Private Placement

Document Summary

Vikram Solar Limited will hold its 1st Extra Ordinary General Meeting (EGM) on Tuesday, June 18, 2024, at 4:00 PM IST via Video Conferencing/Other Audio-Visual Means to transact special business.

Special Business:

Item No. 1: Issuance of Equity Shares on Private Placement Basis to Non-Promoters: A special resolution is proposed to approve the creation, issuance, offer, and allotment of up to 5,99,54,996 equity shares of face value Rs. 10 each at a price of Rs. 122 per share (including a premium of Rs. 112 per share), amounting to Rs. 731,45,09,512 in aggregate, in one or more tranches, on a private placement basis to the identified non-promoter investors. The resolution references Sections 42, 62 of the Companies Act, 2013, relevant rules, Foreign Exchange Management Act, Depositories Act, and the company's Memorandum and Articles of Association. The Board is authorized to finalize agreements related to the issuance and allotment of equity shares, including a Share Subscription Agreement (SSA) and a Shareholders Agreement (SHA).

The proposed allottees include: Niveshaay Hedgehogs LLP (21,31,152 shares, Rs. 26,00,00,544), GVA Consultants LLP (12,29,509 shares, Rs. 15,00,00,098), Karnavat Commercial LLP (8,19,673 shares, Rs. 10,00,00,106), Kaliedo Capital Advisors LLP (8,19,673 shares, Rs. 10,00,00,106), Shree Ram Colloids Pvt. Ltd. (6,14,755 shares, Rs. 7,50,00,110), Navin Dalmia (4,09,837 shares, Rs. 5,00,00,114), Kishan Gopal Mohata (4,09,837 shares, Rs. 5,00,00,114), Finavenue Growth Fund (4,09,837 shares, Rs. 5,00,00,114), Rohan Gupta (6,14,755 shares, Rs. 7,50,00,110), Vibha Jain (6,55,738 shares, Rs. 8,00,00,036), Amit Aggarwal (6,55,738 shares, Rs. 8,00,00,036), Caprize Special Purpose LLP (19,91,803 shares, Rs. 24,29,99,966), Vora Financial Services Private Limited (2,70,492 shares, Rs. 3,30,00,024), Suresh Bhatia (2,70,492 shares, Rs. 3,30,00,024), Arun Goel (3,27,869 shares, Rs. 4,00,00,018), Saket Agrawal (3,27,869 shares, Rs. 4,00,00,018), Seema Dilip Vora (2,70,492 shares, Rs. 3,30,00,024), Aakash Deep Goyal (2,45,902 shares, Rs. 3,00,00,044), Jatin R Mansata (3,27,869 shares, Rs. 4,00,00,018), Kapil Ahuja (3,27,869 shares, Rs. 4,00,00,018), Singhvi Heritage LLP (2,86,886 shares, Rs. 3,50,00,092), Apurva Mahesh Shah (2,04,919 shares, Rs. 2,50,00,118), Tatvam Trade (1,63,935 shares, Rs. 2,00,00,070), Viney Equity Market LLP (10,00,000 shares, Rs. 12,20,00,000), Harkubai (2,29,509 shares, Rs. 2,80,00,098), Astralit Investments Private Limited (4,09,836 shares, Rs. 4,99,99,992), Dinesh Kumar HUF (1,22,950 shares, Rs. 1,49,99,900), Santosh Kumar Pandey (1,22,950 shares, Rs. 1,49,99,900), McJain Infoservices Private Limited (6,00,000 shares, Rs. 7,32,00,000), Prabha Devigoenka (1,00,000 shares, Rs. 1,22,00,000), Arun Goenka (1,00,000 shares, Rs. 1,22,00,000), Tanay Gupta (1,20,000 shares, Rs. 1,46,40,000), Vimuras Family Private Trust (1,25,000 shares, Rs. 1,52,50,000), Rajiv Mehta (8,10,000 shares, Rs. 9,88,20,000), Swyom Advisors Alternative Investment Trust (2,45,902 shares, Rs. 