Hester Biosciences shareholders approved the reclassification of two promoter group members as public shareholders via a postal ballot. The ordinary resolution passed with 99.99% assent on September 4, 2026.

The company sought approval under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders voted through remote e-voting between August 5 and September 3, 2026. Central Depository Services (India) Limited facilitated the voting process.

Voting Results

A total of 89 shareholders cast valid votes representing 3,981,963 shares. Two votes comprising 40,227 shares were declared invalid. The promoters and promoter group held no interest in the resolution.

Reclassification Details

The resolution affects Mr. Ravin Gandhi and Ms. Bela Gandhi. Both individuals hold less than 10% of the paid-up equity share capital and do not exercise control over the company. They are not represented on the Board of Directors or as key managerial personnel.

Mr. Ravin Gandhi holds 403,320 shares (4.74% of paid-up capital). Ms. Bela Gandhi holds 400,635 shares (4.71% of paid-up capital). The outgoing promoters confirmed they are not willful defaulters or fugitive economic offenders.

What the Numbers Show

The promoter group demonstrated high engagement, polling 77.42% of their outstanding shares with unanimous support for the reclassification. In contrast, public institutional holders showed lower participation at 36.25%, while public retail participation stood at 11.06%.

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.