BSEAGM/EGM1d ago · 21 Jul 2026, 03:42 pm
Outcome of 39th Annual General Meeting, Voting Results and Scrutinizer Report of the Company
Hester Biosciences Ltd · 524669
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Hester Biosciences Ltd held its 39th Annual General Meeting (AGM) on July 21, 2026, via video conferencing, where all resolutions were passed with the required majority. The meeting was attended by 59 members, representing 56.38% of the total paid-up equity share capital. The scrutinizer's report and voting results are attached.
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Hester Biosciences Ltd - 524669 - Shareholder Meeting / Postal Ballot-Outcome of AGM
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21 July 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: Outcome of 39th Annual General Meeting, Voting Results and Scrutiniser Report
This is in reference to our letter dated 18 June 2026 and 8 July 2026, the 39th Annual General Meeting
(AGM) was held on Tuesday, 21 July 2026 through Video Conferencing (“VC”) / Other Audio Visual
Means (“OAVM”), commenced at 10:32 a.m. and concluded at 11:08 a.m., in accordance with the
circular(s) issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India
and the businesses transacted at the Annual General Meeting mentioned in the Notice dated 15 May
2026.
All the resolutions placed before the members for their approval have been passed with the requisite
majority via electronic voting as per the scrutiniser’s report dated 21 July 2026.
We attach herewith:
1. Proceedings of the 39th Annual General Meeting of the Company
2. Voting results of 39th Annual General Meeting of the Company
3. Scrutiniser’s Report on of 39th Annual General Meeting held on 21 July 2026
Please make a note of this on your record.
Sincerely,
For Hester Biosciences Limited
Vinod Mali
Company Secretary & Compliance Officer
ACS 50908
Enclosure: As above
PROCEEDINGS OF 39TH ANNUAL GENERAL MEETING HELD ON TUESDAY, 21 JULY 2026 VIA
VIDEO CONFERENCING (“VC”) / OTHER AUDIO VISUAL MEANS (“OAVM”), WHICH
COMMENCED AT 10:32 A.M. (IST) AND CONCLUDED AT 11:08 A.M. (IST)
Following Directors / Key Managerial Personnels / Auditors of the Company attended the
AGM through VC / OAVM:
1. Dr. Bhupendra Gandhi Chairman
2. Mr. Rajiv Gandhi CEO & Managing Director
3. Ms. Priya Gandhi Executive Director
4. Mr. Sanjiv Gandhi Director
5. Mr. Ashok Bhadakal Independent Director and Chairman of Audit Committee &
Nomination and Remuneration Committee)
6. Ms. Sandhya Patel Independent Director and Chairperson of Stakeholder's
Grievances and Relationship Committee)
7. Mr. Anil Jain Independent Director
8. Mr. Jatin Trivedi Independent Director
9. Mr. Ashis Desai Chief Financial Officer
10. Mr. Vinod Mali Company Secretary
11. Mr. Irshad Mansuri Partner - Chandulal M Shah & Co., Statutory Auditor
12. Mr. Tapan Shah Partner - Shah & Shah Associates, Secretarial Auditor
The 39th Annual General Meeting of the Members of the Company was held on Tuesday, 21 July 2026
at 10:32 a.m. (IST) via Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).
Members Attendance
Representations and attendances under the Companies Act, 2013, ("the Act") for a total of 4,796,189
shares aggregating to 56.38% of the total paid-up equity share capital were received.
59 members attended the meeting via Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).
Dr. Bhupendra Gandhi, Chairman of the Company took the Chair and welcomed all the Directors, KMPs,
Members and other invitees present at the 39th Annual General Meeting.
The Chairman after ascertaining the quorum and declare that the required quorum is present at this
meeting. Therefore, he called the meeting to order. He further informed the members that the
documents which are statutorily required to be kept open were available electronically for inspection
by the members during the AGM.
The Chairman requested the Company Secretary to take forward the proceedings of Annual General
Meeting further.
