GRM Overseas warrant conversion boosts equity base and bonus issue aligned with 2:1 ratio

GRM Overseas Limited reported a major change in its capital structure following its Board meeting on Friday, February 6, 2026. The Board cleared the conversion of the remaining stock warrants and linked bonus equity allotment. Given the scale of this equity issuance and warrant conversion, the stock is likely to stay under focus in the near term.

The combined effect of these actions is a sizeable increase in paid-up equity capital and share count. All 90.70 lakh convertible warrants issued earlier now stand fully converted into equity shares. The latest Board decisions also align with the 2:1 bonus issue that shareholders had approved at an earlier Extraordinary General Meeting held on December 9, 2025.

Following the latest allotment, GRM Overseas’ paid-up equity share capital rose from Rs 36.81 crore to Rs 41.44 crore. The number of equity shares increased from 18.40 crore to 20.72 crore, with each share carrying a face value of Rs 2. The new shares will rank pari passu with all existing equity shares of the company.

The Board approved the allotment of 77.18 lakh equity shares on account of warrant conversion, each share having a face value of Rs 2. In line with the previously sanctioned 2:1 bonus ratio, an additional 1.54 crore equity shares were allotted as bonus to the eligible warrant allottees. Overall, this combined exercise led to the issue of 2.31 crore equity shares.

The warrants now converted were part of a preferential issue originally completed on August 8, 2024. GRM Overseas had then issued 90.70 lakh convertible warrants, each convertible into one equity share with a face value of Rs 2, at an issue price of Rs 150 per warrant. At allotment, allottees had paid 25% of the issue price, or Rs 37.50 per warrant.

This initial payment totalled Rs 34.01 crore for the 90.70 lakh warrants. After Board approval on May 28, 2025, 13.52 lakh warrants were already converted into equity shares. For the remaining 77.18 lakh warrants, the balance 75% of the issue price, or Rs 112.50 per warrant, has now been paid. GRM Overseas received Rs 86.82 crore as the final conversion amount from 21 warrant holders.

GRM Overseas equity shares: key numerical details of warrants and bonus allotment

The warrant conversion and bonus issue led to the following aggregate numbers for GRM Overseas equity shares and funds received:

Item	Quantity / Amount
Total warrants issued (August 8, 2024)	90.70 lakh
Warrants converted earlier (May 28, 2025 approval)	13.52 lakh
Warrants converted in latest tranche	77.18 lakh
Equity shares from latest warrant conversion	77.18 lakh
Bonus equity shares to eligible warrant allottees (2:1)	1.54 crore
Total equity shares issued in this combined allotment	2.31 crore (2,31,54,000 shares)
Initial 25% warrant subscription amount	Rs 34.01 crore
Balance 75% conversion amount received	Rs 86.82 crore
Paid-up equity capital before latest allotment	Rs 36.81 crore (18.40 crore shares)
Paid-up equity capital after latest allotment	Rs 41.44 crore (20.72 crore shares)

With the conversion of 77.18 lakh warrants, an equal number of equity shares were allotted. At the same time, 1,54,36,000 equity shares were issued as part of the 2:1 bonus issue linked to this transaction. Altogether, 2,31,54,000 equity shares were allotted, while 75% of the issue price per warrant brought in Rs 86.82 crore.

GRM Overseas equity shares: status of warrants and participant profile

GRM Overseas confirmed that all 90.70 lakh warrants issued in August 2024 now stand fully converted into equity shares. No warrants remain outstanding for future conversion. The list of allottees covers both promoter and non-promoter categories, and includes institutional funds, corporate entities, LLPs and individual investors.

Named allottees cited by the company include Forbes EMF, Coeus Global Opportunities Fund, Atul Garg, Mamta Garg, Singularity Equity Fund I and several other institutional and individual investors. This mix of participants indicates broad interest from different investor classes in the preferential issue and the associated warrant structure.

GRM Overseas equity shares: promoter allotments from warrant conversion

Within the promoter group, Atul Garg and Mamta Garg each converted 5,50,000 warrants. This conversion, along with the 2:1 bonus entitlement, resulted in the allotment of 16,50,000 equity shares to each promoter. GRM Overseas received Rs 6.18 crore from each as the balance conversion amount tied to these warrants.

Another promoter, Hukam Chand Garg, converted 1,08,000 warrants. Including bonus entitlement, 3,24,000 equity shares were allotted to this promoter. The company received Rs 1.21 crore from this conversion. These promoter-level allotments formed a notable portion of the latest tranche of equity issuance.

GRM Overseas equity shares: non-promoter investors and fund participation

Among institutional and corporate investors, Brescon Aurum Private Limited converted 2,00,000 warrants. This resulted in an allotment of 6,00,000 equity shares, including bonus shares. Singhvi Heritage LLP converted 54,000 warrants, for which 1,62,000 equity shares were allotted after considering the 2:1 bonus structure.

Each of Nirmal Gupta, Atul Ramanlal Shah, NVS Corporate Consultancy Services Private Limited, Anahaita Nalin Shah and Nupur Mahipal converted 1,00,000 warrants. For every such investor, 3,00,000 equity shares were allotted, factoring in the bonus entitlement. These conversions demonstrate meaningful participation by a range of corporate and individual non-promoter investors.

Large fund inflows came from Forbes EMF and Coeus Global Opportunities Fund, with both entities converting 20,00,000 warrants each. Every fund consequently received 60,00,000 equity shares, including the related bonus shares. GRM Overseas received Rs 22.50 crore from each of these funds as the balance 75% conversion money.

A broad base of individuals, LLPs, corporates and smaller funds also participated. Aarson Investments and Dipak Raheja each converted 1,53,000 warrants and were allotted 4,59,000 equity shares, including bonus entitlement. Kaushal Bharat Ruparel converted 30,000 warrants for 90,000 equity shares, while Deekay Investments converted 36,000 warrants and received 1,08,000 equity shares.

In the same non-promoter segment, Neeraj Pahlajani and Amit R. Agarwal each converted 72,000 warrants and were allotted 2,16,000 equity shares. Nipun Jain converted 30,000 warrants, while Archit Garg converted 40,000 warrants, leading to 90,000 and 1,20,000 equity shares respectively. Singularity Equity Fund I converted 11,70,000 warrants and obtained 35,10,000 equity shares, including bonus shares.

GRM Overseas equity shares: market performance and earlier bonus distribution

On Friday, February 6, 2026, GRM Overseas Ltd.’s share price closed at Rs 162.98 on the NSE. During the session, the stock hit an intraday high of Rs 166.60 and a low of Rs 158.76. Over the last year, the share price has advanced by more than 111%, generating strong long-term returns for shareholders.

GRM Overseas also executed a company-wide 2:1 bonus issue in December 2025, separate from the warrant-linked allotment. In that bonus issue, the company distributed more than 12.27 crore fully paid-up equity shares to eligible shareholders. These corporate actions together have led to a material expansion in the company’s free-float and overall equity base.

The latest Board-approved warrant conversion, combined with bonus share issuance, has completed the equity-linked obligations arising from the August 2024 preferential issue. With no warrants left to convert, investors now have greater clarity on the fully diluted share count, while the company has strengthened its equity capital through cash inflows of Rs 86.82 crore from the final conversion tranche.