SMC Global Securities Ltd

Resolution details

• Type: Special; issue up to 1,00,00,000 Fully Convertible Warrants to Non-Promoters at Rs 106 each.
• Nature: Preferential allotment on private placement to three Non-Promoter entities.
• Proposed allottees: Mahesh Kumar; SGS Fintech Pvt Ltd; Open Advanced Technologies LLP.
• Issue price: Rs 106 per warrant; each converts into one equity share.
• Warrants' tenor: 18 months; 25% upfront, 75% on exercise.
• Use of proceeds: working capital, investments in SMC Capitals and Stoxkart Fintech; general corporate purposes.
• Post-issue shareholding: promoters 63.58%, public 36.42%; total shares 21,94,00,000.
• Promoters’/KMP interest: none; no promoter or directors subscribing.
• Regulatory terms: floor price Rs 105.62; issue price Rs 106; premium ~0.36%.
• Board authorization: finalize private placement; file PAS-5; obtain required approvals.
• Monitoring: SEBI-registered monitoring agency; quarterly reports on company website.
• No change in control; voting rights change with shareholding on conversion.
• Timing: 15 days for completion from EGM; 18-month exercise window.

Governance & management

• No changes to directors or key management disclosed.

Issue details

• Instrument: Fully Convertible Warrants issued on a preferential basis.
• Total warrants: 1,00,00,000 to Non-Promoter investors.
• Aggregate size: Rs 106 crore.
• Issue price: Rs 106 per Warrant.
• Conversion: within 18 months from allotment.
• Allottees: three Non-Promoter entities.
• Allocation per allottee: 42,00,000; 33,00,000; 25,00,000.
• Maximum tenure: 18 months from allotment.
• Contingent on member approval and regulatory clearances.

Governance and approvals

• Share Issue Committee constituted to oversee the issue.
• Extra-ordinary General Meeting scheduled for 6 November 2026 to obtain approval.
• Company to propose resolution at EGM for preferential issue.
• Post-issue shareholding not disclosed.
• Pricing and allocations compliant with SEBI ICDR Regulations.

Dematerialisation/Rematerialisation requests status

• No demat requests were received for processing during the quarter ended 30 September 2026.

Allotment details

• NCD Committee approved allotment of 15,00,000 NCDs at ₹1,000 each.
• Base issue ₹7,500 lakh; greenshoe ₹7,500 lakh; total ₹15,000 lakh.
• Total allotment size ₹150 crore; listing on BSE Limited.
• Security: pari passu charge over Trade Receivables/MTF; 110% security cover.
• Tenors: Series I–VI span 24–60 months; I/II 24 months; III/IV 36; V/VI 60.
• Coupon: Series I 9.50%; Series III 9.75%; Series V 9.57%; Series VI 10.00%.

Issuance overview

• Secured, rated, listed redeemable NCDs.
• Base size ₹7,500 lakh; Green Shoe ₹7,500 lakh.
• Total size ₹15,000 lakh.
• Face value ₹1,000; issue price ₹1,000; premium: none.
• Tenor: I/II 24m; III/IV 36m; V/VI 60m.
• Coupon rates: I 9.50%; III 9.75%; VI 10%; V 9.57%.
• Series II/IV cumulated; no periodic coupon payments.
• Rating: ICRA A Stable; fresh rating up to ₹5,000 lakh.
• Listed on BSE Limited; allocation: institutional 10%, non-institutional 25%, HNI 25%, retail 40%.
• Security: pari passu charge over trade receivables and MTF; 110% asset cover.

NCD issuance details

• Prospectus approved for public issuance of secured, rated NCDs.
• Face value ₹1,000 per NCD.
• Base size ₹7,500 lakh; oversubscription ₹7,500 lakh (Green Shoe).
• Total issue size up to ₹15,000 lakh (15,00,000 NCDs).
• Rating: ICRA A Stable for up to ₹51,279 lakh.
• Listing on BSE Limited; in-principle approval received (Sept 18, 2026).
• Deemed date of allotment as per Board approval; actual allotment may differ.
• Security: pari passu charge over Trade Receivables and MTF; minimum 110% cover.
• Prospectus to be filed with ROC, SEBI, and BSE; copy available on company website.

SMC Global Securities Ltd — Trading Window closed from 01st October, 2026 till 48 hours after the declaration of unaudited Standalone and Consolidated Financial Results of the Company for the quarter and half ended on 30th September, 2026.

Target overview

• Target: Kheria Autocomp Limited, auto ancillary using plastic injection moulding in India.
• Turnover FY23-26: 62.40 cr, 92.31 cr, 120.30 cr.
• Presence: India; supplies to OEMs for ICE and EV.

Deal structure

• Not a related-party transaction.
• Total shares acquired: 16,75,200 (10.57%).
• SMC alone acquired 5,23,200 shares (3.30%).
• Concert group includes Moneywise Financial Services and SMC India Opportunity Fund.
• Cash consideration; IPO allotment at Rs 101; open-market at Rs 104.73.

Financials & consideration

• IPO allotment: 13,82,400 shares; open-market: 2,92,800 shares.
• Cost: IPO shares Rs 2,32,70,400; open-market Rs 3,06,64,944.
• Post-transaction holding: 10.57% (1,58,48,400 shares).
• Completion: allotment on 23 Sep 2026; open-market on 24 Sep 2026.

Target background

• Incorporated 12 Nov 2009; Gujarat, India.
• Products: interior trims, exterior parts, HVAC ducts.
• Industry: Auto components; Tier-II supplier to OEMs.

Regulatory

• Regulatory approvals: none required.