Nature of the Event

Regulatory disclosure of notice for Extraordinary General Meeting (EGM) to seek shareholder approval for preferential issuance of equity shares and fully convertible warrants.

Key Resolutions and Financial Figures

Item No. 1: Preferential Issue of Equity Shares

  • Issuance of up to 3,72,000 equity shares of face value ₹5 each
  • Issue price: ₹250 per share (including premium of ₹245 per share)
  • Aggregate amount: ₹9,30,00,000 (₹9.3 crore)
  • Allottees from "Public" category:
  • Harish Pande Jt. Usha Pande: 60,000 shares
  • Ashwani Kumar Sharma: 1,32,000 shares
  • Usha Pande Jt. Harish Pande: 60,000 shares
  • Deepa Pande: 60,000 shares
  • Jaideep Mahesh Chandra Dwivedi: 60,000 shares

Item No. 2: Preferential Issue of Convertible Warrants

  • Issuance of up to 9,48,000 fully convertible warrants
  • Issue price: ₹250 per warrant
  • Aggregate amount: ₹23,70,00,000 (₹23.7 crore) upon full conversion
  • Conversion period: 18 months from allotment date
  • Allottees:
  • Growel Remedies Limited (Promoter): 4,28,000 warrants
  • Bishnoi Exports Private Limited (Public): 1,20,000 warrants
  • Ginnerup Capital ApS (Public): 4,00,000 warrants

Pricing Details

  • Relevant date for pricing: July 21, 2026
  • Minimum price as per SEBI ICDR Regulations: ₹248.76
  • Board approved price: ₹250 per share/warrant (higher than regulatory minimum)
  • 90-day VWAP: ₹248.76
  • 10-day VWAP: ₹218.88

Payment Terms

For Equity Shares: 100% payment required at time of allotment

For Warrants:

  • 25% payment (₹62.50 per warrant) at time of allotment
  • Balance 75% (₹187.50 per warrant) payable at time of conversion

Objects of the Issue

Total proceeds of ₹33 crore (assuming 100% warrant conversion) to be utilized for:

1. Research and Development activities (₹18 crore) - to be utilized by March 31, 2029

2. Purchase and installation of equipment (₹7 crore) - to be utilized by September 30, 2027

3. General corporate purposes (₹8 crore) - to be utilized by September 30, 2027

Shareholding Pattern Impact

Pre-issue capital: 1,57,50,365 equity shares

Post-equity allotment: 1,61,22,365 equity shares

Fully diluted basis (after warrant conversion): 1,70,70,365 equity shares

Promoter holding changes:

  • Growel Remedies Limited: From 47.37% to 46.28% (post-equity) to 46.22% (fully diluted)

Public holding changes:

  • From 52.63% to 53.72% (post-equity) to 53.78% (fully diluted)

Lock-in Requirements

  • Equity shares and warrants subject to lock-in as per SEBI ICDR Regulations
  • Entire pre-preferential shareholding of proposed allottees to be locked-in
  • Warrants and resulting equity shares cannot be sold/transferred during lock-in period

Timeline and Process

  • EGM date: August 20, 2026 at 1:00 PM
  • Venue: Hotel Saffron Leaf, GMS Road Dehradun, Uttarakhand
  • Remote e-voting period: August 17, 2026 (9:00 AM) to August 19, 2026 (5:00 PM)
  • Cut-off date for voting eligibility: August 13, 2026
  • E-voting service provider: Central Depository Services Ltd (CDSL)
  • Scrutinizer: Mr. Manoj Kumar Jain, Practicing Company Secretary

Authority and Implementation

Mr. Rahul Bishnoi, Mr. Ashwani Kumar Sharma (Directors) and Ms. Parul Choudhary (Company Secretary) authorized to implement the resolutions and complete formalities including:

  • Filing with Registrar of Companies
  • Obtaining stock exchange approvals
  • Listing of shares
  • Documentation completion

Additional Information

  • Company is agrochemical and pharmaceutical manufacturer with facilities in Dahej, Gujarat and Dehradun, Uttarakhand
  • Has DSIR-approved R&D facility
  • Shares listed on BSE and NSE
  • No change in control or management anticipated post-issue
  • Voting rights will change in proportion to shareholding changes