API Holdings Limited, the parent company behind PharmEasy, has issued a postal ballot notice seeking shareholder approval for the proposed issuance of up to 53.38 crore Series C Compulsorily Convertible Preference Shares (CCPS) to Lightrock Growth Fund I S.A., SICAV-RAIF.
The proposed issue, valued at approximately ₹347.52 crore, will serve as non-cash consideration for acquiring 10,50,376 equity shares of Akna Medical Private Limited held by Lightrock Growth Fund I.
API Holdings currently owns 68.67% of Akna Medical. The proposed acquisition covers the remaining 31.33% stake and, if completed, would make Akna Medical a wholly owned subsidiary of API Holdings.
The development is relevant for investors tracking API Holdings unlisted shares, as the notice provides details of the proposed share swap, CCPS issue terms and the shareholder approval process.
What Is API Holdings Proposing?
According to the postal ballot notice dated October 16, 2026, API Holdings' Board had approved the proposed acquisition at its meeting on April 24, 2026, subject to shareholder approval.
Under the proposed transaction, API Holdings would acquire the 10,50,376 equity shares of Akna Medical held by Lightrock Growth Fund I. In exchange, API Holdings proposes to issue Series C CCPS to Lightrock rather than pay the acquisition consideration in cash.
The company states that this structure would allow it to acquire the shares without immediate cash outflow, preserving its cash resources for business operations and other corporate requirements.
The transaction is contemplated under a Share Subscription and Purchase Agreement dated September 16, 2026, executed among API Holdings, Akna Medical and Lightrock Growth Fund I.
Key Details of the Proposed CCPS Issue
| Particulars | Details |
|---|---|
| Issuing company | API Holdings Limited |
| Proposed allottee | Lightrock Growth Fund I S.A., SICAV-RAIF |
| Security | Series C Compulsorily Convertible Preference Shares |
| Maximum number of CCPS | 53,38,25,750 |
| Face value per CCPS | ₹1 |
| Issue price per CCPS | ₹6.51 |
| Premium per CCPS | ₹5.51 |
| Aggregate proposed issue value | Approximately ₹347.52 crore |
| Purpose | Acquisition of 10,50,376 Akna Medical equity shares |
| Issue method | Preferential issue through private placement |
| Approval required | Shareholders' approval through a special resolution |
The issue price is based on a valuation report dated October 16, 2026, prepared by CA Manan Hiren Sanghvi, Chartered Accountant and Registered Valuer.
What Are Series C CCPS?
Compulsorily Convertible Preference Shares are preference shares that convert into equity shares according to their specified terms.
Under the proposed Series C CCPS terms in the notice, each CCPS is convertible into one equity share of API Holdings, subject to the adjustments specified in the notice. Conversion may take place at the holder's option or, if not converted earlier, compulsorily on the earlier of the specified automatic conversion date under the agreement and the maturity date of April 1, 2046.
The notice also specifies a cumulative dividend of 0.0001% of the face value of each CCPS per annum.
The proposed issue would increase API Holdings' fully diluted share count from approximately 1,804.04 crore shares to 1,857.43 crore shares upon conversion of the full proposed allotment. The company has disclosed that this would result in approximately 2.87% proportionate dilution for existing shareholders on a fully diluted basis.
These figures reflect the maximum proposed issue described in the notice; the transaction remains subject to the applicable approval process.
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Why Is API Holdings Using a Share Swap?
API Holdings has stated that the proposed transaction will use CCPS instead of cash consideration to acquire Lightrock's remaining stake in Akna Medical.
According to the company, this approach would enable it to acquire the remaining shares without an immediate cash outflow. On completion, API Holdings' ownership of Akna Medical would increase from 68.67% to 100%.
The notice presents the transaction as a means of consolidating ownership of Akna Medical while preserving cash for the company's operations and other corporate requirements.
API Holdings CCPS Issue: Shareholder Approval and Important Dates
The proposed CCPS issue requires shareholder approval through a special resolution conducted by postal ballot using remote e-voting.
| Particulars | Date |
|---|---|
| E-voting cut-off date | October 9, 2026 |
| E-voting opens | October 17, 2026, at 9:00 AM IST |
| E-voting closes | November 15, 2026, at 5:00 PM IST |
| Results to be declared | On or before November 22, 2026 |
Only eligible shareholders holding equity shares, Series A CCPS and/or Series B CCPS as of the cut-off date are entitled to vote. The Board has recommended voting in favour of the resolution.
If the requisite votes are received, the resolution will be deemed passed on November 15, 2026, the last date of e-voting.
Key Takeaway for API Holdings Unlisted Shareholders
API Holdings has proposed issuing up to 53.38 crore Series C CCPS at ₹6.51 per share, aggregating approximately ₹347.52 crore, to acquire Lightrock Growth Fund I's remaining 31.33% stake in Akna Medical.
The proposed share swap would take API Holdings' ownership of Akna Medical to 100% upon completion, without requiring an immediate cash payment for the shares.
For investors tracking API Holdings unlisted shares, the next important milestone is the outcome of the shareholder vote and the subsequent implementation of the proposed transaction. The proposal should not be treated as completed until the applicable approvals and transaction steps have been fulfilled.
Source: API Holdings Limited, Postal Ballot Notice dated October 16, 2026.
