Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

Nitco Ltd. Capital/Financing Update 2024

Oct 22, 2024

62410_rns_2024-10-22_a32a41e1-3ae0-47fc-8336-45d28b15df6e.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [157 x 66] intentionally omitted <==

NITCO/SE/2024-25/46 October 22, 2024

To,

Corporate Service Department
BSE Limited
Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001
Script code:532722		 The Listing Department
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex, Bandra (E),
Mumbai – 400 051
Script code:NITCO

To,

Dear Sir / Madam,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

With reference to the above subject, we wish to inform that the Company has entered into a binding Restructuring Agreement dated October 22, 2024 (“ Agreement ”) with Authum Investment and Instructure Limited, a public company, existing under the laws of India, having Corporate Identification Number (CIN: L51109MH1982PLC319008) having its registered office at 707, Raheja Centre, Free Press Journal Marg, Nariman Point, Mumbai City, Mumbai, Maharashtra, India, 400021 and having its equity shares listed on the BSE Limited (Scrip Code: 539177), National Stock Exchange of India Limited (Scrip Code: AIIL) and The Calcutta Stock Exchange Limited (Scrip Code: 011262) (“ Authum ”) to record inter alia the terms on which and the conditions subjects to which, the outstanding loans and debt of the Company towards Authum shall be restructured. The Agreement contemplates amongst other things:

  • (i) restructuring the loans and credit facilities payable by the Company to Authum (with outstanding of approx. INR 2,875.81 crores), including by way of revising the payment terms of the sustainable debt component (which is approx. INR 150 crores);

  • (ii) conversion of part of the unsustainable debt component payable by the Company to Authum (of approx. INR 1037.81 crores), into equity of the Company and resultantly issuance of equity capital by the Company to Authum in accordance with the requirements, including pricing requirements, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and applicable law;

  • (iii)issuance of fresh equity capital by the Company to third-party investors of not less than INR 350 crores in aggregate, in accordance with the requirements, including pricing requirements, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and applicable law;

==> picture [70 x 70] intentionally omitted <==

Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in

==> picture [157 x 66] intentionally omitted <==

  • (iv)issuance of fresh warrants / equity capital by the Company to promoter(s) of not less than INR 225 crore in aggregate in accordance with the requirements, including pricing requirements, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and applicable law; and

  • (v) acquisition of certain real estate business assets by the Company from its promoter(s) / promoter group entities / related parties for approximately INR 300 crores.

The consummation of the transactions contemplated the Agreement (including giving effect to the restructuring) is subject to satisfactory fulfilment of certain conditions recorded in the Agreement, including receipt of the necessary approval from shareholders of the Company and listing approval from stock exchanges.

Upon consummation of the transactions contemplated under the Agreement, Authum will hold approx. 45% of the expanded share capital of the Company, as determined on a fully diluted basis. The percentage shareholding of the Authum in the Company upon consummation of the transactions contemplated under the Agreement may vary on certain factors such as, finalization of issue price by the Company in accordance with the requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and applicable law as well as subscription to the securities proposed to be issued by the Company to other proposed allottees.

Further, the details required under Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are provided in Annexure A .

Kindly take the same on your records.

Thanking you,

Your Sincerely,

For Nitco limited

Digitally signed by VIVEK PRANNATH TALWAR VIVEK DN: c=IN, st=Maharashtra, 2.5.4.20=1ba122b609153a6d361743f9a364e2289b1fe211 6e39287aee98d9129baa257b, postalCode=400026, street=Mumbai Carmichael Road, PRANNATH pseudonym=7579bba5c17a4f29a31a465a6afd3057, title=7098, serialNumber=487a93c67f0077b930e213846f4b5034936c TALWAR 03ce6ac9ee1c56371ad800c03dc8, o=Personal, cn=VIVEK PRANNATH TALWAR Date: 2024.10.22 15:58:46 +05'30'

