Parmax Pharma Ltd

Promoter reclassification under SEBI LODR

• Open Offer under SEBI LODR proposes promoter and promoter group reclassification post-completion.
• Acquirers and PACs collectively acquire 1,152,450 shares (30.80%).
• Share Purchase Agreement dated 08 June 2026 for acquisition of 30.80% stake.
• Post-completion, PAC 2 and PAC 9 to be Promoters; others to form Promoter Group.
• Erstwhile promoters reclassified to Public category under Reg 31A(5).
• Undertakings confirm compliance with Reg 31A(3)(b) and 31A(3)(c)(ii)&(iii).
• Conditions include not holding over 10% voting rights, no control, and no board representation.
• Also, no special rights, no KMP role, and not a wilful defaulter or fugitive.
• Listing entity to avoid trading suspension and no outstanding dues to Board, exchanges, or depositories.
• Intimation is informational; completion status remains contingent.

Post Offer Advertisement details

• Post Offer Advertisement published for open offer to acquire up to 23,46,250 equity shares.
• Acquirers: Dhiren Shah and Sunil Shah, with PACs.
• Open Offer represents 26% of expanded voting share capital.
• Post Offer Advertisement dated 22 Aug 2026; published 24 Aug 2026.
• Newspaper publications: Financial Express English all editions; Jansatta Hindi all editions.
• Gujarati edition: Financial Express Ahmedabad; Marathi edition: Mumbai Lakshdeep.
• Manager to Open Offer: Fedex Securities Private Limited; website dissemination.

In-principle approval for preferential issue

• BSE granted in-principle approval under Regulation 28(1) for a preferential issue to allottees.
• Equity shares: 31,37,586 shares at floor price Rs 36.50.
• Warrants: 21,45,145 warrants convertible into equal equity shares at Rs 36.50.
• In-principle subject to compliance with applicable SEBI regulations; EGM notice referenced.
• Follow-up to June 8, 2026 intimation for the proposed issue.

Transaction summary

• Target Company: Parmax Pharma Ltd.
• Disclosing Party: Promoter sellers Alkesh Gopani, Vipul Gopani, Pravina Gopani (Promoter group).
• Transaction Type: Disposal of 11,52,450 equity shares.
• Pre-Transaction Holding: 11,52,450 shares (30.81% voting rights).
• Transaction Details: Off-market sale of 11,52,450 shares (30.81%) under SPA dated 08 June 2026.
• Post-Transaction Holding: 0 shares (0%).
• Date of Transaction: 13 August 2026.
• Share Capital Context: Before and after: 37,41,300 shares; diluted capital: 37,41,300.

Transaction under Reg 29(2) – Parmax Pharma

• Target Company: Parmax Pharma Limited.
• Disclosing Parties: Acquirers Dhiren Chandulal Shah and Sunil Chinubhai Shah; PACs; none promoter group.
• Transaction Type: Acquisition of 11,52,450 equity shares; off-market; under SPA dated June 8, 2026.
• Pre-Transaction Holding: 10,17,714 shares (27.20%), no encumbrances.
• Transaction Details: 11,52,450 shares acquired; 30.81% of total share/voting capital; off-market.
• Post-Transaction Holding: 21,70,164 shares (58.01%).
• Date of Transaction: August 13, 2026.
• Equity share capital before: 37,41,300 shares.
• Equity share capital after: 37,41,300 shares; unchanged.
• Total diluted share capital after: 37,41,300.

Financials

• Revenue from operations: ₹82.21 million in Q1 FY27 (₹82,209.52 thousand).
• Total income: ₹103.00 million in Q1 FY27.
• Net profit after tax: ₹21.99 million in Q1 FY27.
• Basic EPS: ₹5.88; Diluted EPS: ₹0.00.
• Depreciation on effluent treatment plant not charged in the quarter.
• Insurance settlement: ₹2.07 crore recognized as exceptional item under other income.
• Single pharmaceutical segment; standalone results disclosed.
• Unaudited standalone results approved; Limited Review by auditors.
• Salma Thobhani resigned as Non-Executive Director effective 14 Aug 2026.
• Dhiren Chandulal Shah appointed Additional Director & Chairman from 14 Aug 2026.
• Sunil Shah appointed Additional Director from 14 Aug 2026.
• Recommend Anjana Paresh Shah as Non-Executive Independent Director for 5 years from AGM.
• Recommend Ashish Atmaram Shah as Non-Executive Independent Director for 5 years from AGM.

Board changes

• Dhiren Chandulal Shah appointed Additional Director and Chairman from 14 Aug 2026 (till ensuing AGM).
• Sunil Shah appointed Additional Director from 14 Aug 2026 (till ensuing AGM).
• Anjana Paresh Shah recommended as Non-Executive Independent Director for 5 years from AGM.
• Ashish Atmaram Shah recommended as Non-Executive Independent Director for 5 years from AGM.
• Salma Thobhani resigned as Non-Executive Director effective 14 Aug 2026.
• Directors confirmed not debarred from SEBI orders or equivalent authority.

Board timing

• Board meeting held on 14 Aug 2026 from 4:30 PM to 6:30 PM.

Shareholding / Insider Disclosure

• Acquirers and PACs acquired 11,52,450 Parmax Pharma shares on 13 Aug 2026 under SPA dated 08 Jun 2026.
• Post-acquisition combined holding by acquirers and PACs: 21,70,164 shares, 58.01%.
• Acquirer 1 post-acquisition stake: 12.49%.
• Acquirer 2 post-acquisition stake: 1.90%.
• PAC 1 post-acquisition stake: 2.50%.
• PAC 2 post-acquisition stake: 4.50%.
• PAC 3 post-acquisition stake: 0.50%.
• PAC 4 post-acquisition stake: 3.33%.
• PAC 6 post-acquisition stake: 3.33%.
• PAC 7 post-acquisition stake: 3.33%.
• Total pre-acquisition holding: 10,17,714 shares (27.20%).
• Sellers include Alkesh Mahasukhlal Gopani and Pravina Mahasukh Gopani.
• Purchase price per share: Rs 35.00.
• Payments made; shares yet to be credited to demat accounts.

Meeting Details

• Date: August 14, 2026; time and venue not disclosed.

Key Agenda Items

• Approve unaudited standalone financial results for quarter ended June 30, 2026.

Other Notes

• Trading window closed up to 48 hours after standalone and consolidated results announcement.

Open Offer Overview

• Acquirers: Dhiren Chandulal Shah and Sunil Chinubhai Shah, with PACs.
• Target: Parmax Pharma Limited.
• Purpose: Open offer for substantial acquisition and change of control.

Offer Details

• Shares to be acquired: up to 2,346,250 shares representing 26.00%.
• Type: Open Offer.

Transaction Background

• IDC's independent directors recommended to public shareholders.
• IDC recommendation published July 27, 2026.

Timeline and Process

• IDC meeting date: July 25, 2026.
• IDC publication: July 27, 2026.

Recommendations

• Independent directors' recommendations disclosed.

Regulatory/Other Information

• Regulatory framework: SEBI SAST open offer provisions apply.