3,00,00,044), Mohit Choudhary (1,63,934 shares, Rs. 1,99,99,948), Ghanshyam Das Dhanuka (1,63,934 shares, Rs. 1,99,99,948), Ghanshyam Das Dhanuka HUF (1,22,950 shares, Rs. 1,49,99,900), Gaurav Goel (41,000 shares, Rs. 50,02,000), Pratibha Endeavor Private Limited (3,27,868 shares, Rs. 3,99,99,896), Asnu Finvest Private Limited (25,00,000 shares, Rs. 30,50,00,000), Viro Special Purpose Opportunities LLP (8,20,000 shares, Rs. 10,00,40,000), Strikex Advisory LLP (8,20,000 shares, Rs. 10,00,40,000), Handloom Heritage Limited (8,20,000 shares, Rs. 10,00,40,000), Sygnific Corporate Solutions Pvt Ltd (4,09,836 shares, Rs. 4,99,99,992), Shivkumar Kumutaavalli (4,09,836 shares, Rs. 4,99,99,992), Sharon Gupta (4,09,836 shares, Rs. 4,99,99,992), Akshat Greentech Private Limited (18,00,000 shares, Rs. 21,96,00,000), Kemps Business Solutions Private Limited (4,09,836 shares, Rs. 4,99,99,992), Siddharth Agrawal (2,50,000 shares, Rs. 3,05,00,000), Amar Patel (4,09,837 shares, Rs. 5,00,00,114), Falguni Samir Bhuta (4,09,836 shares, Rs. 4,99,99,992), Ajay Murdia (10,24,590 shares, Rs. 12,49,99,980), Analah Venture Partners LLP (4,09,836 shares, Rs. 4,99,99,992), NKA Resources LLP (20,50,000 shares, Rs. 25,01,00,000), Haldiram Snacks Pvt Ltd (8,50,000 shares, Rs. 10,37,00,000), Rajat Goenka (11,47,540 shares, Rs. 13,99,99,880), Vinay Lohariwala (8,19,673 shares, Rs. 10,00,00,106), Kapareva Development Pvt Ltd (1,63,934 shares, Rs. 1,99,99,948), Adhiraj Swarup Agarwal (81,967 shares, Rs. 99,99,974), Sachin Kasera (1,63,934 shares, Rs. 1,99,99,948), Bodhivriksha Advisors LLP (4,10,000 shares, Rs. 5,00,20,000), Shweta Vora (82,000 shares, Rs. 1,00,04,000), Marigold Partners (1,63,934 shares, Rs. 1,99,99,948), Dev Karvat (2,46,000 shares, Rs. 3,00,12,000), Jigar Chandrakant Shah (4,10,000 shares, Rs. 5,00,20,000), AR Enterprises (4,95,000 shares, Rs. 6,03,90,000), SR Foundation (9,85,000 shares, Rs. 12,01,70,000), Dinero Finance & Investments Pvt. Ltd (2,00,000 shares, Rs. 2,44,00,000), S Gupta Family Investments Private Limited (20,50,000 shares, Rs. 25,01,00,000), Hasmukh Parekh (4,09,837 shares, Rs. 5,00,00,114), Dinesh Rathi (1,65,000 shares, Rs. 2,01,30,000), Pranjal Corporate Services Private Limited (1,65,000 shares, Rs. 2,01,30,000), Resurgence FinCap Advisors Pvt Ltd (5,00,000 shares, Rs. 6,10,00,000), Varanium India Opportunity Ltd (20,50,000 shares, Rs. 25,01,00,000), Arpit Khandelwal (1,00,00,000 shares, Rs. 1,22,00,00,000), Raghav Investment Private Limited (20,00,000 shares, Rs. 24,40,00,000), Neepa K Shah (20,00,000 shares, Rs. 24,40,00,000), Shine Star Build-Cap Pvt. Ltd (20,00,000 shares, Rs. 24,40,00,000), Vinod Kumar Lodha (5,00,000 shares, Rs. 6,10,00,000), and VC Ventures LLP (3,50,000 shares, Rs. 4,27,00,000).

The equity shares issued will rank pari passu with existing shares and are subject to a contractual lock-in as agreed in the shareholders' agreement. Allotment will be in dematerialized form upon receipt of full consideration and a valid application. The Board is authorized to handle any matters related to the issuance.

