June 15, 2023
To,
The Manager
Listing Department
National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex,
Bandra (E), Mumbai 400 051
Dear Sir/ Madam,
Trading Symbol: ZOTA
Sub: Outcome of Meeting of the Board of Directors held on Thursday, June 15, 2023
Ref.: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
With reference to the captioned subject, we Zota Health Care Limited (the ‘Company’) would like to
inform you that the Board of Directors in its meeting held on Thursday, June 15, 2023 at 02:00 P.M. at
Zota House, Bhagwan Aiyappa Complex, Next to Batliboi, Udhna-Navsari State Highway, Surat –
394210, Gujarat, inter alia, discussed and approved the following businesses:
1. Issuance of Equity Shares on Preferential Basis to Non Promoter Group Category.
Subject to the approval of members, the Board has approved to create, offer, issue and allot up
to 6,87,000 (Six Lakhs Eighty Seven Thousand) Equity shares of face value of Rs. 10/- (Rupees Ten)
of the Company to persons belonging to non- promoter group of the Company (as listed in
Annexure A herein) on a preferential basis (“Preferential Issue”) in accordance with provisions of
Section 23, 42 and Section 62(1)(c) of the Companies Act, 2013, as amended (“Act”) read with
Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies
(Share Capital and Debentures) Rules, 2014, as amended (“Rules”), Chapter V of the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI ICDR
Regulations”), Listing Regulations as amended and such other acts / rules / regulations
applicable, at a price of Rs. 303/- (Rupees Three Hundred And Three Only) per Equity Share
(including premium of Rs 293/- (Rupees Two Hundred and Ninety Three Only)) aggregating to an
amount of up to Rs. 20,81,61,000/- (Rupees Twenty Crores Eighty One Lakhs Sixty One Thousand
Only) subject to necessary approvals of other regulatory authorities, as maybe applicable.
The details regarding the issuance of securities as required pursuant to SEBI Circular
CIR/CFD/CMD/4/2015 dated September 9, 2015, are as set out in “Annexure A - Details of
proposed preferential issue”.
2. Issuance of Fully Convertible Warrants on Preferential Basis to Non Promoter Group Category.
Subject to the approval of members, the Board has approved to create, offer, allot upto 6,87,000
(Six Lakhs Eighty Seven Thousand) warrants each convertible into, or exchangeable for, equivalent
number of fully paid up equity share of the Company of face value of Rs. 10/- (Rupees Ten) each
Registered Office:
Zota House, 2/896, Hira Modi Street,
Sagrampura, Surat-395002 Ph: +91 261 2331601
Email: info@zotahealthcare.com
Web: www.zotahealthcare.com
CIN: L24231GJ2000PLC038352
1
within the period of 18 (eighteen months) in accordance with the applicable law (“Warrants”) at
a price of Rs. 303/- (Rupees Three Hundred And Three Only) each (including the warrant
subscription price and the warrant exercise price) aggregating upto Rs. 20,81,61,000/- (Rupees
Twenty Crores Eighty One Lakhs Sixty One Thousand Only) to persons belonging to non- promoter
group of the Company (as listed in Annexure B herein) by way of preferential issue in accordance
with the provisions of Section 23, 42 and Section 62(1)(c) of the Act read with Rules, and SEBI ICDR
Regulations, Listing Regulations and such other acts / rules / regulations as maybe applicable and
subject to necessary approvals of other regulatory authorities, as maybe applicable. Upon issue
of Warrants in accordance herewith, an amount equivalent to 25% (twenty five per cent) of the
total issue size shall be called upfront from the proposed allottees;
The details regarding the issuance of securities as required pursuant to SEBI Circular
CIR/CFD/CMD/4/2015 dated September 9, 2015, are as set out in “Annexure B - Details of
proposed preferential issue”.
3. Considered and approved notice convening an Extraordinary General Meeting (EGM) of the
Company schedule to be held on Wednesday, July 12, 2023 held through Video Conference (VC) /
Other Audio Visual Means (OAVM) at 11:00 A.M. to transact the businesses sited in the said EGM
Notice.
4. For EGM Board has decided Friday, July 07, 2023 as the cut-off date for the purpose of e-voting.
Member’s whose names appear on register of members as on Friday, July 07, 2023 shall be eligible
for e-voting. E-voting will start on Sunday, July 09, 2023 at 9:00 IST and will end on Tuesday, July
11, 2023 at 17:00 IST. Board has also appointed PCS Ranjit Kejriwal as a scrutinizer to scrutinize
the remote e-voting process and votes casted during EGM of the Company.
