Aarey Drugs & Pharmaceuticals Ltd has disclosed the voting results and scrutinizer's report for its 36th Annual General Meeting (AGM), held on September 30, 2026. All three proposed resolutions were passed by shareholders.

The meeting, conducted through video conferencing, addressed the adoption of financial statements, director re-appointment, and related party transactions. The disclosures were filed pursuant to Regulation 44(3) of the SEBI (LODR) Regulations, 2015, and Section 108 of the Companies Act, 2013.

Voting outcomes on key resolutions

The first resolution sought to receive, consider, and adopt the audited financial statements for the year ended March 31, 2026, along with the balance sheet and reports of directors and auditors. This ordinary resolution received 9,640,253 votes in favour against just 6 votes against, resulting in a 99.9999% approval rate.

The second resolution involved the re-appointment of Mrs. Bina Ghatalia as a director retiring by rotation. Similar to the first item, this resolution secured 9,640,253 votes in favour and 6 votes against, achieving a 99.9999% approval margin.

The third resolution pertained to the approval of related party transactions. Due to regulatory requirements, votes cast by promoters and promoter groups were treated as invalid. Among eligible public shareholders, 957,810 votes were recorded in favour versus 6 against, yielding a 99.9994% approval rate.

Participation and procedural details

The e-voting facility was provided by MUFG Intime India Private Limited. Remote e-voting commenced on September 27, 2026, at 9:00 am and concluded on September 29, 2026, at 5:00 pm. Shareholders holding shares as of the cut-off date, September 23, 2026, were entitled to vote.

Virendra G. Bhatt, Practicing Company Secretary, served as the scrutinizer for the e-voting process. His report confirmed that the voting was conducted in a fair and transparent manner.

What the numbers show

The voting data highlights a significant divergence in participation between general corporate matters and related party approvals. For the first two resolutions, total valid votes stood at 9,640,259, representing approximately 33.88% of the company's outstanding shares. However, for the third resolution concerning related party transactions, valid votes dropped sharply to 957,816. This decline is directly attributable to the exclusion of 8,682,443 votes from promoters and promoter groups, who are barred from voting on such matters under Section 188 of the Companies Act, 2013. Despite this massive reduction in the voting base, public shareholders maintained a near-unanimous stance, indicating strong minority support or lack of dissent among non-promoter holders.

Aarey Drugs & Pharmaceuticals Ltd disclosed that its promoter group holding increased to 41.45% of total voting capital following the conversion of convertible warrants into equity shares on September 30, 2026. The aggregate allotment comprised 2,370,000 equity shares, raising the total promoter shareholding to 13,212,443 shares.

The transaction was executed under Regulation 29(2) read with Regulation 29(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Prior to this specific allotment, the promoter group held 10,692,442 shares (37.71%). The company's equity share capital rose from 28,354,303 to 30,724,303 shares post-allotment, with a diluted capital of 33,354,303 shares.

Individual promoter holdings update

Key individual promoters converted warrants into equity, significantly altering their percentage stakes. Nimit Rajesh Ghatalia converted warrants to increase his holding to 1,650,000 shares (5.18%), while Bina Rajesh Ghatalia’s stake rose to 4,503,584 shares (14.13%).

The table below details the changes for each promoter entity involved in the aggregate conversion:

Note: The table reflects the aggregate conversion data. Nimit Rajesh Ghatalia's holding increased from 1,500,000 to 1,650,000 shares via a specific tranche of 150,000 warrants disclosed separately.

Consolidated promoter group stake

Following the allotment, the total shareholding of the promoter and promoter group entities increased to 13,212,443 shares, representing 41.45% of the total voting capital. This is an increase from the pre-conversion holding of 10,692,442 shares (37.71%).

What the numbers show

The aggregate value of the allotted shares stands at ₹1,20,58,250. A notable divergence appears in the percentage shareholding figures: while absolute holdings increased for all entities, the dilution effect from the total outstanding share capital impacted percentage metrics differently. For instance, Mihir Rajesh Ghatalia’s stake dipped slightly from 10.00% to 9.98%, whereas Mira Mihir Ghatalia’s holding rose from 2.43% to 2.95%.

Additionally, Ekta Nimit Ghatalia and the HUF entity moved from holding only warrants to holding equity shares, diversifying their asset nature within the company. The consolidated promoter stake crossing the 40% threshold reinforces control stability despite the dilution of individual percentage holdings due to the new issuance.