Mr. Vinod Mali, Company Secretary of the Company, introduced all the Directors and KMPs present at
the meeting via Video Conferencing/Other Audio-Visual Means. Furthermore, he has been informed
that Mr. Ameet Desai, Independent Director of the Company, is unable to attend the meeting.
He acknowledged the presence of Mr. Irshard Mansuri, Partner representing Chandulal M Shah & Co.,
Chartered Accountants, Statutory Auditors and Mr. Tapan Shah, Partner representing Shah & Shah
Associates, Secretarial Auditors and Scrutiniser of the Annual General.
Before taking up the agenda items, he has brought a few important points to the attention of the
members.
Further, with the permission of the members, on behalf of the chairman, the Company Secretary
declared that the Notice convening the 39th Annual General Meeting and the Annual Report of the
Company for the financial year ended 31 March 2026, were taken as read as the same were already
circulated to the members. The Statutory Auditor’s and Secretarial Auditor’s report contain no
qualifications/adverse remarks.
After that, Mr. Rajiv Gandhi, CEO & Managing Director of the Company, greeted and addressed the
members at the meeting. He briefed the members about the overall developments and handed over to
Ms. Priya Gandhi, Executive Director of the Company, to address the Members on business
performance, financial highlights of the Company including the subsidiaries and other major
developments during the financial year ended 31 March 2026.
On conclusion of the addresses, Mr. Vinod Mali, Company Secretary, on behalf of the Chairman,
informed the members the following:
a) The remote e-voting period, which had commenced on Saturday, 18 July 2026 at 9:00 a.m. (IST)
and ended on Monday, 20 July 2026 at 5:00 p.m. (IST);
b) The Company has provided a facility for the members to cast their votes electronically during the
AGM on all resolutions set forth in the Notice convening the 39th Annual General Meeting of the
Company.
c) Members who had not cast their votes through the remote e-voting platform were provided with
an opportunity to cast their votes, electronically during the AGM.
d) Pursuant to Section 109 of the Companies Act, 2013, the Company has appointed Mr. Tapan Shah,
Practicing Company Secretary, as scrutinizer to conduct the process in affair and transparent
manner.
Thereafter, the following resolutions, as set out in the notice convening the AGM, were carried out at
the meeting by the members:
Ordinary Business
1. To receive, consider and adopt the audited standalone financial statements of the Company for
the financial year ended on 31 March 2026 and the reports of the Board of Directors and Auditors
thereon - Ordinary Resolution
2. To receive, consider and adopt the audited consolidated financial statements of the Company for
the financial year ended on 31 March 2026 and the reports of the Auditors thereon - Ordinary
Resolution
3. To declare a dividend on equity shares for the financial year ended 31 March 2026 - Ordinary
Resolution
4. To re-appoint Mr. Sanjiv Gandhi (DIN: 00024548), who retires by rotation as a Director - Ordinary
Resolution
Special Business
5. To ratify the remuneration of Cost Auditors for the financial year ending 31 March 2027 - Ordinary
Resolution
6. Re-appointment of Ms. Priya Gandhi as Executive Director of the Company – Special Resolution
The Company Secretary informed the members that the result will be declared upon receipt of
consolidated scrutiniser's report within statutory time period. He further informed that the results shall
also be uploaded on the Company's website www.hester.in together with the consolidated report of the
Scrutinizer and shall be available at the Registered Office of the Company.
The members who have registered as a speaker at this meeting had asked various questions and the
management has responded on the questions/ queries to their satisfaction.
With the permission of the Chairman, Company Secretary has announced formal closure of the 39th
Annual General Meeting of the Company.
The 39th Annual General Meeting commenced at 10:32 a.m. (IST) and concluded at 11:08 a.m. (IST).
Sincerely,
For Hester Biosciences Limited
Vinod Mali
Company Secretary & Compliance Officer
ACS 50908
DECLARATION OF CONSOLIDATED RESULTS OF REMOTE E-VOTING AND E-VOTING
DURING THE 39TH ANNUAL GENERAL MEETING OF HESTER BIOSCIENCES LIMITED
Pursuant to the provisions of section 108 and 109 of the Companies Act, 2013 (“the Act”) read
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