The Board Meeting concluded at 4:25 P.M.
This is for your information and record.
Thanking You,
Yours faithfully,
For Zota Health Care Limited
ASHVIN
Digitally signed by ASHVIN BHAGAVANBHAI VARIYA
DN: c=IN, postalCode=395005, st=GUJARAT,
street=BUILDING C4 FLAT NO. 1304 NAKSHATRA
NEBULA ,SURAT,JAHANGIRABAD ,395005, l=SURAT,
o=Personal,
BHAGAVANB
serialNumber=8b7b8f5ffa7f37759537cc6802d2d91bcf7
52aeea3849601fe08d8642c00cdee,
pseudonym=7bf90549ac6644dd9c7b7d848263ee48,
2.5.4.20=cbc64db43adf7de082771bc68bf88f8bc285d4a
HAI VARIYA
88a95356c6aac28e940def5c7,
email=VARIYA.ASHVIN@YAHOO.IN, cn=ASHVIN
BHAGAVANBHAI VARIYA
Date: 2023.06.15 16:43:39 +05'30'
Ashvin Variya
Company Secretary & Compliance Officer
Place: Surat
Encl: a/a
2
ANNEXURE A
The details as required to be disclosed under Regulation 30 read with SEBI Circular dated September
09, 2015:
Sr Particulars Details
No
1 Type of securities proposed to Equity shares
be issued (viz. equity shares,
convertibles, etc.
2 Type of issuance (further Preferential allotment on a private placement basis in
public offering, rights issue, accordance with the provisions of the Companies Act, 2013
depository receipts and the rules made thereunder and SEBI (Issue of Capital
(ADR/GDR), qualified and Disclosure Requirements) Regulations, 2018, as
institutions placement, amended ("SEBI ICDR Regulations") and other applicable
preferential allotment etc.) laws.
3 Total number of securities Upto 6,87,000 (Six Lakhs Eighty Seven Thousand) equity
proposed to be issued or the shares of face value Rs. 10.00/- (Rupees Ten Only) each at
total amount for which the an issue price of 303/- (Rupees Three Hundred And Three
securities will be issued Only) per equity share aggregating up to Rs. 20,81,61,000
(approximately) (Rupees Twenty Crores Eighty One Lakhs Sixty One
Thousand Only )
In case of preferential issue,
the listed entity shall disclose
the following additional
details to the stock
exchange(s):
A Number of Proposed 14 (Fourteen)
Allotee(s)
B Names of the Proposed SR. NAME OF CATEGORY PROPOSED
Allotee(s) NO PROPOSED (PROMOTER / NO OF
ALLOTTEES NON PROMOTER) EQUITY
SHARES IN
THE
COMPANY
TO BE
ALLOTTED
1 Asha Mukul Agrawal Non Promoter 4,50,000
2 Demeter Advisors Non Promoter
LLP 65,000
3 Gaurishankar Jhalani Non Promoter 50,000
4 Pankaj Prasoon HUF Non Promoter 27,000
5 Vijay Ramvallabh Non Promoter
Khetan 17,500
6 Amit Bhailal Maru Non Promoter 15,000
7 Prasun Exponentials Non Promoter
LLP 12,500
8 Manish Gupta Non Promoter 7,500
9 Sangeeta Non Promoter
Mahavirprasad
Agrawal 7,500
10 Prajakta Sushil Patil Non Promoter 7,500
11 Rishi Kedia Non Promoter 7,500
12 Snehlata Ashok Non Promoter
Kumar Todi 7,500
3
13 Ten Eighty Non Promoter
Investments 7,500
14 Rahul Gupta Non Promoter 5,000
TOTAL Up to
6,87,000
C Issue price for preferential Rs. 303/- (including premium of Rs. 293/-)
allotment
D Post allotment of securities- Not Applicable
outcome of the subscription,
issue price allotted price (in
case of convertibles), number
of investors
E In case of convertibles - Not Applicable
intimation on conversion of
securities or on lapse of the
tenure of the instrument;
F Any cancellation or Not Applicable
termination of proposal for
issuance of securities
including reasons thereof
4
ANNEXURE B
The details as required to be disclosed under Regulation 30 read with SEBI Circular dated September
09, 2015:
Sr Particulars Details
No
1 Type of securities proposed Fully Convertible Warrants each convertible into, or
to be issued (viz. equity exchangeable into equivalent number of fully paid up equity
shares, convertibles, etc. share of the Company.
