Noble Polymers Limited shareholders approved increasing the company's authorised share capital and altering the capital clause of the Memorandum of Association during an Extra-Ordinary General Meeting (EGM) held on June 13, 2026. The meeting, chaired by Mr. Sanjay Shah, also sanctioned the issuance of equity shares and fully convertible share warrants on a preferential basis. These resolutions are aimed at restructuring the company's capital base and expanding its financial flexibility.

The EGM took place at the company's registered office in Ahmedabad, with 18 members attending in person out of a total of 4,289 shareholders as of the cut-off date of June 05, 2026. Remote e-voting was conducted from June 10, 2026, to June 12, 2026, allowing shareholders to participate electronically. The statutory registers required for inspection under the Companies Act, 2013 were made available at the venue.

Resolutions Passed

The board proposed five key resolutions for shareholder approval. The first item, an ordinary resolution, sought approval to increase the authorised share capital and amend the capital clause. The subsequent four items were passed as special resolutions, requiring a higher threshold of shareholder consent.

Procedural Details

Mr. Yash Shah, a Practising Company Secretary, was appointed as the Scrutinizer to oversee the e-voting process and ensure transparency. The consolidated results of the remote e-voting and ballot voting will be announced within two working days of the meeting's conclusion. The company will submit the scrutinizer's report to the stock exchange separately in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The meeting commenced at 12:00 P.M. IST and concluded at 12:35 P.M. IST. All directors, key managerial personnel, statutory auditors, and the scrutinizer were present. The notice convening the EGM was disseminated to shareholders via email.

Mr. Mahesh Alabhai Odedra and Mr. Hiren Rambhai Odedra have initiated a mandatory open offer to acquire up to 22,76,406 equity shares of Noble Polymers Limited, representing 26.00% of the emerging voting share capital, at a price of ₹5 per share. The offer, which opens on July 08, 2026, and closes on July 21, 2026, is being made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following a preferential allotment that results in a change of control and management of the target company.

The acquirers propose to subscribe to 22,76,400 equity shares and 60,00,000 convertible warrants on a preferential basis. The preferential issue, approved by the board on May 14, 2026, is subject to shareholder approval at an Extraordinary General Meeting scheduled for June 13, 2026. The open offer is not conditional upon any minimum level of acceptance from public shareholders.

Offer Details

The offer price of ₹5 per equity share is payable in cash. The total consideration for the open offer, assuming full acceptance, amounts to ₹1,13,82,030. The acquirers have deposited ₹1,14,00,000 into an escrow account with Kotak Mahindra Bank Limited, exceeding 100% of the maximum offer consideration, in compliance with SEBI regulations. The offer is not a competing offer as per Regulation 20 of the SEBI (SAST) Regulations, 2011.

Regulatory Approvals and Compliance

The application for in-principle approval from BSE was submitted on May 15, 2026, and is currently under process. No other statutory or regulatory approvals are required to complete the open offer, except for the stock exchange approval and shareholder approval for the preferential issue. The acquirers have confirmed that they are not classified as "Willful Defaulters" and have not been prohibited by SEBI from dealing in securities.

The target company, Noble Polymers Limited, has a history of non-compliance with SEBI (LODR) Regulations, 2015, including delays in filing financial results and other periodic disclosures. The company's securities were suspended from trading in September 2018 but were reinstated following a Securities Appellate Tribunal order in November 2025. The suspension was revoked by BSE with effect from February 11, 2026.

Financials and Shareholding

As of March 31, 2026, Noble Polymers Limited reported a net loss of ₹160.75 lakh for the financial year, compared to a net profit of ₹319.66 lakh in the previous year. The company's net worth stood at ₹472.30 lakh as of March 31, 2026. The equity shares of the target company are listed on BSE under the "XT" category and are presently in ESM Stage-2.

Upon completion of the preferential allotment and the open offer, the acquirers will hold 52.00% of the total paid-up equity share capital, resulting in their classification as promoters. The acquirers undertake to ensure that the target company complies with the minimum public shareholding requirements of 25% within the stipulated time frame if the public shareholding falls below the mandated level.