PURCHASE OF MANUFACTURING UNIT FROM KAYGEE LABORATORIES PVT LTD

THRU ONLINE FILING August 4, 2026 BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Scrip Code - 524218 Sub: Outcome of Board Meeting Dear Sir/Madam, Pursuant to Regulation 30 and 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company at their meeting held today at Mumbai have approved the following. A. Unaudited Financial Results for the 1st Quarter ended June 30, 2026 along with Limited Review Report by the Auditors on the Unaudited Financial Results; and B. Purchase of manufacturing facility situated at Plot No. 6, New Industrial Area- II, Mandideep, Dist Raisen- 462046, Madhya Pradesh along with leasehold land, buildings, plant & machineries, licenses, permits, along with employees, etc. from Kaygee Laboratories Private Limited (“KLPL”) a related party, for a consideration of Rs. 29.98 crores on slump sale basis, subject to the approval of the shareholders [Brief description of this manufacturing unit provided in the Annexure]. Kindly note that the Board meeting commenced at 11:00 a.m. and concluded at 12.05 p.m. Thanking you, Yours faithfully For Resonance Specialties Limited Vaibhavi Shah Company Secretary ACS:72229 Encl.: a/a Annexure The summary of the proposed transaction for the purchase of the manufacturing unit being and situated at Mandideep (Madhya Pradesh) from Kaygee Laboratories Pvt. Ltd., a related party is tabulated below : 1. Manufacturing unit /facility proposed to Purchase of manufacturing unit being and be purchased situated at Plot No. 6, New Industrial Area - II, Mandideep, Dist. Raisen - 462046, Madhya Pradesh consisting of leasehold land admeasuring about 22,304 sq. mtrs. together with industrial buildings of about 5,227 sq. mtrs. standing thereon together with plant & machineries, licenses, permits, permissions and employees employed at the said manufacturing unit, etc. on a slump sale basis, subject to the approval of the shareholders. 2. Date on which the agreement for The agreement will be entered into in due purchase has been entered into course of time subject to necessary consent. 3. The expected date of completion of On or before 30th November, 2026 or purchase such other date as may be mutually agreed subject to the necessary consents for the transfer of the leasehold rights on the land on which this manufacturing unit is situated. 4. Consideration payable for such Rs. 29.98 crores. purchase 5. Brief details of sellers and whether The seller is M/s. Kaygee Laboratories the seller belong to the promoter/ Private Limited, a promoter group promoter group/ group companies. company. If yes, details thereof; Kaygee Laboratories Private Limited holds 14.35% of the equity share capital of Makers Laboratories Limited, which, in turn, holds 45.48% of the equity share capital of the Company. Kaygee Investments Private Limited, another company, belonging to the same promoter group also holds 8.77% of the equity share capital of the Company. 6. Whether the transaction would fall within Yes. This transaction will fall within the related party transactions? If yes, purview of related party transactions and whether the same is done at “arm’s is done at an arm’s length basis based length” on valuation certificate issued by an Independent Registered valuer. 7. Whether the purchase of the The proposed purchase of the undertaking is outside Scheme of undertaking is outside the scheme of Arrangement? If yes, details of the same arrangement. including compliance with regulation 37A of LODR Regulations 8. Area of business of the entity(ies) The Company is engaged in the development, manufacturing, marketing and distribution of specialty chemicals / APIs. M/s. Kaygee Laboratories Private Ltd. is engaged in the business of development, manufacturing of chemical intermediates and APIs. 9. Rationale for purchase of undertaking The manufacturing unit proposed to be acquired was originally set-up in the year 1990 by M/s. Vista Organics Private Limited, a company incorporated by the erstwhile promoters of the Company. Since this manufacturing unit was set-up, it was manufacturing and supplying on an exclusive basis chemical intermediates as well as certain APIs manufactured at the said manufacturing unit to the Company on a job work basis. The products so manufactured were such products for which the Company was not having capability, manufacturing facility or technology to manufacture such products. The manufacturing unit proposed to be acquired is recently inspected and approved by WHO, Geneva. This manufacturing unit manufactures Company’s required Chemical Intermediates and APIs under conversion agreement. Raw materials are provided by the Company and the Unit manufactures finished goods and then it is supplied to Company primarily to manufacture Company’s end products. Accordingly, it would be beneficial for the Company to acquire and own this manufacturing facility, thereby securing uninterrupted production facility, enhancing operational control and efficiency and eliminating the additional costs associated with outsourcing of the manufacturing activities for chemical intermediates as well as APIs required by the Company. The proposed transaction is neither prejudicial to the interests of the public shareholders non discriminatory in nature and is in the best interest of the Company. 10. In case of cash consideration – amount Cash consideration of Rs. 29.98 crores. or otherwise share exchange ratio 11. Brief details of change in shareholding There will not be any change in the pattern (if any) of listed entity shareholding pattern of the Company due to this sale of manufacturing facility. KAILASH CHAND JAIN & CO. (Regd.) Phone : 022-22009131 022-22005373 CHARTERED ACCOUNTANTS 022-22065373 ED ENA, 1st Floor, 97, Maharshi Karve Road, Near Income Tax Office, Mumbai - 400 020. e-mail : mail@kcjainco.com Independent Auditor's Review Report On the Quarterly unaudited financial results of Resonance Specialties Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended The Boa rd of Directors Resonance Specialties Limited I. We have reviewed the accompanying statement of Unaudited Financial Results of Resonance Specialties Limited (the 'Company') for the quarter ended June 30, 2026 attached herewith being submitted by the Company pursuant to requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. 2. The preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS-34) "Interim Financial Reporting" prescribed under section 133 of Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India read with the Circular is the responsibility of the Company's management and has been approved by the Board of Directors of the Company. Our responsibility is to express a conclusion on the statement based on our review. 3. We conducted our review of the Statement in Accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquire of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion. 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepar [Showing first 8,000 characters — download PDF for full document]