155 | Annual Report | 2023-2024 (B) Compulsorily convertible preference shares Particulars As at 31 March 2024 As at 31 March 2023 Number Amount Number Amount Issued, subscribed and fully paid up compulsorily convertible preference shares Compulsorily convertible preference shares of ` 10 each At the beginning of the year 2,92,11,177 2,921.12 - - Additions during the year (**) 3,13,19,059 3,131.91 2,92,11,177 2,921.12 Conversion of compulsorily convertible preference shares into equity shares (***) (6,05,30,236) (6,053.03) - - Balance at the end of the year - - 2,92,11,177 2,921.12 (**) Additions made in compulsorily convertible preference shares during the year As at 31 March 2024 As at 31 March 2023 Number Amount Number Amount Teachers Insurance and Annuity Association of America (TIAA) - - 1,85,00,412 1,850.04 Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO) 77,89,648 778.96 1,07,10,765 1,071.08 Danish Sustainable Development Goals Investment Fund K/S (IFU) 2,35,29,411 2,352.94 - - Total additions during the year 3,13,19,059 3,131.90 2,92,11,177 2,921.12 (***) In pursuant to the provisions of the Companies Act, 2013, the Company as per the circular resolution passed by the Board of Directors on March 22, 2024, converted all the Compulsorily Convertible Preference Shares (“CCPS”) having face value of `6,053.02 lakhs were allotted to the CCPS holder for an aggregate amount of `51,450.70 lakhs, into equity shares (face value of `10 each) as per the Share Subscription Agreements (SSA) and as per the approval of the shareholders ranking pari-passu with the existing equity shares of the Company. During the year ended March 31, 2024, the Company has allotted 3,55,35,017 equity shares (face value of `10 each) pursuant to the compulsory conversion of these CCPS. The Company also declared a dividend at 0.001% per annum on such conversion of CCPS into equity shares. Terms and rights attached to compulsorily convertible preference shares: The Company has only one class of compulsorily convertible preference shares (CCPS) which shall rank pari-passu with other preference shares. The CCPS shall carry a dividend of 0.001% per annum. The Company declares and pays dividend in Indian rupees (`). The holder of CCPS shall not be entitled to any voting rights in the Company. The conversion of the CCPS into equity shares of the Company shall be triggered and the CCPS shall be converted into equity shares, in case of (i) Scenario 1, in no event later than 7 (seven) days from the date on which the applicable conditions set out in Scenario 1 below are satisfied (“Scenario 1 trigger date”); (ii) Scenario 2, within 30 (thirty) days from the date on which the applicable conditions set out in Scenario 2 below are satisfied; and (iii) Scenario 3, within 7 (seven) days from March 31, 2024, at such conversion price and on such terms as set out below: 1. Scenario 1: Occurrence of the full equity infusion that includes a qualified investment raise (as defined below) at a priced round/ predetermined valuation for the Company, by March 31, 2024; 2. Scenario 2: Occurrence of the full equity infusion without the qualified investment raise (as defined below) by March 31, 2024; and 3. Scenario 3: Full equity infusion not having occurred by March 31, 2024. “Qualified investment raise” shall mean a single external investment (that could include a secondary purchase of securities of the Company from its existing shareholders) from not more than 1 (one) external institutional investor (along with its affiliates) of an aggregate amount that is the ` equivalent of USD 25 million (calculated at the exchange rate) or more into the Company at a priced round/ pre-determined valuation for the Company, by March 31, 2024. Note 24: Share capital (cont'd) Arohan Financial Services Limited Notes to financial statements for the year ended March 31, 2024 (Contd.) (All amounts in ` lakhs unless otherwise stated)
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