This capital raise is intended to strengthen the capital base, provide leverage for raising debt for working capital, finance a solar PV module manufacturing facility, and meet general corporate purposes.

A valuation report dated February 28, 2024, from Mr. Vikas Goel of Omnifin Valuation Services (OPC) Private Limited, supports the pricing. The total number of shares to be issued is 5,99,54,996.

Item No. 2: Adoption of Amended and Restated Articles of Association: A special resolution is proposed to approve and adopt the amended and restated articles of association of the Company, replacing the existing articles. Narayan Lodha (CFO) and/or Sudipta Bhowal (Company Secretary) are authorized to execute necessary documents.

The EGM will be held via video conferencing, and proxy appointments are not available. Corporate members should send certified copies of board resolutions or authorization letters to secretarial@vikramsolar.com. Electronic voting is available through Link Intime India Private Limited (LIIPL). Members holding shares on May 17, 2024, are eligible to receive the EGM notice. Remote e-voting is open from June 15, 2024 (9:00 AM IST) to June 17, 2024 (5:00 PM IST). The cut-off date for voting rights is June 11, 2024. Members present in the EGM through VC, who have not cast their vote on the resolutions through remote e-voting, are eligible to vote through the e-voting system during the EGM. A. K. Labh will serve as the Scrutinizer. Login methods for individual shareholders holding securities in demat mode with NSDL or CDSL are detailed. Non-individual shareholders need to register for e-voting through Link Intime. The process and manner for attending the General Meeting through InstaMeet are provided.

The pre and post-issue shareholding patterns are as follows: Pre-Issue: Promoters Holding - Indian Individual: 1,30,04,332 shares (5.0243%), Bodies Corporate: 18,41,95,990 shares (71.1648%), Sub Total: 19,72,00,322 shares (76.1891%). Foreign Promoters: 0 shares. Non-Promoters Holding - Institutional Investors: 0 shares, Non-Institution (Body Corporate): 5,63,15,171 shares (21.7576%), Residents (Individual & HUF): 51,47,250 shares (1.9887%), Non-Residents (Including Foreign Co): 1,67,257 shares (0.0646%), Sub Total: 6,16,29,678 shares (23.8109%). Grand Total: 25,88,30,000 shares (100%). Post-Issue: Promoters Holding - Indian Individual: 1,30,04,332 shares (4.0793%), Bodies Corporate: 18,41,95,990 shares (57.7806%), Sub Total: 19,72,00,322 shares (61.8600%). Foreign Promoters: 0 shares. Non-Promoters Holding - Institutional Investors: 0 shares, Non-Institution (Body Corporate): 8,84,04,360 shares (27.7317%), Residents (Individual & HUF): 2,04,33,220 shares (6.4097%), Non-Residents (Including Foreign Co): 1,27,47,094 shares (3.9986%), Sub Total: 12,15,84,674 shares (38.1400%). Grand Total: 31,87,84,996 shares (100%).

The allotment of equity shares is to be completed within 60 days from the date of receipt of the application money or within 12 months from the date of the EGM. The proposed resolution shall remain available for inspection to the members of the Company and the Directors recommend its approval.

Your Company is desirous of availing investment for certain purposes by way of private placement of equity and accordingly required to execute Share Subscription Agreement(s) with the Identified Persons and a Shareholders' Agreement ("SHA") with the Investor Arpit Khandelwal. The articles of association of the Company ("Articles") are required to be amended to incorporate the terms of the SHA, subject to the approval of the shareholders of the Company. The Articles have been divided into two parts i.e. (i) Part A - which is the existing articles of the Company, without having the terms of the SHA; and (ii) Part B - which includes the terms of the SHA. Part B of the Articles shall be operative and come into effect only upon execution of the SHA and the allotment of Equity Shares to Investor Arpit Khandelwal. The special resolution in Item No 2 thus placed before the shareholders for approval to give effect of the amended and restated Articles which once adopted will become the articles of association of the Company in substitution for, and to the exclusion of the existing articles of association of the Company.

The draft Articles of Association is hosted on the website of the Company at www.vikramsolar.com and shall also remain available for inspection to the members of the Company on all weekdays during office hours upto the date of the extra-ordinary general meeting. The Directors recommend the Special resolution as proposed in the notice for approval of the members.