Vivek Talwar Chairman & Managing Director DIN: 00043180

==> picture [70 x 70] intentionally omitted <==

Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in

Annexure A

==> picture [157 x 66] intentionally omitted <==

Disclosure of information pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

Sr. No. Particulars Details
1. Name(s) of parties with whom the
agreement is entered		 Authum Investment and Infrastructure Limited
2. Purpose of entering into the agreement To record the terms on which and the conditions
subjects to which, the loan and outstanding amount
shall be restructured.
3. Shareholding, if any, in the entity with
whom the agreement is executed		 NIL.
4. Significant terms of the agreement (in
brief) special rights like right to appoint
directors,
first
right
to
share
subscription in case of issuance of
shares, right to
restrict any change in capital structure
etc.;		 The Restructuring Agreement_inter alia_records the
following terms and conditions:
(i)
restructuring the loans and credit facilities
payable by the Company to Authum (with
outstanding of approx. INR 2,875.81
crores), including by way of revising the
payment terms of the sustainable debt
component (which is approx. INR 150
crores);
(ii)
conversion of part of the unsustainable
debt component payable by the Company
to Authum (of approx. INR 1037.81 crores),
into Equity Shares of the Company and
resultantly issuance of equity capital of the
Company to Authum in accordance with
the
requirements,
including
pricing
requirements,
of
the
Securities
and
Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations,
2018 and applicable law;
(iii)
issuance of fresh equity capital by the
Company to third-party investors of not
less than INR 350 crores in aggregate, in
accordance
with
the
requirements,
including pricing requirements, of the
Securities and Exchange Board of India
(Issue
of
Capital
and
Disclosure

==> picture [70 x 70] intentionally omitted <==

Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in

==> picture [157 x 66] intentionally omitted <==

Requirements)
Regulations,
2018
and
applicable law;
(iv)
issuance of fresh warrants / equity capital
by the Company to promoter(s) of not less
than INR 225 crore in aggregate in
accordance
with
the
requirements,
including pricing requirements, of the
Securities and Exchange Board of India
(Issue
of
Capital
and
Disclosure
Requirements)
Regulations,
2018
and
applicable law; and
(v)
acquisition of certain real estate business
assets
by
the
Company
from
its
promoter(s) / promoter group entities /
related parties for approximately INR 300
crores.
5. whether, the said parties are related to
promoter/promoter group/ group
companies in any manner. If yes, nature
of relationship		 No
6. Whether the transaction would fall
within related party transactions? If yes,
whether the same is done at “arm’s
length”;		 No
7. In case of issuance of shares to the
parties, details of issue price, class of
shares issue		 As agreed under the above referred Agreement, part
of the unsustainable debt component payable by the
Company to Authum (of approx. INR 1037.81 crores),
will be converted into equity shares of the Company
of face value of Rs. 10 each. As per the requirements of
Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2018, 11,25,00,000 equity shares of face value of Rs.
10/- each of the Company are proposed to be issued to
Authum at a price of Rs. 92.25/- (including the
premium of Rs. 82.25/- each), subject to receipt of
necessary approvals, including approval of the
shareholders of the Company.
8. Any other disclosures related to such
agreements, viz., details of nominee on
the board of directors of the listed entity,
potential conflict of interest arising out
of such agreements,etc		 NA

