Key Resolution Details

  • The company sought shareholder approval through postal ballot (remote e-voting) for one ordinary resolution: "Reclassification of persons forming part of the Promoter Group from 'Promoter' Shareholder to 'Public' Shareholder."
  • The resolution specifically concerned Mr. Ravin Gandhi (holding 403,320 shares) and Ms. Bela Gandhi (holding 400,635 shares) as outgoing promoter shareholders.
  • The reclassification is being undertaken in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • The company had received prior no-objection approvals from both stock exchanges: BSE Limited (letter no. LIST/COMP/SJ/150/2026-27 dated 24 July 2026) and NSE (letter no. NSE/LIST/COMP/HESTERBIO/594/2026-2027 dated 24 July 2026).

Postal Ballot Process Timeline

  • Postal Ballot Notice dated: 30 July 2026
  • Dispatch to shareholders completed on: 4 August 2026 (sent only through electronic mode)
  • Newspaper advertisements published on: 6 August 2026 (in The Financial Express - English and Gujarati editions)
  • Remote e-voting period: From 5 August 2026 at 9:00 AM IST to 3 September 2026 at 5:00 PM IST
  • Scrutinizer's report submitted on: 3 September 2026
  • Results declared on: 4 September 2026 at 10:00 AM IST

Voting Results

  • Total valid e-votes received: 89 votes representing 3,981,963 shares
  • Votes in favor of the resolution: 82 votes representing 3,981,536 shares (99.99% of votes cast)
  • Votes against the resolution: 7 votes representing 427 shares (0.01% of votes cast)
  • Invalid votes: 2 votes representing 40,227 shares
  • Total shareholders eligible to vote as of cut-off date (31 July 2026): 12,260 equity shareholders

Category-wise Voting Breakdown (Resolution 1)

Promoter and Promoter Group:

  • Shares held: 4,570,944
  • Votes polled: 3,538,635 shares (77.42% of holding)
  • 100% votes in favor (3,538,635 shares)
  • 0% votes against

Public - Institutional Holders:

  • Shares held: 31,483
  • Votes polled: 11,414 shares (36.25% of holding)
  • 98.59% votes in favor (11,253 shares)
  • 1.41% votes against (161 shares)

Public - Others:

  • Shares held: 3,904,438
  • Votes polled: 431,914 shares (11.06% of holding)
  • 99.94% votes in favor (431,648 shares)
  • 0.06% votes against (266 shares)

Overall Voting:

  • Total shares voted: 3,981,963 (46.81% of total 8,506,865 shares)
  • Total votes in favor: 3,981,536 shares (99.99%)
  • Total votes against: 427 shares (0.01%)

Conditions for Reclassification

The outgoing promoter shareholders confirmed they meet all conditions under Regulation 31A(4) of SEBI LODR Regulations:

1. Not holding more than 10% of the fully paid up equity share capital and voting rights of the Company

2. Not exercise control over the affairs of the Company, directly or indirectly

3. Not have any special rights with respect to the Company

4. Not represented on the Board of Directors of the Company

5. Not act as a key managerial personnel in the Company

6. Not a 'willful defaulter' as per Reserve Bank of India Guidelines

7. Not a fugitive economic offender

The company also resolved to continue complying with conditions mentioned under Regulation 31A(3)(c) during and after the reclassification process.

Process Administration

  • Scrutinizer appointed: Mr. Tapan Shah, Practicing Company Secretary (FCS No. 4476, CP No. 2839)
  • E-voting service provider: Central Depository Services (India) Limited (CDSL)
  • The scrutinizer's report was witnessed by two independent witnesses: Ms. Sakshi Chechani and Ms. Priya Thakker
  • All e-voting records will remain with the scrutinizer until minutes are approved, then transferred to the Company Secretary

Authorizations

The Board of Directors, Chief Financial Officer, and Company Secretary were authorized to take all necessary actions, make filings, and represent before authorities to implement the resolution.

Financial Impact

Financial impact not quantified in the disclosure. The reclassification represents a change in shareholder categorization rather than a direct financial transaction.