Hester Biosciences Limited has initiated a postal ballot to obtain shareholder approval for the reclassification of specific promoter group members into the public shareholder category. This structural adjustment, governed by Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, affects Ravin Gandhi and Bela Gandhi, who currently hold combined stakes of approximately 9.45% in the company. The reclassification is material for investors as it alters the promoter holding structure without changing total equity ownership, potentially impacting future dilution metrics and public float calculations.

The Board of Directors approved the proposal on July 30, 2026, following applications dated May 14, 2026, from the outgoing promoter shareholders. The company secured necessary regulatory clearances, receiving no-objection letters from BSE Limited (reference no. LIST/COMP/SJ/150/2026-27) and National Stock Exchange of India Limited (reference no. NSE/LIST/COMP/HESTERBIO/594/2026-2027), both dated July 24, 2026. The process is conducted pursuant to Section 110 of the Companies Act, 2013, and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.

The individuals seeking reclassification have confirmed they meet all statutory conditions for the transition. Specifically, they hold less than 10% of the fully paid-up equity share capital, do not exercise control over the company’s affairs, hold no special rights, and are not represented on the Board of Directors or in key managerial roles. Additionally, they have certified that they are neither willful defaulters under Reserve Bank of India guidelines nor fugitive economic offenders.

Shareholding Details of Outgoing Promoters

The company asserts that post-reclassification, it will remain compliant with Regulation 38 of the SEBI LODR Regulations regarding minimum public shareholding. The board has also confirmed that trading in the company’s shares has not been suspended and that there are no outstanding dues to SEBI, stock exchanges, or depositories.

E-Voting Timeline and Process

Shareholders whose names appear on the Register of Members or List of Beneficial Owners as of the cut-off date, July 31, 2026, are eligible to vote. The remote e-voting facility is provided by Central Depository Services (India) Limited (CDSL). The voting window opens on August 5, 2026, at 9:00 A.M. (IST) and closes on September 3, 2026, at 5:00 P.M. (IST). Mr. Tapan Shah, Practicing Company Secretary, has been appointed as the scrutinizer to ensure the process’s fairness and transparency.

Results will be submitted to the stock exchanges within 48 hours of the voting period’s conclusion, with the final declaration expected by September 4, 2026. The resolution requires an ordinary majority for passage. Members are advised to register their email addresses with the company or their depository participants to access the electronic voting platform.

Hester Biosciences Limited reported a consolidated net profit of ₹967.32M for Q1FY27, a 459% year-on-year increase from ₹172.96M in Q1FY26. The surge was primarily driven by an exceptional accounting gain of ₹853.49M following the amendment of a loan with the Gates Foundation at its subsidiary, Hester Biosciences Africa Limited (HBAL). While headline profits soared, core operational metrics showed mixed results, with standalone revenue rising 14% to ₹726.60M while consolidated revenue declined 8% due to lower contributions from Nepal and Africa operations. Management attributed the strong standalone performance to robust execution in the Poultry Healthcare division and improved gross margins.

Operational Drivers and Segment Performance

On a standalone basis, the Poultry Healthcare division delivered a robust 48% revenue growth to ₹617.69M, driven by higher institutional business, deeper market penetration, and the early traction of new feed supplements and disinfectant solutions. Executive Director Priya Gandhi noted that the company is positioning vaccination as part of a holistic disease prevention approach, combining vaccines with biosecurity and gut health products. This strategy has strengthened customer engagement without relying on price increases. In contrast, the Animal Healthcare division experienced a 50% revenue decline to ₹108.44M, which Chief Executive Officer Rajiv Gandhi clarified was due to delays in government-led immunisation programme tender executions rather than any underlying demand shift.

Standalone net profit after tax (PAT) rose sharply by 88% to ₹147.11M from ₹78.38M. Standalone EBITDA expanded by 95% to ₹260.34M, with margins improving to 36% from 21% in the prior year quarter. Gross profit margins also widened to 78% from 69%, supported by a favourable product mix and operational efficiencies.

International Operations and Capacity Utilization

Consolidated revenues were lower largely due to variability in institutional order timing in Nepal and ongoing market development efforts in Africa. The outstanding principal of the HBAL loan was reduced from USD 12.00 million to USD 5.00 million, with all accrued interest waived and the revised loan made interest-free. CFO Ashish Desai disclosed that consolidated debt stood at ₹103 crore as of June 30, 2026, and confirmed that the Africa entity retains tax-free status until 2030. Management described the Africa operation as being in a "formative period" rather than a standard gestation phase, citing geopolitical and financial challenges in the region but maintaining confidence in long-term opportunities.

Regarding manufacturing capabilities, Rajiv Gandhi stated that overall plant capacity utilization is approximately 60% to 65%, including the recently commissioned BSL3 facility and fill-and-finish lines. The company is repurposing its BSL3 infrastructure for veterinary products, aiming for optimum utility over time. While specific capacity figures for the new facilities were not disclosed, management emphasized that the infrastructure supports future pipeline products in biologicals.

What the Numbers Show

The financial results underscore a bifurcated performance narrative for Hester Biosciences. Operationally, the company is executing well in its core domestic poultry business, with significant margin expansion and revenue growth driven by market share gains rather than pricing power. However, the reliance on government tenders in animal healthcare and volatile international markets continues to pose challenges. The massive exceptional gain masks a decline in underlying pre-tax profitability at the consolidated level, suggesting that while the balance sheet has been strengthened through debt relief, operational cash generation remains sensitive to external regulatory and market timing factors. The divergence between standalone strength and consolidated weakness highlights the continued drag from international segments, which management views as long-term strategic investments rather than near-term profit centers.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE782E01017/92fd0a75-1400-451e-a0ab-c85ebfb9c60b.pdf