Demuric Holdings Private Limited has acquired a 73.28% stake in uniphos enterprises Limited, converting an indirect holding into a direct holding through a Scheme of Amalgamation effective July 21, 2026. The transaction involved the acquisition of 5,09,66,612 equity shares, representing 73.28% of the paid-up equity share capital of the target company. This internal reorganization was executed to consolidate shareholding within the promoter group without altering the ultimate beneficial ownership or control.

The acquisition was executed pursuant to the merger of Nerka Chemicals Private Limited and Goyal Consulting Services Private Limited, both wholly owned subsidiaries of Demuric Holdings Private Limited, into Demuric. The disclosure was submitted to the stock exchanges under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction is exempt from making an open offer under Regulation 10(1)(d)(iii) of the SAST Regulations.

Shareholding Details

The table below details the holdings of the acquirer and the transferor before and after the transaction.

Transaction Structure

The acquisition was not conducted through open market operations or a preferential allotment but specifically via a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The filing confirms that the total diluted share capital and voting capital of the company remain unchanged. The shares of Uniphos Enterprises Limited are listed on BSE Limited and the National Stock Exchange of India Limited.

Uniphos Enterprises Limited has scheduled its 57th Annual General Meeting (AGM) for August 7, 2026, to be held via video conferencing. The meeting will consider the adoption of audited financial statements for the financial year ended March 31, 2026, and approve the re-appointment of Arun Chandrasen Ashar as Chairman and Non-Executive Director. The company has published the notice of the AGM in the Financial Express and Western Times on July 17, 2026.

The Board of Directors has recommended a dividend of ₹3.50 per equity share of face value ₹2 each for the financial year 2025-26. This represents a 175% payout compared to the previous year's dividend of ₹0.50 per share. If approved by shareholders, the total dividend payout will amount to ₹2,434.10 lakhs, subject to tax deduction at source. The company has fixed Friday, July 17, 2026, as the record date to determine shareholder eligibility for the dividend. The dividend will be paid within 30 days from the date of approval at the AGM.

Financial Performance

The company reported a profit after tax of ₹2,071.09 lakhs for the year ended March 31, 2026, a significant increase from ₹27.83 lakhs in the previous year. Revenue from operations stood at ₹3,200.27 lakhs, while other income rose to ₹2,522.94 lakhs, driven largely by higher dividend receipts from UPL Limited. The company’s primary financial assets consist of investments in listed securities, making its performance sensitive to capital market volatility.

Governance and Compliance

M/s. B S R & Co. LLP, Chartered Accountants, serve as the statutory auditors, while M/s. N. L. Bhatia & Associates act as the secretarial auditors. The statutory auditors issued an unmodified opinion on the financial statements. The company has appointed Mr. Bhaskar Upadhyay as the scrutinizer for the e-voting process during the AGM.

Remote e-voting will commence on August 4, 2026, at 9:00 a.m. IST and conclude on August 6, 2026, at 5:00 p.m. IST. The cut-off date for determining voting eligibility is July 31, 2026. The facility for voting through e-voting will also be available during the AGM for members attending via video conferencing who have not cast their votes remotely.