U. Y. Fincorp Limited seeks Rs 59.9996 crore warrant approval

U. Y. Fincorp Limited is seeking shareholder approval on November 25, 2026 for Rs 59.9996 crore of convertible warrants issued to two promoters and one promoter-group allottee at Rs 24.40 each. The proposed 2.459 crore warrants require at least 25% payment at allotment and may be converted into equity shares within 18 months.

What is U. Y. Fincorp asking shareholders to approve?

U. Y. Fincorp is asking shareholders to approve, through a special resolution, a preferential issue of up to 2.459 crore convertible equity warrants on a private-placement basis. Each warrant would entitle its holder to subscribe to one equity share with a face value of Rs 5 at an issue price of Rs 24.40, including a securities premium of Rs 19.40 per share.

The extraordinary general meeting, or EOGM, is scheduled for 11 a.m. Indian Standard Time on November 25, 2026 through video conferencing or other audio-visual means. U. Y. Fincorp has set October 26, 2026 as the relevant date for determining the warrant price under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, 2018, or SEBI ICDR Regulations.

The proposed consideration is Rs 59.9996 crore, calculated from 2.459 crore warrants at Rs 24.40 each, and is payable in cash. If the resolution is passed, U. Y. Fincorp says the warrants would be allotted in dematerialised form within 15 days, unless stock-exchange, regulatory or government approvals remain pending.

Who would receive U. Y. Fincorp’s proposed warrants?

U. Y. Fincorp proposes to allot all 2.459 crore warrants to Deepak Kothari, Udai Kothari and Dipti Deepak Kothari. Deepak Kothari and Udai Kothari are classified as promoters, while Dipti Deepak Kothari is classified as part of the promoter group in the November 25, 2026 EOGM notice.

Deepak Kothari would receive the largest proposed allocation, at 1.0245 crore warrants worth Rs 24.9978 crore. The two promoter allottees together would receive 1.9465 crore warrants for Rs 47.4946 crore, compared with 0.5125 crore warrants for Rs 12.505 crore for the promoter-group allottee.

The warrants do not provide dividend or voting rights before conversion. On exercise, U. Y. Fincorp says the resulting equity shares would rank pari passu with existing fully paid-up shares, including for dividend and voting rights, subject to allotment and applicable approvals.

How would U. Y. Fincorp’s payment and conversion terms work?

U. Y. Fincorp requires each proposed allottee to pay at least 25% of the Rs 24.40 warrant price on or before allotment. That equals Rs 6.10 per warrant at allotment, while the remaining 75%, or Rs 18.30 per warrant, would be payable when a holder exercises the conversion option.

For the entire proposed issue of Rs 59.9996 crore, the minimum 25% payment would be Rs 14.9999 crore and the remaining 75% would be Rs 44.9997 crore if all warrants are converted. U. Y. Fincorp specifies that the consideration for each warrant allotment must be paid from the proposed allottee’s own bank account.

The warrants can be converted into an equivalent number of equity shares in one or more tranches within 18 months from allotment. If a holder does not apply to convert outstanding warrants within that 18-month period, the amount paid on those warrants would be forfeited and the rights attached to them would lapse automatically.

U. Y. Fincorp says it would complete the allotment of equity shares arising from a conversion within 15 days of the holder’s exercise request. The warrants and resulting shares would be subject to lock-in requirements under Chapter V of the SEBI ICDR Regulations, while any pre-preferential equity holdings of the proposed allottees would be governed by Regulation 167(6).

What dates and conditions should investors watch?

U. Y. Fincorp has fixed November 18, 2026 as the cut-off date for voting eligibility at the EOGM. Remote electronic voting is due to open at 10 a.m. on November 22, 2026 and close at 5 p.m. on November 24, 2026, one day before the November 25 meeting.

The company has said it will announce the EOGM result within two working days after the meeting. The special resolution is the first stated condition for the transaction, followed by any approvals required from stock exchanges, the Securities and Exchange Board of India and other relevant authorities.

If converted, the 2.459 crore warrants would produce the same number of equity shares, subject to compliance with minimum public shareholding requirements under the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 and the Securities Contracts Regulation Rules, 1957. U. Y. Fincorp says the resulting shares would be listed and traded on the exchanges where its equity shares are listed, subject to necessary permissions.

Conclusion

U. Y. Fincorp’s proposed Rs 59.9996 crore warrant issue is concentrated among three promoter and promoter-group allottees, with Deepak Kothari accounting for the largest allocation of Rs 24.9978 crore. The structure differs from an immediate equity allotment because at least Rs 14.9999 crore is due at warrant allotment, while Rs 44.9997 crore depends on future conversion decisions.

The next disclosed event is the November 25, 2026 EOGM, following remote voting between November 22 and November 24. If shareholders approve the proposal and required permissions are received, the matters to watch are allotment within the stated 15-day framework, conversion activity during the 18-month window, and any forfeiture of amounts paid on warrants that remain unconverted.