the National Stock Exchange of India, and cancelled the related postal-ballot item. The ₹125 crore proposal is therefore separate from the withdrawn ₹92.93 crore plan.

What does Sahana System's funding history show?

Sahana System has used preferential issuances in earlier fundraising and transaction-related activity. It raised ₹14.37 crore through a preferential issue of equity shares on July 8, 2024, at a premium of ₹814 per share over the ₹10 face value. The company stated that the entire proceeds had been used for the purposes stated in the relevant offer documents and notices.

In December 2024, the board approved the allotment of 51,766 equity shares at ₹1,478 each, aggregating up to ₹7.65 crore, for consideration other than cash. The shares were issued to acquire 51% of Sourceved Technologies Private Limited, with the issue price above the stated preferential-issue floor price of ₹1,466.18 per share.

The company also reported no deviation or variation in the use of proceeds from a prior preferential issue of fully convertible warrants for the half-year and financial year ended March 31, 2026. Its audit committee reviewed the statement, and the board took it on record on May 30, 2026. The filing stated that ₹5.74 crore of proceeds had been fully deployed for working-capital requirements as intended.

What should investors assess about the proposed warrant issue?

Investors should assess the potential equity issuance of up to 13,15,789 shares if all warrants are converted. The conversion would increase the number of outstanding shares, while the company would receive the remaining 75% consideration only when warrant holders complete conversion within the 18-month period.

The issue price of ₹950 and the proposed ₹125 crore size are the central terms disclosed by Sahana System. The filing does not establish the eventual number of warrants that will be converted, since conversion remains subject to warrant holders acting within the stated period.

The withdrawal of the ₹92.93 crore plan is also relevant because it shows the board chose to restart the process rather than alter an active proposal. The stated reason was the regulatory limitation on changing the size and pricing framework after the preferential issue had been notified to shareholders.

For the company, the proposal represents a larger stated capital-raising plan than the withdrawn ₹92.93 crore issue. For shareholders, the immediate milestones are the postal-ballot outcome, applicable approvals, allotment terms and any subsequent disclosures on receipt and use of proceeds.

Conclusion

Sahana System has proposed a ₹125 crore preferential warrant issue comprising 13.16 lakh warrants at ₹950 each for identified non-promoter investors. The plan replaces the company's earlier ₹92.93 crore warrant proposal, which was withdrawn because its notified terms could not be increased mid-process under the preferential-issue rules cited by the company.

The next disclosed steps are shareholder consideration through the postal ballot and the required regulatory or statutory approvals. Investors can watch for the postal-ballot result, the final allotment disclosure, and future filings on warrant conversion and deployment of the funds.