Virinchi plans Rs 30 crore warrants, promoter stake may rise

Virinchi Limited has proposed up to 2 crore convertible equity warrants worth Rs 30 crore at Rs 15 each, with its stated full-conversion illustration showing promoter and promoter-group ownership rising to 47.60% from 39.46%. The Board approved the proposal on November 10, 2026, subject to shareholder and other required approvals.

What securities is Virinchi proposing to issue?

Virinchi is proposing a preferential issue of up to 2 crore fully convertible equity warrants at Rs 15 per warrant, for cash consideration of up to Rs 30 crore. Each warrant carries a right to subscribe to one equity share with a face value of Rs 10, and Virinchi said the issue price exceeds the floor price determined under the Securities and Exchange Board of India, or SEBI, Issue of Capital and Disclosure Requirements Regulations, 2018.

The Board approved the proposal on November 10, 2026, alongside unaudited standalone and consolidated results for the quarter and half year ended September 30, 2026. The issuance is proposed on a private-placement basis to identified promoter and non-promoter entities, but remains subject to approval by members at an Extraordinary General Meeting, or EGM, and applicable regulatory, statutory and other approvals.

If exercised in full, the 2 crore warrants would result in 2 crore new equity shares. Virinchi’s projected post-issue capital of 14.6046896 crore shares includes a further 1.3339524 crore warrants that were pending as of November 10, 2026, so the ownership illustration reflects both the proposed and existing unconverted instruments.

Who will receive Virinchi’s proposed warrants?

Virinchi proposes to allot up to 1.5 crore warrants to promoter Viswanath Kompella and up to 50 lakh warrants to public-category investor IT Peer Technologies LLC. At Rs 15 per warrant, Viswanath Kompella’s maximum subscription would be Rs 22.5 crore, while IT Peer Technologies LLC’s maximum subscription would be Rs 7.5 crore.

Viswanath Kompella’s proposed allocation represents 75% of the 2 crore warrants, while IT Peer Technologies LLC would receive the remaining 25%. The filing categorises Viswanath Kompella as a promoter and IT Peer Technologies LLC as public, and does not disclose a planned use for the Rs 30 crore cash proceeds.

The warrants would not be equity shares at allotment. Each instrument may be converted into one equity share in one or more tranches within 18 months from allotment, and an unexercised warrant will lapse after that period, with the amount paid on it forfeited to Virinchi.

How could Virinchi’s promoter holding change after conversion?

Virinchi projects promoter and promoter-group ownership of 47.60% after the proposed issue and assumed conversion of pending warrants, compared with 39.46% before the preferential issue. The promoter and promoter-group share count is shown increasing by 2.505 crore shares, to 6.9525538 crore from 4.4475538 crore.

The public holding is projected to fall to 52.40% from 60.54%, although the public share count would rise by 82.89524 lakh shares to 7.6521358 crore. The percentage changes because the total share count in Virinchi’s stated calculation would increase by 3.3339524 crore shares, from 11.2707372 crore to 14.6046896 crore.

The 47.60% projected promoter figure is not solely the effect of the newly proposed 1.5 crore promoter warrants. Virinchi states that its post-issue paid-up capital assumes the full 2 crore-warrant proposal and conversion of 1.3339524 crore pending warrants held across the promoter and public groups.

When will Virinchi shareholders vote on the warrant issue?

Virinchi will seek member approval at EGM No. 01/2026-2027 on Thursday, December 10, 2026, at 3:30 p.m. The meeting is scheduled through Other Audio Visual Means or Video Conferencing, abbreviated as OAVM/VC, and includes approval for the proposed preferential issue.

The cut-off date for determining eligibility to vote through remote e-voting is December 3, 2026. Remote voting is scheduled to open at 9:00 a.m. Indian Standard Time on December 7, 2026, and close at 5:00 p.m. Indian Standard Time on December 9, 2026, using Central Depository Services (India) Limited, or CDSL.

The Board’s November 10, 2026 decision does not mean that the warrants have been allotted. The 18-month exercise period begins only from the allotment date, which Virinchi has not disclosed because the EGM approval and other required approvals are still pending.

What do Virinchi’s September 2026 results show?

Virinchi reported standalone revenue from operations of Rs 46.3815 crore for the quarter ended September 30, 2026, compared with Rs 44.8389 crore in the preceding quarter and Rs 40.4735 crore a year earlier. Standalone net result was a loss of Rs 58.59 lakh, against a profit of Rs 3.8837 crore in the June 2026 quarter and a profit of Rs 7.5671 crore in the September 2025 quarter.

For the half year ended September 30, 2026, standalone revenue from operations was Rs 91.2204 crore, compared with Rs 80.5469 crore in the corresponding prior-year half year. Standalone net profit after tax was Rs 3.2979 crore, down from Rs 13.6978 crore in the half year ended September 30, 2025.

Consolidated revenue from operations was Rs 73.8687 crore for the September 2026 quarter, versus Rs 70.1342 crore in June 2026 and Rs 61.7726 crore in September 2025. Consolidated net loss after tax was Rs 19.4998 crore, compared with a loss of Rs 2.096 crore in the preceding quarter and a loss of Rs 13.6664 crore a year earlier.

The announcement does not link the proposed Rs 30 crore warrant issue to a specified operational purpose or to the reported quarterly loss. It instead sets out the proposed issue price, allottees, conversion terms, 18-month tenure and shareholder-approval timetable.

Conclusion

Virinchi’s proposal could add up to 2 crore shares through new warrants and alter the ownership mix if they are exercised. The company’s stated post-issue illustration, which also includes 1.3339524 crore pending warrants, shows promoter and promoter-group ownership rising by 8.14 percentage points to 47.60%, while public ownership falls to 52.40%.

The next disclosed event is the December 10, 2026 EGM, with remote voting running from December 7 to December 9. If members approve the proposal and the required approvals are obtained, the allotment date will start the 18-month period during which holders may convert their warrants in one or more tranches.