==> picture [70 x 70] intentionally omitted <==

Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in

==> picture [157 x 66] intentionally omitted <==

9. In case of termination or amendment of
agreement, listed entity shall disclose
additional
details
to
the
stock
exchange(s):
a) name of parties to the agreement;
b) nature of the agreement;
c) date of execution of the agreement;
d) details of amendment and impact
thereof or reasons of termination and
impact thereof.		 NA
10. Details and reasons for restructuring The restructuring of the Company with Authum is
aimed at stabilizing Company’s financial position
and laying the foundation for future growth. As part
of this process, the Company has presented a
comprehensive
business
plan
to its
lenders,
providing for inter alia: (i) undertaking acquisition,
sale, development and construction of real estate and
construction projects, (ii) restructuring of debt, (iii)
issuance of capital, and (iv) acquisition of certain real
estate property / assets.
A key component of the proposed restructuring
contemplated under the Agreement is the conversion
of a portion of the lender’s outstanding debt into
equity, which will reduce repayment obligations,
improve debt to equity ratio, and attract new capital.
Additionally, as per the proposed restructuring
proposal contemplated under the Agreement, the
Company proposes to raise fresh capital from third-
party investors and promoter(s), to fund_inter alia_
debt repayment obligations and business expansion
(including tiles and marble business).
11. Quantitative and/or qualitative effect of
restructuring		 Qualitative Effect:The restructuring is expected to
enhance Company’s financial stability by converting
a portion of its part of the unsustainable debt into
equity (INR 1037.81 crores), reducing the overall debt
burden and improving its debt-to-equity ratio. This
proactive approach is likely to boost investor
confidence, as it demonstrates the Company’s
commitment to managing its debts and ensuring
long-term viability. Additionally, the infusion of
fresh
equity
from
third-party
investors
and
promoter(s) is intended to provide the Company
with the capital needed for expansion and asset
acquisition, thereby enabling the Company to focus
ongrowth and operational scaling.

==> picture [70 x 70] intentionally omitted <==

Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in

==> picture [157 x 66] intentionally omitted <==

Quantitative Effect: Conversion of part of the unsustainable debt component payable by the Company to Authum (of approx. INR 1037.81 crores), into equity shares of the Company, in accordance with the requirements, including pricing requirements, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and applicable law. The net effect on the Company would also be reduction of the overall debt of the Company to INR150 crores, thereby increasing the net-worth and improving other fundamentals of the Company.

12. Details of benefit, if any, to the if any, to the No direct benefit is proposed to the Promoter(s) under
promoter/promoter group/group the proposed restructuring contemplated under the
companies from such proposed Agreement, save and except for issuance of equity /
restructuring warrants to Mr. Vivek Talwar, Promoter, for cash, at a
price determined in accordance with the Securities
and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
13. Brief details of change in shareholding The revised shareholding pattern upon consummation
pattern (if any) of all entities. of the transactions contemplated under the Agreement
is enclosed asAnnexure A(Shareholding pattern).

==> picture [70 x 70] intentionally omitted <==

Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in

==> picture [157 x 66] intentionally omitted <==

ANNEXURE A

SHAREHOLDING PATTERN

Sr.
No.		 Category Pre-Issue Shareholding Pre-Issue Shareholding Post-Issue Shareholding Post-Issue Shareholding
No. of Shares %
of
shareholding		 No. of Shares %
of
shareholding
1 Public@ 3,82,39,214 53.21 19,17,10,214 76
2 Promoter 3,36,19,741 46.79 6,05,29,741 24
Total 7,18,58,955 100 25,22,39,955 100

@ Public Post-Issue Shareholding includes issue of equity shares to Authum Investment & Infrastructure Limited upon conversion of part ounsustainable debt into shares .

*The post issue shareholding pattern in the above table has been prepared on the basis that the proposed allottee(s) will subscribe to all the equity shares or warrants which they intent to do so and on fully diluted basis and the pre-issue share holding pattern continue to the shareholder of the Company. In the event for any reason, the proposed allottee(s) do not or are unable to subscribe to and/or are not allotted the Equity Shares or warrants, the shareholding pattern in the above table would undergo corresponding changes.

==> picture [70 x 70] intentionally omitted <==

Registered Office: NITCO Limited, 3/A, Recondo Compound, Sudam Kalu Ahire Marg, Glaxo, Worli Colony, Mumbai, Maharashtra, India, 400 030. Tel.: 91-22-25772800|25772790. CIN: L26920MH1966PLC016547. Email: [email protected] Website: www. nitco.in

More from Nitco Ltd.

Major Shareholding Notification 2026
Jun 3
Regulatory Filings 2026
May 27
Regulatory Filings 2026
May 27
Proxy Solicitation & Information Statement 2026
May 26
Proxy Solicitation & Information Statement 2026
May 26
Regulatory Filings 2026
May 21
Investor Presentation 2026
May 19
Investor Presentation 2026
May 19
Regulatory Filings 2026
May 15
Capital/Financing Update 2026
May 15
View all filings →