U.Y. Fincorp promoter holding to reach 60.17% after issue

U.Y. Fincorp projects promoter and promoter-group ownership at 60.17% after full conversion of proposed warrants, compared with 71.50% on October 28, 2026. The company’s shareholding table shows an interim fall to 56.12% after direct equity-share allotment, while stating that the preferential issue will not result in a change in control.

How will U.Y. Fincorp’s promoter holding change?

U.Y. Fincorp’s promoter holding is projected to decline by 11.33 percentage points, from 71.50% before the issue to 60.17% after full warrant conversion. Promoter and promoter-group shares would rise from 13,60,19,806 to 16,06,09,806, but the fully diluted share count would also increase from 19,02,38,329 to 26,69,48,329.

The initial dilution is larger because direct equity shares would be allotted before warrants convert. At that stage, promoter shares would remain at 13,60,19,806 while total shares would rise to 24,23,58,329, reducing promoter ownership to 56.12%. The conversion of 2,45,90,000 promoter-side warrants subsequently accounts for the recovery to 60.17%.

U.Y. Fincorp’s non-promoter holding would move in the opposite direction, rising from 28.50% before the issue to 43.88% after the direct equity allotment, then declining to 39.83% on a fully diluted basis. Within this category, non-institutional “Others”, including Hindu undivided families, limited liability partnerships and non-resident Indians, would rise from 22.94% to 37.88% before settling at 34.39% after conversion.

What securities is U.Y. Fincorp proposing to issue?

U.Y. Fincorp proposes to issue up to 7,67,10,000 specified securities, comprising 5,21,20,000 equity shares and 2,45,90,000 warrants. Each warrant may be converted into one equity share, in one or more tranches, within 18 months from its allotment date.

The securities are proposed at Rs 24.40 each, for a maximum issue size of Rs 187.17 crore. The price is Rs 0.02 above the Rs 24.38 regulatory floor price, calculated using the higher of the 90-trading-day volume-weighted average price of Rs 19.96 and the 10-trading-day volume-weighted average price of Rs 24.38 on the National Stock Exchange of India Limited.

The 5,21,20,000 equity shares would enlarge the share base immediately after allotment. The warrants would not become shares unless exercised, which creates the distinction between the 56.12% interim promoter holding and the 60.17% fully diluted holding in U.Y. Fincorp’s ownership table.

Who will receive U.Y. Fincorp’s promoter warrants?

U.Y. Fincorp proposes to allot all 2,45,90,000 warrants to three promoter-side recipients. Deepak Kothari is proposed to receive 1,02,45,000 warrants, Udai Kothari 92,20,000 warrants, and Dipti Deepak Kothari 51,25,000 warrants.

After full conversion, U.Y. Fincorp projects Udai Kothari to hold 5,33,71,639 shares, or 19.99% of fully diluted capital. Deepak Kothari would hold 4,76,75,914 shares, or 17.86%, while Dipti Deepak Kothari would hold 90,50,125 shares, or 3.39%.

Among named non-promoter allottees, Naresh Saraaf is shown with 28,15,000 shares, equal to 1.05% of post-issue capital. Oswal Capital Ventures Advisory LLP, Nidhi Kamal Parekh, Phoenix Trades and Areeza India Strategy Partners LLP are each shown with 20,45,000 shares, or 0.77% individually.

U.Y. Fincorp identifies ultimate beneficial owners where applicable, including Nikhil Oswal and Shivani Mehta for Oswal Capital Ventures Advisory LLP. The company says no proposed allottee will change promoter or non-promoter category after the preferential issue.

Why does U.Y. Fincorp say control will not change?

U.Y. Fincorp states that there will be no change in control from the allotment of the proposed equity shares and warrants. Its fully diluted schedule retains promoter and promoter-group ownership at 60.17%, even though that is below the 71.50% holding recorded on October 28, 2026.

The issue structure explains the movement. The direct equity-share allotment would temporarily reduce promoter ownership to 56.12%, but the full warrant component of 2,45,90,000 securities is reserved for promoter and promoter-group allottees. Their conversion would increase promoter shares by the same number while also expanding the company’s total equity capital.

U.Y. Fincorp has sought shareholder approval through special resolutions for the proposed issue. The relevant date for determining the issue price was October 26, 2026, and the extraordinary general meeting is scheduled for November 25, 2026.

What are U.Y. Fincorp’s payment and lock-in terms?

U.Y. Fincorp requires warrant subscribers to pay at least 25% of consideration on subscription and the remaining 75% on exercise. If a warrant holder does not apply for conversion within 18 months from allotment, the amount paid for that warrant would be forfeited and the attached rights would lapse automatically.

Equity-share allottees must pay full consideration before allotment. U.Y. Fincorp says allotment of warrants and equity shares is to be completed within 15 days of the special resolution, subject to any required regulatory approval, while resulting shares after warrant exercise are to be allotted within 15 days of exercise.

The warrants would be subject to a one-year lock-in from allotment. Resulting equity shares issued to promoter or promoter-group holders would carry a fresh 18-month lock-in from trading approval, while equity shares allotted to non-promoter public investors would be locked in for six months from trading approval.

Because the maximum issue size exceeds Rs 100 crore, U.Y. Fincorp has appointed CredStone Ratings Private Limited as monitoring agency under Regulation 162A of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations. The agency is to submit quarterly reports until 100% of issue proceeds are used, and U.Y. Fincorp says it will upload each report within 45 days after the relevant quarter ends.

Conclusion

U.Y. Fincorp’s disclosed ownership schedule shows that the preferential issue would dilute promoter ownership initially from 71.50% to 56.12%, before promoter warrant conversion raises it to 60.17%. The final promoter percentage would remain below the pre-issue level, while non-promoter ownership would increase from 28.50% to 39.83% on the fully diluted basis.

The next disclosed event is the November 25, 2026 extraordinary general meeting, where shareholders will consider the special resolutions. If approved, the key matters to watch are allotment within the stated 15-day timetable, warrant conversion over the following 18 months, and quarterly monitoring reports on the use of the proposed Rs 187.17 crore proceeds.