HMA Agro Industries has executed a Share Sale Agreement dated September 9, 2026, to divest its entire 100% equity stake in subsidiary FNS Agro Foods Limited to its promoter group. The board had initially sanctioned the related-party transaction on September 8, 2026.

The deal involves the transfer of 8,95,593 equity shares of ₹10 each at a consideration of ₹55.92 per share. The aggregate transaction value is ₹5,00,81,560.56. The agreement confirms that the transaction is conducted on an arm's-length basis based on valuation by an independent Registered Valuer.

Transaction Progress

Following the board approval, the formal agreement was signed on September 9, 2026. The transfer of shares will be effected through an off-market transfer in dematerialised form. Completion of the transaction is expected by September 30, 2026.

Upon completion, FNS Agro Foods Limited will cease to be a subsidiary of HMA Agro Industries. The company stated there are no special rights such as director appointment or pre-emptive subscription rights associated with the agreement.

Buyer Identification

The seven identified acquirers comprise members of the Promoter/Promoter Group:

• Four purchasers are Promoters of HMA Agro Industries.
• Three purchasers are relatives of Promoters.

The approved buyers include Mr. Gulzar Ahmad, Mohammad Ashraf Qureshi, Mohammad Mehmood Qureshi, Zulfiqar Ahmad Qureshi, Mohammad Moosa Qureshi, Mohammad Arsal Qureshi, and Mohammad Ajmal Qureshi.

Financial Impact

FNS Agro Foods Limited is not engaged in active business operations. As per audited financial statements as on March 31, 2026, the subsidiary reported nil turnover. Its net worth stood at ₹48.81 million, contributing 0.51% to the parent company's net worth.

Regulatory Compliance

The intimation was issued pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III and the SEBI Master Circular dated January 30, 2026. The notice was signed by Nikhil Sundrani, Company Secretary and Compliance Officer, on September 9, 2026.

HMA Agro Industries confirmed the completion of its 18th Annual General Meeting (AGM) notice dispatch through newspaper advertisements published on August 28, 2026. The company filed this intimation with stock exchanges on August 29, 2026, in compliance with SEBI Listing Obligations and Disclosure Requirements Regulations.

The meeting is scheduled for Friday, September 18, 2026, at 3:30 pm through Video Conferencing or Other Audio Visual Means. This confirmation follows the issuance of a revised notice on August 27, 2026, which corrected typographical errors in the initial filing dispatched on August 26, 2026.

Compliance and Dispatch Details

The newspaper advertisements were placed in Financial Express (English) and Hindustan (Hindi) to meet the requirements of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The filing was authorized by Mr. Gulzar Ahmad, Chairperson and Managing Director.

Key AGM Dates

• Cut-off for voting eligibility: Friday, September 11, 2026
• Remote e-voting commencement: Tuesday, September 15, 2026 at 9:00 am
• Remote e-voting end: Thursday, September 17, 2026 at 5:00 pm
• Book closure period: Saturday, September 12, 2026 to Friday, September 18, 2026

National Securities Depository Limited (NSDL) continues to provide remote e-voting facilities. M/s R.C. Sharma & Associates serves as the scrutinizer. The register of members and share transfer books will remain closed from September 12, 2026 to September 18, 2026.

Auditor Appointment

Based on the Audit Committee’s recommendation, the board proposed appointing M/s VAA & Associates (FRN: 016079C) as statutory auditors for five consecutive years. The firm holds Peer Review Certificate No. 024504 and has completed AQMM Level 3.

The appointment is subject to shareholder approval and will hold office from the conclusion of the 18th AGM to the 23rd AGM. The proposed annual audit fee for FY27 is ₹27.5 lakh, plus applicable taxes and out-of-pocket expenses. No relationship between directors and the proposed auditors was disclosed.

Director Reappointment

The AGM agenda includes the reappointment of Mr. Viswambharan Parameswaran (DIN: 09822921), who retires by rotation. He has been serving as Whole-Time Director since April 25, 2026, focusing on compliance, administration, and corporate governance. He currently holds no shareholding in the company.

MD Remuneration Increase

Shareholders will be asked to approve a 25% increase in the remuneration of Mr. Gulzar Ahmad, Chairperson and Managing Director, effective October 1, 2026. His basic monthly salary will rise from ₹10 lakh to ₹15 lakh.

The increase aligns with prevailing industry standards for similar positions in companies of comparable size. The total managerial remuneration remains subject to the limits prescribed under Section 197 of the Companies Act, 2013.

Borrowing Powers

The board seeks shareholder approval via special resolution to increase borrowing powers to ₹2,000 crore under Section 180(1)(c) of the Companies Act, 2013. Additionally, shareholders will decide on authorizing the board to create charges on movable and immovable properties up to ₹2,000 crore under Section 180(1)(a).

Another special resolution proposes increasing the threshold for loans, guarantees, and investments under Section 186 to ₹2,000 crore.