Natural Capsules Limited's material unlisted subsidiary, Natural Biogenex Private Limited , has completed the allotment of its recent rights issue, issuing 9,46,305 equity shares of ₹10 each for cash at par. The transaction raises ₹94.63 lakh and formally concludes a process that diluted the parent company's stake by 2.18%, reducing its holding from 68.96% to 66.78%. This development confirms the capital structure changes previously disclosed following Natural Capsules' decision not to subscribe to the issue.

The Board of Directors of Natural Biogenex approved the allotment on July 31, 2026, acting on earlier authorization granted during a board meeting on July 10, 2026. The rights issue subscription period had run from July 14, 2026, to July 28, 2026. Natural Capsules Limited opted out of subscribing to the new shares, leading to the dilution of its equity interest while retaining control over the subsidiary. The company notified both the Bombay Stock Exchange and the National Stock Exchange under Regulation 30(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Allotment Details

The finalized allotment involves the issuance of 9,46,305 equity shares with a face value of ₹10 each. The total consideration received amounts to ₹94,63,050. These shares were allotted to third-party applicants who exercised their rights during the subscription window. Akshay Dutta, Company Secretary and Compliance Officer of Natural Capsules Limited, signed the disclosure dated July 31, 2026, from Bangalore.

Impact on Shareholding

Prior to the rights issue, Natural Capsules Limited held 1,99,99,996 equity shares, representing 68.96% of the paid-up capital of Natural Biogenex. The absolute number of shares held by the parent company remains unchanged at 1,99,99,996. However, the issuance of new shares to third parties has reduced the percentage holding to 66.78% of the revised paid-up capital. Despite this dilution, Natural Biogenex remains a controlled subsidiary, meaning Natural Capsules retains authority over its operations and financial policies.

Financial Context

The rights issue occurs against a backdrop of significant financial stress at Natural Biogenex Private Limited. For the last financial year, the subsidiary reported a turnover of ₹13.43 crore but incurred a substantial loss of ₹43.30 crore. Despite these operational losses, the subsidiary maintains a net worth of ₹81.24 crore. The parent company's decision to avoid further capital infusion into the loss-making unit suggests a focus on preserving cash for core operations or higher-return opportunities elsewhere. The transaction is not classified as a related party transaction, as the dilution resulted from allotment to third parties rather than a transfer between related entities.

Natural Capsules Limited has completed the electronic dispatch of its Annual Report for the financial year 2025-26 on July 17, 2026. The company informed the exchanges that the Notice of the 33rd Annual General Meeting (AGM) and the Integrated Annual Report are available on its website and the websites of the stock exchanges. The AGM is scheduled to be held on Wednesday, August 12, 2026, at 12:00 PM IST via Video Conferencing (VC) or Other Audio Visual Means (OAVM) at the registered office in Bengaluru, Karnataka.

The agenda includes the adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2026. Shareholders will vote on the re-appointment of directors Mrs. Jyoti Mundra and Mr. Laxminarayan Moondra, who retire by rotation. Additionally, the company seeks approval for the re-appointment of Mr. Laxminarayana Moondra as Whole Time Director for a term of 3 years effective August 20, 2026, with a revised remuneration package.

Special business includes approving related party transactions with subsidiary Natural Biogenex Private Limited. The company seeks approval to enter into contracts and provide unsecured loans up to ₹ 50 crores until the conclusion of the next AGM. The funds, sourced from internal accruals, will be utilized for future capital expenditure and meeting working capital requirements. Interest will be charged at the bank rate applicable to the company.

Shareholders will also consider revising the remuneration of Mr. Shrey Mundra, General Manager – Marketing, a related party. His gross remuneration is proposed to increase from ₹ 2,25,000 to ₹ 2,50,000 per month from April 1, 2026, and to ₹ 2,75,000 per month thereafter for one year. The Board has recommended these resolutions, with the re-appointment of the Whole Time Director requiring a special resolution and other items requiring ordinary resolutions.

Remote e-voting will commence on August 8, 2026, at 09:00 AM and conclude on August 11, 2026, at 05:00 PM. Members can cast votes electronically through the NSDL e-voting system. The facility for attending the AGM via VC/OAVM is available on a first-come-first-served basis for 1,000 members, excluding large shareholders holding more than 2% of shares and institutional investors.

Key AGM Dates