Heranba Industries Ltd

Target overview

• Target: Mikusu India Private Limited, wholly owned subsidiary; Agro chemicals trading in India.
• Incorporated 09-Apr-2022; paid-up capital ₹5 lakh; turnover ₹182.68 crore (FY26).
• Industry: Agro-chemical products trading.

Transaction terms

• Related party transaction; exemption as subsidiary; promoter group disclosed; arm's length and ordinary course.
• Form of consideration: cash ₹25 crore.
• Cost of acquisition: approved up to ₹25 crore.
• Percentage ownership: no change; HIL remains 100% owner.
• Regulatory approvals: Not Applicable.
• Timeline: completion timeline to be shared from time to time.

Strategic rationale

• Purpose: support Mikusu's operations and growth; outside main business line.
• No change in control of Heranba; strengthens subsidiary operations.

Background of Mikusu

• Products/services: agro chemicals.
• Incorporation: 09-Apr-2022.
• Turnover history: FY26 ₹182.68cr; FY25 ₹152.40cr; FY24 ₹92.91cr.

Appointment of Senior Management Personnel

• Appointment/Designation: Mr. Punit H. Vyas designated as Senior Management Personnel, effective August 22, 2026.
• Former role: Quality Control - Head.
• Reason: Designated as Senior Managerial Personnel.
• Profile: MSc Applied Chemistry; 25+ years in QA/QC, regulatory compliance, and audits.
• Effective date and term: 22 August 2026; term not specified.
• Impact: Strengthens quality systems and regulatory framework.
• Relationships: Not Applicable.

Financial results approved

• Un-audited standalone and consolidated results for quarter ended June 30, 2026 approved with Limited Review.

Investment in Mikusu India Private Limited

• Board approved investment up to Rs 25 crore in Mikusu via rights issue, ordinary course and arm's length.

Senior managerial appointment

• Punit H. Vyas designated as Senior Management Personnel effective August 22, 2026.

Auditor status on results

• Standalone and consolidated results reviewed by auditors; unmodified report issued.

Rescheduled meeting

• Board meeting rescheduled to 22 August 2026.
• Agenda: approve unaudited results and Limited Review Report for quarter ended 30 June 2026; other business.
• Trading window closed from 01 July 2026 and reopens 48 hours after results declaration.

Board meeting reschedule

• Board meeting for unaudited results has been postponed.
• New date to consider and approve results will be intimated subsequently.
• Reason: ERP transition requires additional validation and reconciliation.
• Key validation items include opening balances, migrated transactions, inventory, assets, GST, intercompany balances.
• Trading window is currently closed and will reopen after results are declared.
• Management is prioritising completion of closing and validation for reliable financials.
• Intimation to stock exchanges will occur when a new date is fixed.

Senior Management Change

• Resignation of Dr. Sunil Kumar from Vice President - R&D, effective close of business hours July 31, 2026.
• Cessation as Senior Management Personnel of the company with effect from July 31, 2026.
• Reason: to explore opportunities outside the Heranba Group.
• Brief profile not applicable for resignation.

Dematerialisation/rematerialisation status

• RTA Bigshare confirms Reg 74(5) not applicable; all shares are in demat form.
• No dematerialisation/rematerialisation requests were received for the quarter ended 30 June 2026.

Target entity

• Heranba Organics Private Limited is a wholly owned subsidiary engaged in agro chemicals in India.
• Authorized share capital is ₹15 lakh; paid-up share capital is ₹10 lakh.
• FY2024-25 turnover was ₹220.58 crore; FY2023-24 was ₹0.27 crore.

Transaction

• Heranba Industries converted unsecured ICDs into 45 crore OFCDs of HOPL.
• OFCDs were allotted at par, with face value ₹10 each.
• Acquisition cost was ₹450 crore.

Governance

• The transaction is a related party transaction because HOPL is a wholly owned subsidiary.
• Common directors exist between Heranba Industries and HOPL.
• Promoter group has no other stated interest; transaction is at arm's length.

Rationale and completion

• The conversion is part of internal debt restructuring and involves no fresh cash outflow.
• Heranba Industries retains 100% equity shareholding and control in HOPL.
• Completion was one-time upon allotment of the OFCDs.
• No governmental or regulatory approvals were required.