Bal Pharma Limited has reconstituted its Nomination and Remuneration Committee (NRC) and Stakeholders' Relationship Committee (SRC), effective October 1, 2026. The changes follow shareholder approval at the 39th Annual General Meeting for the change in designation of two key directors.

Mr. Ravindra Kumar Kothari ceased to be a member of both the NRC and SRC. Conversely, Mr. Virupakshaya Himesh was inducted as a member of both committees. These adjustments align with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following the transition of Mr. Kothari to Whole-Time Director and Mr. Himesh to Non-Executive Director.

Board composition changes

The committee changes stem from resolutions passed at the AGM held on September 24, 2026. Shareholders approved the change in designation of Mr. Ravindra Kumar Kothari from Non-Executive Director to Whole-Time Director, designated as Executive Director. Simultaneously, Mr. Virupakshaya Himesh transitioned from Whole-Time Director to Non-Executive Director. Both changes are effective from October 1, 2026.

The Nomination and Remuneration Committee recommended these changes on August 12, 2026, subject to shareholder approval. The Board of Directors also approved the same on August 12, 2026. Voting results were submitted to stock exchanges on September 25, 2026.

Governance and compliance

The company confirmed that voting results and the scrutinizer’s report were submitted to stock exchanges within two working days. No shareholder questions were raised during the open forum, despite four registered speakers. The meeting adhered to SEBI Listing Regulations and Companies Act, 2013 provisions regarding virtual meetings.

What the numbers show

The detailed voting records reveal a divergence between promoter and institutional sentiment on specific governance matters. While promoters voted unanimously in favour of all resolutions, public institutions cast dissenting votes against the re-appointment of Mr. Ravindra Kumar Kothari (Item 3) and his elevation to Whole-Time Director (Item 6). Institutions voted 100% against these items, contributing to the overall dissent percentages of 0.25%. Additionally, for the renewal of the contract with M/s. Desa Marketing International (Item 5), the promoter group’s votes were classified as invalid due to related-party interest, leaving the resolution dependent entirely on public shareholder approval.

Bal Pharma Limited has confirmed the allotment of 10,00,000 convertible warrants to its promoter, Shailesh Siroya, on a preferential basis. The transaction values at ₹8.4 crore, with each warrant issued at ₹84.

The Board of Directors approved the allotment on September 7, 2026, following shareholder approval via postal ballot on August 8, 2026. The company has received an initial subscription amount of ₹2.1 crore, representing 25% of the total consideration.

Deal Structure and Conversion Terms

Each warrant is convertible into one fully paid-up equity share of face value ₹10 at a premium of ₹74 per share. The warrant holder may exercise this right in one or more tranches during an 18-month period commencing from the date of allotment.

Upon exercise, the remaining 75% of the consideration must be paid before the last date of conversion. The resulting equity shares will rank pari passu with existing shares and will be listed on BSE Limited and National Stock Exchange of India Limited.

Promoter Holding Impact

The preferential issuance does not immediately alter the paid-up equity capital since securities allotted are warrants, not equity shares. However, if fully converted, Mr. Siroya’s stake would rise from 17.24% to 20.89%.

Unexercised warrants will lapse after the 18-month window, with amounts paid forfeited as per approved terms.