Parmax Pharma Limited's Board of Directors held a meeting on June 8, 2026 from 2:00 PM to 3:00 PM and approved several significant corporate actions.
1. Increase in Authorised Capital
The Board approved increasing the Authorised Share Capital from the existing ₹6,00,00,000 (Rupees Six Crores Only) divided into 60,00,000 equity shares of face value ₹10 each to ₹10,00,00,000 (Rupees Ten Crore Only) divided into 1,00,00,000 equity shares of face value ₹10 each. This requires alteration of the Memorandum of Association subject to member approval.
2. Adoption of New Articles of Association
The Board approved adopting a new set of Articles of Association to replace the existing Articles, bringing them in line with the provisions of the Companies Act, 2013 in its entirety.
3. Preferential Issue of Equity Shares and Warrants
The Board approved raising funds of up to ₹19,28,19,682 (Rupees Nineteen crores twenty eight lakhs nineteen thousand six hundred and eighty-two only) through a preferential issue to 14 non-promoter group individuals:
- Issuance of 31,37,586 equity shares of face value ₹10 each at an issue price of ₹36.50 per share (including premium of ₹26.50 per share), aggregating to ₹11,45,21,889
- Issuance of 21,45,145 convertible warrants at ₹36.50 per warrant (including premium of ₹26.50 per warrant), aggregating to ₹7,82,97,793
- Warrants are exercisable into equity shares during 18 months from allotment date
- 25% of warrant price payable at allotment, 75% payable upon exercise
- Floor price determined with Relevant Date as June 2, 2026
Investor Allocation Details:
The preferential allocation to 14 investors includes:
- Dhiren Chandulal Shah: 6,04,190 shares + 5,35,715 warrants
- Sunil Chinubhai Shah: 91,911 shares + 81,494 warrants
- Hiren Pravin Doshi: 2,17,508 shares + 1,92,857 warrants
- Umang Alkesh Gosalia: 3,42,466 shares + Nil warrants
- Other 10 investors receiving remaining allocations
Post-Allotment Shareholding Impact:
The transaction will result in significant changes to shareholding structure, with Dhiren Chandulal Shah expected to hold 12.63%, Umang Alkesh Gosalia 6.01%, and Abhay Chinubhai Shah 6.74% post-allotment (assuming full warrant conversion).
4. Change of Control Implications
The preferential issue, combined with secondary acquisition and open offer, will result in Dhiren Chandulal Shah, Sunil Chinubhai Shah, and other PAC members acquiring majority voting rights and control of the company.
5. Independent Director Recommendation
The Committee of Independent Directors unanimously recommended the preferential issue to the Board after considering all aspects including pricing, in accordance with Regulation 166A of SEBI ICDR Regulations, as it results in a change of control.
6. Extraordinary General Meeting
The Board approved convening an EGM on Thursday, July 2, 2026 at 11:30 AM IST through Video Conferencing/OAVM to seek shareholder approval for the above matters.
7. E-voting Arrangements
- E-voting period: June 29, 2026 (9:00 AM) to July 1, 2026 (5:00 PM)
- Cut-off date for e-voting: June 25, 2026
- Scrutinizer appointed: Shreyans Jain & Co., Practising Company Secretary (FCS: 8519, COP No. 9801)
Disclosure
The complete disclosures are available on the company website at www.parmaxpharma.com.