Hemo Organic board defers fund raise, approves capital hike

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Reviewed by
Suketu GScanX News Team
Key Highlights
  • Fund raising proposal deferred to a subsequent board meeting
  • Authorized share capital increased from ₹13.45 crore to ₹125 crore
  • Memorandum of Association altered to include diamond trading and real estate
  • Ms. Pratibha Sharma appointed as Company Secretary and Compliance Officer
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Hemo Organic Limited's Board of Directors deferred its proposal for raising funds during the meeting held on October 3, 2026. The decision was taken after due discussion, with no approval granted for the issuance of equity shares or convertible securities at this stage.

The company stated that the fund raising proposal has been moved to a subsequent meeting of the Board. Hemo Organic will make further disclosures regarding the date and time of the next Board meeting as and when decided, in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Authorized Share Capital Increase

Despite deferring the immediate fund raise, the Board approved a significant increase in the company's authorized share capital. The authorized capital will rise from ₹13.45 crore to ₹125 crore. This expansion involves increasing the number of equity shares from 1,34,50,000 to 12,50,00,000, each with a face value of ₹10.

This increase is subject to the approval of shareholders and subsequent alteration of Clause 5 of the Memorandum of Association.

Alteration of Main Objects

The Board also approved the alteration of the Main Objects clause in the Memorandum of Association. The revised objects include:

  • Trading, dealing, and distributing diamonds, including rough, polished, natural, and laboratory-grown diamonds.
  • Cutting, polishing, processing, and manufacturing diamond-related products.
  • Acquiring, developing, and managing real estate properties for investment or income generation.
  • Investing in shares, stocks, or assets of entities engaged in the aforementioned activities.

Corporate Governance Updates

Ms. Pratibha Sharma was appointed as the Company Secretary and Compliance Officer effective October 3, 2026. She is an associate member of the Institute of Company Secretaries of India (ICSI) with experience in company law, corporate governance, and regulatory compliance.

Regulatory Compliance and Trading Window

The intimation was filed with BSE Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting was held at the registered office in Ahmedabad, Gujarat.

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the trading window for designated persons remained closed from September 29, 2026, until 48 hours after the declaration of financial results for the quarter and half-year ended September 2026.

Meeting Outcome Summary

Item Decision Status
Fund Raising Proposal Deferred to subsequent meeting No approval
Authorized Share Capital Increased from ₹13.45 crore to ₹125 crore Approved
Main Objects Clause Altered to include diamonds and real estate Approved
Company Secretary Ms. Pratibha Sharma appointed Effective Oct 3, 2026

What the Numbers Show

The authorized share capital increase represents a nearly 9.3x expansion from ₹13.45 crore to ₹125 crore. This substantial headroom creation precedes any actual fund raising, suggesting the company is preparing for potential large-scale capital infusion or strategic acquisitions in the future, particularly given the new object clauses covering diamonds and real estate.

What specific strategic factors or market conditions led to the deferral of the fund-raising proposal despite the massive increase in authorized share capital?

How does the addition of diamond trading and real estate to the Main Objects clause align with Hemo Organic's existing agricultural business model and long-term diversification strategy?

What are the potential dilution impacts on existing shareholders once the new equity shares are issued following the authorized capital increase?

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Hemo Organic promoters sell 11.88% stake to Jasani group

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Reviewed by
Riya DScanX News Team
Key Highlights
  • Promoters sold 11.88% stake in two days via off-market sales
  • Ketanaben Jasani and PACs acquired the entire 11.88% block
  • Post-deal, Jasani group holds 18.72% of total share capital
  • Buyers confirmed as non-related parties with no special rights
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Hemo Organic Limited promoters Dineshbhai Shanabhai Patel and Sonalben Dineshbhai Patel have collectively divested 11.88% of the company's total share capital through off-market sales on September 23 and September 24, 2026.

The latest disclosure filed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, confirms that Dineshbhai Patel sold an additional 60,000 shares (1.73%) on September 24, 2026. This transaction follows his disposal of 3,11,972 shares (9.00%) and Sonalben Patel's sale of 40,000 shares (1.15%) on September 23, 2026. Concurrently, Ketanaben Jasani and Persons Acting in Concert (PACs) disclosed the acquisition of these same shares, confirming the counterparty to the off-market deals.

Shareholding movement

The table below captures the change in Dineshbhai Patel's shareholdings following the sequential disposals:

Promoter Before Sep 23 Disposed Sep 23 After Sep 23 Disposed Sep 24 After Sep 24
Dineshbhai Patel (% of total capital) 15.49% 9.00% 6.48% 1.73% 4.76%
Dineshbhai Patel (Shares) 5,36,940 3,11,972 2,24,986 60,000 1,64,968

Sonalben Patel's holding remained unchanged at 0.21% after her single-day disposal on September 23. The total equity share capital of Hemo Organic remains unchanged at 34,65,900 equity shares of ₹10 each, aggregating to ₹3,46,59,000. The fully diluted share capital stands at 68,65,900 equity shares of ₹10 each, aggregating to ₹6,86,59,000, assuming full conversion of all outstanding convertible securities and warrants.

Acquirer disclosures

Ketanaben Jasani, acting for herself and Persons Acting in Concert (PAC), filed a disclosure under Regulation 29(2) confirming the acquisition of 4,11,972 shares (11.88% of total capital) on September 24, 2026. The acquirers include Ketanaben Jasani, Jasani Family Private Trust, and Heemaben Makadia. The PACs are Ayush Dharmendrabhai Jasani and Dharmendrabhai Becharbhai Jasani.

The acquisition was executed via an off-market purchase. The table below details the post-acquisition holdings of the Jasani group:

Acquirer/PAC Pre-acquisition Holding (%) Acquisition (%) Post-acquisition Holding (%)
Ketanaben Jasani 0.00% 4.50% 4.50%
Jasani Family Private Trust 0.00% 2.88% 2.88%
Heemaben Makadia 0.00% 4.50% 4.50%
Ayush Dharmendrabhai Jasani (PAC) 3.63% 0.00% 3.63%
Dharmendrabhai Becharbhai Jasani (PAC) 3.21% 0.00% 3.21%
Total Group Holding 6.84% 11.88% 18.72%

Context: broader promoter stake sale

These daily disposals form part of a wider promoter divestment strategy. Separately, Dineshbhai Patel and Sonalben Patel entered into share purchase agreements on September 22, 2026 to sell a combined 16.38% equity stake, comprising 5,67,958 fully paid-up equity shares, to the Jasani Family Trust and other buyers via an off-market route.

The buyers under those agreements include Mrs. Ketanaben Jasani, Mrs. Heema Makadia, M/s. V9BIZ Business Solution LLP, and Jasani Family Trust. None of the buyers are related to the promoter or promoter group, and the transactions do not fall within the definition of related party transactions. The share purchase agreements do not confer any special rights on the buyers, including no right to appoint directors, affirmative voting rights, veto rights, or pre-emptive rights.

Regulatory disclosures

The September 23 and September 24, 2026 disposals were disclosed to BSE Limited under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The broader stake sale was disclosed to the exchanges under Regulation 30 and Regulation 30A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, referencing the SEBI Master Circular dated January 30, 2026. Hemo Organic is listed on BSE Limited.

Will the Jasani group's increased stake to 18.72% trigger any mandatory open offer obligations or further regulatory scrutiny under SEBI takeover norms?

How might the significant reduction in promoter holding to below 5% for Dineshbhai Patel impact investor confidence and the company's corporate governance ratings?

What strategic synergies or operational changes can be expected from the Jasani family's entry into Hemo Organic's shareholder base given their prior PAC holdings?

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