Transchem Ltd

Transaction overview

• Transchem Limited acquired 100% equity of Greshma Shares and Stocks Limited via SPA.
• Acquisition completed on August 17, 2026; GSSL becomes a wholly-owned subsidiary.
• Shareholding acquired: 1,55,16,000 equity shares representing 100%.
• Consideration: INR 16.70 per share, totaling INR 25.91 crore, paid in cash.
• GSSL becomes subsidiary of Transchem.

Target background

• Greshma Shares and Stocks Limited is a public company incorporated on 12 August 2009 in Maharashtra.
• Core activities: stock broking, capital markets, and financial services; NSE/BSE CM and CDSL DP.
• Turnover INR 5.98 crore and net worth INR 21.32 crore as of 31 Mar 2026.
• Presence in India with NSE/BSE trading and DP services.

Strategic rationale

• Acquisition enables Transchem to enter financial services via GSSL platform.
• Aims to broaden revenue base and enable future synergies.

Regulatory & timing

• Pre-SPA approvals for change in control obtained from NSE, BSE, ICCL, CDSL, and SEBI.
• Acquisition completion date: August 17, 2026.
• Form of consideration: cash.
• Price and share count: INR 16.70 per share for 1,55,16,000 shares.

Related party status

• Promoter group of Transchem has no interest in GSSL; transaction not related party.

Issue overview

• Type: Preferential Issue; fully convertible equity share warrants.
• Total size and proceeds: no revision or undersubscription noted.
• Main objectives: strategic acquisition, technology development, regulatory capital, MTF deployment, GCP.

Utilisation of proceeds

• Utilisation as disclosed: Yes; no changes observed in means of finance.
• No utilisation in the reporting period; funds pending phased deployment.
• Unutilised: 115.31 Cr; bank 75.31 Cr, liquid funds 15 Cr, fixed deposits 25 Cr.
• Progress: none utilised; phased utilisation proposed in line with objects.
• Approvals: Government approvals not required; no shareholder approvals noted.
• GCP: 115 Cr allocated; utilisation pending; plan aligned with objects.

Governance and compliance

• Statutory approvals not required for the objects.
• No material events affecting viability reported.
• No governance changes noted; deviation from objects: none observed.
• Means of finance unchanged.
• No regulatory or legal issues impacting objectives.

General Corporate Purpose (GCP)

• GCP: 115 Cr allocated; utilisation pending; plan aligned with objects.

Purpose and approval

• Board approved amendment to Transchem's Code of Conduct for Prevention of Insider Trading.
• Approval occurred at the August 10, 2026 board meeting.
• Amendment aligns with SEBI PIT Regulations, 2015, as amended.
• Version 3.0 dated August 10, 2026; Annexure A attached.

Key contents and impact

• Code governs connected persons and designated persons per SEBI PIT definitions.
• Covers trading restrictions, UPSI handling, pre-clearance, and reporting requirements.
• Annexures I–V outline pre-clearance, disclosures, confidentiality.
• Compliance Officer role retained; annual and quarterly reporting to the Audit Committee.

Financial highlights

• Unaudited Q1 FY27: total income 511.36 L; revenue from operations nil.
• Other income 511.36 L; total income 511.36 L.
• Net profit after tax 342.11 L; YoY growth from 99.33 L.
• Basic EPS 2.79; diluted EPS 0.57.
• Profit before tax 435.21 L; tax expense 93.10 L.
• Current tax 81.87 L; deferred tax 11.23 L.
• Total expenses 76.15 L; major items: employee benefits 26.86, depreciation 5.20, other expenses 43.25, finance cost 0.84.
• No reportable segments; single operation.
• Warrants issued: 61.5 million; upfront receipt 115.31 L.
• Warrants exercisable; diluted EPS includes warrants impact.
• Limited Review by Mathur & Co; no material misstatement observed.
• Trading window reopens 48 hours after results.
• Board meeting held Aug 10, 2026; 3:30–4:45 PM.
• No segment reporting under Ind AS 108.

Insider trading & governance

• Amendment to Code of Conduct for Prevention of Insider Trading approved.
• Trading window restrictions and disclosure requirements outlined under SEBI PIT Regulations.

Dematerialisation/Rematerialisation status

• No dematerialisation/rematerialisation requests were received during the period.
• Securities dematerialised were listed on the exchanges where earlier securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository registered owner substituted within prescribed timelines.