Nature of the Disclosure

This is a regulatory disclosure to BSE Limited regarding a Postal Ballot notice being sent to shareholders. The notice contains two resolutions requiring shareholder approval via remote e-voting, without convening a physical general meeting.

Key Resolutions and Quantitative Figures

Resolution 1: Preferential Issue of Convertible Warrants (Special Resolution)

  • Proposal to issue up to 5,00,000 (Five Lakh) convertible warrants to Mr. Ashwani Khemka, a promoter.
  • Issue price fixed at ₹147.39 per warrant, determined in accordance with Chapter V of SEBI ICDR Regulations.
  • Total issue size: ₹7,36,95,000 (₹7.37 crore).
  • Warrants are convertible into equity shares at the option of the warrant holder within 18 months from allotment.
  • The warrant holder must pay 25% of the issue price (₹36.8475 per warrant) upon allotment, with the balance 75% payable upon conversion.
  • The relevant date for pricing is Thursday, 23rd July, 2026.
  • Post-issue promoter holding would increase from 31.56% to 34.24% on a fully diluted basis (assuming 100% conversion).
  • Mr. Ashwani Khemka's individual holding would increase from 29.88% to 32.62%.

Resolution 2: Material Related Party Transactions (Ordinary Resolution)

  • Seeks omnibus approval for material related party transactions with SPL Infusion Private Limited, a subsidiary (60% owned by Sanjivani).
  • Aggregate value of transactions not to exceed ₹10,00,00,000 (₹10 crore) during FY 2026-27.
  • Transactions include advancing loans, providing guarantees/securities, and purchase/sale of goods/services.
  • The value of proposed transactions represents approximately 75.68% of the listed entity's annual consolidated turnover for the immediately preceding financial year.
  • Transactions already undertaken with the related party in the current FY (up to the preceding quarter): ₹40 lakh.

Dates and Timeline

  • Cut-off date for determining eligibility to vote: Friday, 17th July, 2026.
  • Remote e-voting period: From Friday, 24th July, 2026 (9:00 AM IST) to Saturday, 22nd August, 2026 (5:00 PM IST).
  • Results announcement: On or before Monday, 24th August, 2026 (5:00 PM IST).
  • Preferential allotment of warrants to be completed within 15 days of passing the special resolution.

Parties Involved

  • Proposed Allottee for Warrants: Mr. Ashwani Khemka (Promoter)
  • Related Party for RPT: SPL Infusion Private Limited (Subsidiary)
  • Scrutinizer: M/s. HD & Associates, Company Secretaries
  • E-Voting Service Provider: MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)

Purpose and Rationale

  • Warrants Issue: To raise funds for future expansion and growth of the Company. The proceeds (₹7.37 crore) are intended to be utilized by 31st March 2028.
  • RPT Approval: To support the working capital requirements, business expansion, operational continuity, and growth of the subsidiary (SPL Infusion), which is expected to strengthen the consolidated business operations of the Company.

Financial and Capital Structure Impact

  • The issuance and subsequent conversion of warrants will increase the paid-up share capital and potentially dilute non-promoter shareholders.
  • The RPTs with the subsidiary involve a significant commitment of resources (up to ₹10 crore) which may impact the company's cash flows and financial position.

Governance and Compliance

  • The Board of Directors approved both resolutions in its meeting held on 23rd July 2026.
  • The Audit Committee has reviewed the proposed RPTs.
  • A certificate from HD and Associates, Practicing Company Secretaries, confirms compliance with SEBI ICDR Regulations for the preferential issue.
  • A valuation report dated 23rd July 2026 from Mr. Bhavesh M Rathod (IBBI/RV/06/2019/10708) was obtained for the warrant issue price.

Voting Instructions

  • The notice is being sent only through electronic mode to members whose email IDs are registered.
  • Members can vote remotely through the facilities provided by NSDL, CDSL, or InstaVote.
  • Corporate members must send certified documents to the scrutinizer by email.

Additional Information

  • The explanatory statement, valuation report, and company secretary's certificate are available for inspection on the company's website (https://www.sanjivani.co.in/investorzone).
  • This notice is also available on the websites of BSE Limited (www.bseindia.com) and the company.