Covidh Technologies Ltd

Financial Highlights

• Unaudited Q1 FY27 total revenue ₹12,195 lakh; revenue from operations ₹11,618 lakh; other income ₹577 lakh.
• Net loss after tax ₹33.52 lakh; basic/diluted EPS ₹-1.60 for Q1.
• FY26: total revenue ₹14,252 lakh; PAT ₹2,594 lakh; EPS basic ₹0.74; diluted ₹0.78.
• Board approved results on June 7, 2026; filing to exchanges on August 7, 2026.
• Single segment IT/ITES, no reportable segments per Ind AS-108.
• Paid-up equity share capital ₹840.90 lakh; reserves (excluding revaluation reserve) ₹-36.19 lakh.

Financial results approved

• Unaudited standalone results for quarter ended 30 June 2026 approved.

Audit report

• Independent Auditor's Limited Review Report on unaudited standalone results enclosed.

Auditor details

• Auditor: GMKS & Co Chartered Accountants.

Certificate details

• Compliance with Reg 74(5) confirmed for the period.
• Relates to physical share certificates received for dematerialisation of equity shares.

Purpose

• Re-opened postal ballot to amend Explanatory Statement to Item 7 of April 21 notice.

Resolutions

• Resolution 1 (Special): Corrects typographical error in Dhairyasheel Yadav share allotment.
• Resolution 2 (Special): Amend post-issue holding percentage and change in control disclosures.

Outcome

• Both resolutions approved by requisite majority via reopened e-voting; 100% of polled votes in favour.

Material impact

• Amendments are disclosures; no change to underlying preferential issue terms.

Notes

• Promoter group identified as interested party; no explicit abstention stated.

Issue purpose

• Acquire up to 100% of iSERA Biological Limited through share swap.
• Strengthen presence in pharmaceutical, biotechnology and life sciences.

Securities and size

• Issue 1,61,82,800 equity shares of face value Rs. 10 each.
• Aggregate consideration is Rs. 78,00,10,960, entirely non-cash.

Pricing and terms

• Issue price is Rs. 48.20 per share, including Rs. 38.20 premium.
• Consideration is discharged entirely by issuing iSERA Lifesciences shares.
• Swap ratio is 1:1 for iSERA Biological shares.

Allottees

• 196 proposed allottees: promoter, promoter group, and non-promoter investors.
• Promoter allottees include Shubhangi Dhanraj Garad, Sumeet Dhanraj Garad, and others.
• Non-promoter allottees include NAV Capital VCC, M7 Global Fund PCC, and others.

Shareholding impact

• Shubhangi Dhanraj Garad rises from 9.51% to 14.46%.
• Sumeet Dhanraj Garad rises from 1.19% to 5.25%.
• NAV Capital VCC rises from 0% to 4.07%.

Approvals and conditions

• Requires shareholder approval by special resolution through postal ballot.
• Requires BSE in-principle approval and other applicable regulatory approvals.
• Acquisition to complete within 15 days after approvals.

Capital and governance

• Authorised share capital increases from Rs. 11 crore to Rs. 25 crore.
• Memorandum and Articles will be replaced with new sets.
• Transaction is a related party transaction and was audit committee approved.

Target

• iSERA Biological Limited, Pune-based pharmaceutical, biotechnology and life sciences company.
• Incorporated July 13, 2016; manufactures and trades medicines, vaccines, stem cells, Ayurvedic products.
• Operates in India; registered office in Pune, Maharashtra.

Scale

• FY25 turnover was Rs. 1,835.97 lakhs.
• FY24 turnover was Rs. 952.68 lakhs; FY23 turnover was Rs. 741.22 lakhs.
• FY25 EBITDA was Rs. 767.50 lakhs.

Transaction

• Acquisition of up to 100% equity in iSERA Biological Limited.
• Transaction is a related party deal; promoters/group are directors or shareholders.
• Board approved a 1:1 share swap, entirely for non-cash consideration.
• Up to 1,61,82,800 shares to be acquired for Rs. 78,00,10,960.
• iSERA Biological will become a wholly owned subsidiary after completion.

Rationale

• Acquisition supports expansion in pharmaceuticals and life sciences.
• Target business complements the acquirer's existing profile and creates shareholder synergies.
• Board also approved preferential issue of equity shares for the share swap.

Approvals and timing

• Member approval is required through postal ballot or remote e-voting.
• BSE in-principle approval and other regulatory approvals may be required.
• Completion targeted within 15 days after member and BSE approvals.

Preferential issue

• Equity shares proposed by preferential allotment on a share-swap basis.
• Up to 1,61,82,800 equity shares of face value Rs. 10 each.
• Issue price fixed at Rs. 48.20 per share, including Rs. 38.20 premium.
• Consideration is entirely non-cash through share swap.
• Investors are existing shareholders of iSERA Biological Limited, including promoters and non-promoters.
• 196 investors are proposed allottees.

Acquisition and purpose

• Proceeds support acquisition of up to 100% of iSERA Biological Limited.
• Target company operates in pharmaceuticals, biotechnology, and life sciences.
• Acquisition consideration is Rs. 78,00,10,960, discharged through equity issuance.
• Swap ratio is 1:1, one iSERA Lifesciences share for one target share.
• Target company will become a wholly owned subsidiary after completion.
• Board stated the acquisition expands presence and creates shareholder synergies.

Approvals and governance

• Board approved the preferential issue, share swap agreement, and related-party transaction.
• Members' approval is sought through special resolution by postal ballot or remote e-voting.
• Authorised share capital will increase from Rs. 11 crore to Rs. 25 crore.
• BSE in-principle approval and other required regulatory approvals are pending.
• Audit Committee granted prior approval for the related-party transaction.