Nature and Purpose of the Meeting

The Investment, Banking and Authorisations Committee (IBA Committee) meeting was held to approve strategic investments as part of a proposed reorganization to advance the company's Antibody-drug Conjugate (ADC) strategy. The meeting approved two transactions: additional investment in subsidiary NJ Bio, Inc. and controlling investment in step-down associate Aruka Bio, Inc.

Details of Resolutions Passed

NJ Bio Transaction:

  • Approval for acquisition of 244,587 shares of common stock in NJ Bio at USD 53.00 per share
  • Aggregate consideration of approximately USD 12,963,111 (USD 13 million)
  • Acquisition from Dr. Naresh Jain shareholding group: 142,000 shares from Ms. Priyashri Nayak for USD 7,526,000 and 102,587 shares from Jain Family Irrevocable Trust for USD 5,437,111
  • Increases Company's stake from 56% to 67.3%

Aruka Bio Transaction:

  • Approval for subscribing shares of Aruka Bio for approximately USD 5 million
  • Acquisition of 113,089 common equity shares
  • Results in approximately 57.8% equity shareholding on fully diluted basis and 65% on non-diluted basis
  • Post-transaction ownership structure: 65% directly by Cohance, 25% by NJ Bio, and 10% by Dr. Naresh Jain

Financial Impact

  • Total investment of USD 18 million (USD 13 million in NJ Bio + USD 5 million in Aruka Bio)
  • Both transactions to be funded through internal accruals
  • Aruka Bio investment allocation: approximately USD 4.75 million for redeeming existing investors and USD 0.25 million for working capital requirements

Timing of the Meeting

The IBA Committee meeting commenced at 4:00 p.m. (IST) and concluded at 4:55 p.m. (IST) on September 3, 2026.

Compliance References

  • Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • Part A of Schedule III of SEBI Listing Regulations
  • FEMA (Overseas Investment) Regulations, 2022

Additional Material Disclosures

NJ Bio Background:

  • ADC-focused Contract Research, Development, and Manufacturing Organization (CRDMO)
  • Incorporated October 23, 2017 (formerly NJ Biopharmaceuticals LLC)
  • Turnover: CY2023 - USD 20.6M, CY2024 - USD 32.6M, CY2025 - USD 23.5M

Aruka Bio Background:

  • Innovative company working on novel Payload-linker and ADC platforms
  • Incorporated May 26, 2023 in Delaware, USA
  • Turnover: CY2023, CY2024, CY2025 - Nil
  • Lead program at preclinical stage

Management Changes:

  • Dr. Naresh Jain will continue as CEO of NJ Bio and assume role of CEO at Aruka Bio
  • Dr. Jain will retain 32.7% ownership in NJ Bio

Transaction Conditions:

  • NJ Bio transaction subject to execution of amended and restated agreements
  • Aruka Bio transaction subject to execution of definitive agreements
  • Both subject to receipt of applicable regulatory approvals and customary closing conditions
  • Expected completion by end of September 2026

Strategic Rationale:

  • Reinforces commitment to ADC space through closer integration of NJ Bio's customer-facing capabilities with Cohance's manufacturing platform
  • Positions Aruka Bio to advance proprietary pipeline through potential development partnerships
  • Expected to strengthen business performance across combined platform over time