2 Type of issuance (further Preferential allotment on a private placement basis in
public offering, rights issue, accordance with the provisions of the Companies Act, 2013
depository receipts and the rules made thereunder and SEBI (Issue of Capital and
(ADR/GDR), qualified Disclosure Requirements) Regulations, 2018, as amended
institutions placement, ("SEBI ICDR Regulations") and other applicable laws.
preferential allotment etc.)
3 Total number of securities Upto 6,87,000 (Six Lakhs Eighty Seven Thousand) each
proposed to be issued or the convertible into, or exchangeable for, equivalent number of
total amount for which the fully paid-up equity share of the Company having face value of
securities will be issued Rs. 10.00/- (Rupees Ten Only) each at a price of Rs. 303/-
(approximately) (Rupees Three Hundred And Three Only) (including the
Warrant Subscription Price and the Warrant Exercise Price)
aggregating upto 20,81,61,000 (Rupees Twenty Crores Eighty
One Lakhs Sixty One Thousand Only).
4 In case of preferential issue,
the listed entity shall
disclose the following
additional details to the
stock exchange(s):
A Number of Warrant 14 (Fourteen)
Holder(s)/Proposed
Allotee(s)
B Names of the Warrant SR. NAME OF CATEGORY PROPOSED NO
Holder(s)/Proposed NO PROPOSED (PROMOTER OF EQUITY
Allotee(s) ALLOTTEES / NON SHARES IN THE
PROMOTER) COMPANY TO
BE ALLOTTED
1 Asha Mukul Non
Agrawal Promoter 4,50,000
2 Demeter Advisors Non
LLP Promoter 65,000
3 Gaurishankar Non
Jhalani Promoter 50,000
4 Non
Pankaj Prasoon HUF Promoter 27,000
5 Vijay Ramvallabh Non
Khetan Promoter 17,500
6 Non
Amit Bhailal Maru Promoter 15,000
7 Prasun Non
Exponentials LLP Promoter 12,500
5
8 Non
Manish Gupta Promoter 7,500
9 Sangeeta Non
Mahavirprasad Promoter
Agrawal 7,500
10 Non
Prajakta Sushil Patil Promoter 7,500
11 Non
Rishi Kedia Promoter 7,500
12 Snehlata Ashok Non
Kumar Todi Promoter 7,500
13 Ten Eighty Non
Investments Promoter 7,500
14 Non
Rahul Gupta Promoter 5,000
TOTAL Up to 6,87,000
C Issue price for preferential Rs. 303/- (including warrant subscription price and warrant
allotment exercise price)
D Post allotment of securities- Name of Pre-Issue Post Issue
outcome of the subscription, proposed No of % of No of % of
Allottee(s) shares shareholding shares shareholding
issue price allotted price (in held held
case of convertibles), Asha Mukul 5,80,000 2.31 14,80,000 5.58
number of investors Agrawal
Demeter 0 0.00 1,30,000 0.49
Advisors LLP
Gaurishankar 0 0.00 1,00,000 0.38
Jhalani
Pankaj 90,000 0.36 1,44,000 0.54
Prasoon HUF
Vijay 40,000 0.16 75,000 0.28
Ramvallabh
Khetan
Amit Bhailal 20,000 0.08 50,000 0.19
Maru
Prasun 0 0.00 25,000 0.09
Exponentials
LLP
Manish Gupta 0 0.00 15,000 0.06
Sangeeta 2650 0.01 17,650 0.07
Mahavirprasad
Agrawal
Prajakta Sushil 2500 0.01 17,500 0.07
Patil
Rishi Kedia 0 0.00 15000 0.06
Snehlata 2500 0.01 17,500 0.07
Ashok Kumar
Todi
Ten Eighty 0 0.00 15,000 0.06
Investments
Rahul Gupta 0 0.00 10,000 0.04
E In case of convertibles - Each Warrant would be convertible into, or exchangeable, at
intimation on conversion of an option of Proposed Allottee, within a maximum period of 18
securities or on lapse of the months from the date of allotment of Warrants into equivalent
tenure of the instrument;
6
number of fully paid up equity share of face value of Rs. 10/-
(Rupees ten) each of the Company.
An amount equivalent to atleast 25% of the warrant issue price
shall be payable upfront along with the application and the
balance 75% shall be payable by the Proposed Allottees on the
exercise of option of conversion of the warrant(s).
The number of equity shares to be allotted on exercise of the
warrants shall be subject to appropriate adjustments as
permitted under the rules, regulations and laws, as applicable
from time to time
F Any cancellation or Not Applicable
termination of proposal for
issuance of securities
including reasons thereof
