BSEAGM/EGM1d ago · 4 Sept 2026, 10:28 am

Outcome, proceedings and Voting Results of Postal Ballot Process for the Notice dated 30 July 2026

Hester Biosciences Ltd · 524669

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Hester Biosciences Ltd has announced the outcome of its postal ballot process, where shareholders approved the reclassification of persons forming part of the Promoter Group from 'Promoter' Shareholder to 'Public' Shareholder. The resolution was passed with 99.99% assent and 0.01% dissent.

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Earnings Impact5/10
Growth Catalyst2/10
Governance Concern3/10
Regulatory Risk4/10
Balance Sheet Risk6/10
Liquidity Impact8/10
Market Sentiment6/10

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Hester Biosciences Ltd - 524669 - Shareholder Meeting / Postal Ballot-Outcome of Postal_Ballot

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4 September 2026 To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Dalal Street, Bandra - Kurla Complex, Mumbai 400 001 Bandra (E), Mumbai 400 051 Scrip Code: 524669 Symbol: HESTERBIO Dear Sir/ Madam: Subject: Submission of proceedings and Voting Results of Postal Ballot Process This is in reference to our letter dated 4 August 2026, we herewith enclose the proceedings of Postal Ballot Process to get approval of members on resolution mentioned in Postal Ballot Notice dated 30 July 2026 in accordance with the circular(s) issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The results of e-voting of the Members of the Company, conducted by way of Postal Ballot (Remote electronic voting) as per the format prescribed under Regulations 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as an Annexure attached along with this letter. The Ordinary Resolution for “Reclassification of persons forming part of the Promoter Group from ‘Promoter’ Shareholder to ‘Public’ Shareholder” as placed before the members for their approval have been passed with the requisite majority via remote electronic voting as per the scrutiniser’s report dated 4 September 2026. We attach herewith: 1. Proceedings of the Postal Ballot Process 2. Voting results of Postal Ballot Resolution 3. Scrutiniser’s Report on of Postal Ballot Process You are requested to take the above information on your record. Sincerely For Hester Biosciences Limited Vinod Mali Company Secretary & Compliance Officer Enclosure: As above MINUTES OF THE PROCEEDING HELD ON 4 SEPTEMBER 2026 AT 10:00 A.M. (IST) AT REGISTERED OFFICE FOR DECLARATION OF THE RESULT ON THE VOTING BY POSTAL BALLOT CONDUCTED PURSUANT TO SECTION 110 OF COMPANIES ACT, 2013, ON THE RESOLUTIONS AS SET OUT IN THE POSTAL BALLOT NOTICE DATED 30 JULY 2026 Present: Mr. Rajiv Gandhi CEO & Managing Director Ms. Priya Gandhi Executive Director Mr. Vinod Mali Company Secretary & Compliance Officer The CEO & Managing Director of the Company stated that Company had sent postal ballot notice dated 30 July 2026 to all the shareholders on 4 August 2026, for obtaining the consent of the shareholders to the ordinary resolution set-out into the Notice by means of Postal ballot (Remote e-voting). The CEO & Managing Director further informed that the Shareholders’ approval for the proposed resolutions was sought by Postal ballot in accordance with the provision of Section 110 and Section 108 of the Companies Act, 2013. Accordingly, the Postal ballot notice along with explanatory statement annexed to it was sent to the shareholders through electronic mode only for their consideration and voting through remote evoting. Mr. Tapan Shah, Practicing Company Secretary FCS No. 4476, CP No. 2839 was appointed as scrutiniser to ensure process of postal ballot process conducted in fair and transparent manner and accordance with the law. The sending of aforesaid notice to the members of the Company was completed on 4 August 2026 and the newspaper advertisement to the effect was published, both in the English and Gujarati newspaper on 6 August 2026. In compliance to the MCA Circulars and pursuant to Section 110 of the Act and the Rules made thereunder, the Company will send this Postal Ballot Notice (“Notice”) along with explanatory statement and remote e-voting instructions were sent only through electronic mode to all those Members whose e-mail address are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/Depository Participants and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 31 July 2026. In Compliance with the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and Regulations 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed Central Depository Services (India) Limited for the evoting services provider platform. The remote e-voting period has commenced on Wednesday, 5 August 2026 at 9:00 A.M. (IST) and ended on Thursday, 3 September 2026 at 5:00 P.M. (IST) (both days inclusive). The CEO & Managing Director thereafter stated that the scrutiniser had submitted his report on Thursday, 3 September 2026, considering the remote e-voting. Scrutinisers’ report was placed on the table for perusal. The CEO & Managing Director then announced the following result of the Postal ballot through remote e-voting as per the Scrutinisers’ Report: Sr. Particulars Resolution 1 (Ordinary Resolution) No. Number of e-Votes Number of Shares A E-votes received 91 4,022,190 B Less: Invalid e-votes 2 40,227 C Net Valid E-votes exercised 89 3,981,963 E-Votes with assent for the resolution 82 3,981,536 % of Assent 99.99% E-Votes with dissent for the resolution 7 427 (ii) % of Dissent 0.01% Following resolution duly approved by the members is as follows: Resolution No. 1: Reclassification of persons forming part of the Promoter Group from ‘Promoter’ Shareholder to ‘Public’ Shareholder - Ordinary Resolution: “RESOLVED THAT in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI (LODR) Regulations, 2015’) (including any statutory modification(s) or re-enactment thereof, for the time being in force) and in accordance with the No Objection received from BSE Limited vide letter no. LIST/COMP/SJ/150/2026-27 dated 24 July 2026 and National Stock Exchange of India Limited vide letter no. NSE/LIST/COMP/HESTERBIO/594/2026- 2027 dated 24 July 2026, respectively, and subject to necessary approvals from such statutory authorities as may be necessary, the consent of the Members of the Company be and is hereby accorded for reclassification the following person forming part of Promoters (hereinafter referred to as the (“Outgoing Promoter Shareholders) from “Promoter” Shareholder to ”Public” Shareholder: Sr. Name of the Type Number of Shares % of Paid-up Shareholder held Capital 1 Mr. Ravin Gandhi Promoter 403,320 4.74 2 Ms. Bela Gandhi Promoter 400,635 4.71 “RESOLVED FURTHER THAT pursuant to provisions of Regulation 31A of SEBI (LODR) Regulations, 2015, the above named Outgoing Promoter Shareholders has confirmed that they are/ have : 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. and shall at all times from the date of such reclassification, continue to comply with conditions mentioned under sub regulation (4) of Regulation 31A of SEBI (LODR) Regulations, 2015, post reclassification from “Promoter” Shareholder to “Public” Shareholder; “ “RESOLVED FURTHER THAT the Company shall continue to comply with conditions mentioned under sub regulation (3)(c) of Regulation 31A of SEBI (LODR) Regulations, 2015, during and after reclassification from “Promoter” Shareholder to “Public” Shareholder process.” “RESOLVED FURTHER THAT Board of Directors and/or the Chief Financial Officer and/or the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient in this regard as per the applicable laws and make all necessary filings and to execute all such deeds, documents or writings as are necessary or expedient, to settle any questions, difficulties or doubt that may arise in this behalf and to represent before such authorities as may be required an [Showing first 8,000 characters — download PDF for full document]