Anthem Biosciences Board Approves New Statutory Auditors and Upside Sharing Deal
Anthem Biosciences Board of Directors approved the appointment of M/s. S.R. Batliboi & Associates LLP as new statutory auditors for a five-year term from FY2026-27 to FY2031-32, replacing the current auditors K.P. Rao & Co. Additionally, the Board approved an upside sharing arrangement under SEBI LODR Regulation 26(6) involving INR 1,276.83 million payment to promoters following Viridity Tone LLP's divestment of 20,313,795 equity shares worth INR 13,170 million on March 09, 2026.
*this image is generated using AI for illustrative purposes only.
Anthem Biosciences Limited's Board of Directors convened on April 22, 2026, from 2:30 PM to 3:32 PM IST, approving two significant corporate matters requiring regulatory disclosure under SEBI guidelines. The company formally notified BSE and NSE about the appointment of new statutory auditors and approval of an upside sharing arrangement involving substantial financial implications.
Statutory Auditor Transition
The Board approved the appointment of new statutory auditors following the Audit Committee's recommendation. The current auditors, K.P. Rao & Co., Chartered Accountants, will complete their tenure at the conclusion of the twentieth Annual General Meeting scheduled for financial year 2026-2027.
| Parameter: | Details |
|---|---|
| Outgoing Auditors: | K.P. Rao & Co., Chartered Accountants |
| Incoming Auditors: | S.R. Batliboi & Associates LLP |
| Firm Registration Number: | 101049W/E300004 |
| Appointment Term: | 5 consecutive years |
| Term Period: | 2026-2027 AGM to 2031-2032 AGM |
The incoming audit firm, established in 1949 with its registered office in Kolkata, operates across key Indian cities and maintains a network of affiliated firms providing audit and assurance services to diverse market segments including Industrial, Infrastructure, Consumer Products, Financial Services, Technology, Media and Entertainment, Telecommunications and Professional Services.
Upside Sharing Arrangement Approval
The Board approved an existing upside sharing arrangement under Regulation 26(6) of SEBI LODR, recommending it for public shareholder approval through an ordinary resolution. This arrangement stems from the Shareholders' Agreement dated March 01, 2021, as amended by the Waiver-cum-Amendment Agreement dated December 30, 2024.
| Threshold Criteria: | Details |
|---|---|
| Minimum Return Threshold: | Higher of 25% or 2x original investment |
| Beneficiary Promoters: | Ajay Bhardwaj, Ganesh Sambasivam, K Ravindra Chandrappa |
| Payment Method: | Cash and/or agreed manner (not share transfer) |
| Related Party Voting: | Related parties abstaining from voting |
The arrangement involves sharing returns from Viridity Tone LLP's post-listing equity share divestment when the investor's returns exceed specific thresholds. The upside sharing mechanism activates when returns surpass the higher of 25% of the invested amount or 2 times the original investment.
Recent Transaction Impact
The upside sharing arrangement became operational following Viridity Tone LLP's significant divestment on March 09, 2026. The transaction involved the sale of equity shares, generating substantial proceeds and triggering the upside sharing mechanism.
| Transaction Details: | Amount |
|---|---|
| Shares Divested: | 20,313,795 equity shares |
| Net Realization: | INR 13,170 million |
| Upside Payment to Promoters: | INR 1,276.83 million |
| Transaction Date: | March 09, 2026 |
Regulatory Compliance and Documentation
Both matters align with SEBI's listing obligations and disclosure requirements. The company has ensured comprehensive documentation with the Shareholders' Agreement and Waiver-cum-Amendment Agreement available on the company's investor website. The salient terms were previously disclosed in the July 16, 2025 prospectus under "History and Certain Corporate Matters."
Appropriate disclosures regarding the upside sharing arrangement will be included in the notice for the twentieth Annual General Meeting. The company secretary Divya Prasad signed the regulatory filing, confirming compliance with all applicable regulations and maintaining transparency with stakeholders and regulatory authorities.
How might the substantial INR 1,276.83 million upside payment to promoters affect Anthem Biosciences' cash flow and future investment capabilities?
What strategic changes could S.R. Batliboi & Associates LLP bring during their 5-year audit tenure that might differ from K.P. Rao & Co.'s approach?
Will Viridity Tone LLP's significant divestment of over 20 million shares impact Anthem Biosciences' ownership structure and corporate governance dynamics?
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