Chiraharit Limited witnessed a significant shift in its promoter holding structure following the acquisition of a 52.56% equity stake by Malaxmi Climate Resilience Platform Private Limited. The transaction, executed as an off-market inter-se transfer on September 10, 2026, consolidates control within the promoter group without triggering an open offer obligation.

Transaction Details and Pricing

The acquirer, Malaxmi Climate Resilience Platform Private Limited, purchased 2,87,99,990 equity shares from Dr. Tejaswini Yarlagadda, a promoter of the target company. The agreed acquisition price was ₹8 per share, resulting in a total transaction value of approximately ₹23.04 crore. This pricing falls within the permissible limits for exemptions under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The shares were acquired at a discount to the market valuation. The volume-weighted average price (VWAP) for the 60 trading days preceding the notice issuance was recorded at ₹8.65 per share on the BSE. The acquisition price of ₹8 is below this benchmark, ensuring compliance with the regulation that prohibits prices higher than 25% above the VWAP.

Regulatory Compliance and Exemptions

This acquisition relies on the exemption provided under Regulation 10(1)(a)(iii) of the SEBI SAST Regulations. This clause permits acquisitions between entities where the seller holds a majority stake in the acquirer and controls it exclusively. In this instance, Dr. Tejaswini Yarlagadda holds 90% of the paid-up equity share capital of Malaxmi Climate Resilience Platform Private Limited, thereby qualifying as a controlling person under the specified regulatory framework.

The acquirer confirmed that all conditions for the exemption were met, including prior intimations to BSE Limited on August 31, 2026, and subsequent disclosures on September 11, 2026. The report to SEBI was filed with the requisite fees of ₹1,77,000 (inclusive of GST) on October 12, 2026.

Post-Transaction Shareholding Pattern

The transfer results in a complete exit of Dr. Tejaswini Yarlagadda’s direct personal holding in Chiraharit Limited, shifting her exposure to an indirect holding through the corporate entity. The total equity capital of Chiraharit remains unchanged at ₹5,47,96,000, comprising 5,47,96,000 equity shares of face value ₹1 each.

What the Numbers Show

The divergence between the acquisition price of ₹8 and the 60-day VWAP of ₹8.65 indicates a deliberate structuring of the deal to maximize compliance headroom while minimizing the cash outflow for the acquiring entity. Furthermore, the fact that the seller retains 90% ownership of the acquirer means the ultimate beneficial ownership of the 52.56% stake in Chiraharit remains with Dr. Tejaswini Yarlagadda, suggesting this move is primarily for corporate restructuring and long-term holding efficiency rather than a change in control or strategic divestment.

Chiraharit Limited has declared the voting results for its 20th Annual General Meeting held on September 24, 2026. All three ordinary resolutions tabled at the meeting were passed with 100% votes in favour and zero votes against.

The meeting, conducted via video conferencing from 11:00 am to 11:49 am, was chaired by Mr. Pavan Kumar Bang, Managing Director and CEO. The proceedings focused on the adoption of standalone and consolidated financial statements for the fiscal year ended March 31, 2026, and the re-appointment of a non-executive director.

Voting Results Breakdown

The scrutinizer's report confirmed that remote e-voting was the sole mode of participation, as no members voted physically or through proxy during the meeting. A total of 21 members cast their votes through the remote e-voting facility provided by CDSL. No votes were recorded via e-voting at the AGM itself.

Note: Votes polled represent equity shares. Promoters held 4,00,00,000 shares; Public non-institutional holders polled 4,68,000 votes.

Attendance and Quorum

Out of 905 members on the record date of September 17, 2026, a total of 17 members participated in the meeting via video conferencing. The attendance breakdown is as follows:

Key managerial personnel and directors attended, including Whole-time Director Mr. Gagganapalli Venkata Ramana Reddy and Independent Directors Mr. Venkata Chakrapani Chaturvedula and Mr. Anantha Krishna Nageshwara. Representatives from statutory auditors M/s G P Associates and secretarial auditors R&A Associates were also present.

Resolutions Passed

The members considered and adopted the audited financial statements for FY26. The following ordinary resolutions were tabled and passed:

• Adoption of Standalone Audited Financial Statements for the financial year ended March 31, 2026.
• Adoption of Consolidated Audited Financial Statements for the financial year ended March 31, 2026.
• Re-appointment of Dr. (Mrs.) Tejaswini Yarlagadda as Director (Non-Executive & Non-Independent), who retired by rotation and offered herself for re-appointment.

The Chairperson provided an overview of the company's business performance during FY26, highlighting continued focus on core business activities, operational efficiency, and prudent financial management. He expressed gratitude to employees, customers, bankers, and stakeholders for their support.

Voting Process

Remote e-voting was available from September 21, 2026, to September 23, 2026. Members who did not vote remotely were allowed to cast their votes electronically during the AGM for 15 minutes after the conclusion of the discussion. Mrs. Rashida Hatim Adenwala, Practising Company Secretary at R&A Associates, served as the Scrutinizer. The final voting results were declared on September 25, 2026.