Parmax Pharma Limited's Committee of Independent Directors (IDC) has unanimously recommended the open offer made by acquirers Dhiren Chandulal Shah and Sunil Chinubhai Shah, along with ten persons acting in concert (PACs), as fair and reasonable in accordance with Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The recommendation was approved at the IDC meeting held on July 25, 2026, and subsequently published in newspapers on July 27, 2026, as required under the applicable regulations. Fedex Securities Private Limited, the Manager to the Open Offer, submitted the newspaper publication to BSE Limited on July 27, 2026.

Open Offer Details

The open offer is being made under Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011. The following table summarises the key parameters of the open offer:

The ten PACs acting in concert with the acquirers are: Dhairya Dhiren Shah (PAC 1), Hiren Pravin Doshi (PAC 2), Sheetal Hiren Doshi (PAC 3), Nirmal Sunilbhai Shah (PAC 4), Rupa Sunil Shah (PAC 5), Vijaykumar Natvarlal Shiyani (PAC 6), Kamlesh Natvarlal Shiyani (PAC 7), Abhay Chinubhai Shah (PAC 8), Umang Alkesh Gosalia (PAC 9), and Meena Alkesh Gosalia (PAC 10).

IDC Composition and Independence

The IDC comprised two members: Ami Rajeshbhai Shah (Chairperson) and Nikhil Sureshchandra Uchat (Member). The IDC confirmed that none of its members hold any equity shares or other securities of the target company, nor do they have any contractual or other relationship with the acquirers or the PACs, beyond their appointment as independent directors of the target company. Neither IDC member traded in the equity shares of the target company during the 12 months prior to the date of the Public Announcement (June 8, 2026) or during the period from the date of the Public Announcement through the date of the recommendation (July 25, 2026). No independent or external professional advisors were engaged by the IDC.

Offer Price Justification

The IDC reviewed the Public Announcement, Detailed Public Statement, Draft Letter of Offer, and Letter of Offer before arriving at its recommendation. The IDC found the offer price of ₹42.80 per equity share to be in line with the parameters prescribed under Regulations 8(1) and 8(2) of the SEBI (SAST) Regulations, 2011, as it is higher than the highest of the following reference prices:

*M/s A H Dedhia & Associates, Chartered Accountant & IBBI Registered Valuer, Registration number IBBI/RV/07/2021/13796, through its valuation report dated June 8, 2026, has certified that the fair value of the equity share of the target company is ₹42.79 per equity share. During the 52 weeks immediately preceding the date of the PA, PAC 4 and PAC 7 acquired equity shares of the target company from the public shareholders pursuant to the Share Purchase Agreement dated April 13, 2026.

Key Observations and Shareholder Advisory

While the IDC found the offer price fair and reasonable under the prescribed regulatory parameters, it specifically drew shareholders' attention to the fact that the equity shares of Parmax Pharma Limited were trading on BSE at a price higher than the offer price. The closing market price of the equity shares on BSE as on July 24, 2026 — the day preceding the IDC meeting — was ₹102.83 per equity share. The IDC also confirmed that the target company has not received any complaint from shareholders regarding the open offer process, valuation price, or method of valuation. The recommendations were unanimously approved by all IDC members present at the meeting held on July 25, 2026. Public shareholders are advised to independently evaluate the open offer and take an informed decision about tendering their equity shares. The statement of recommendation is available on the website of the target company at www.parmaxpharma.com .

Newspaper Publication Details

Pursuant to Regulation 26(7) of the SEBI (SAST) Regulations, 2011, the IDC recommendation was published on July 27, 2026 in the following newspapers, consistent with the publications in which the Detailed Public Statement was published:

Parmax Pharma shareholders have approved the issuance of equity shares and convertible warrants to non-promoter investors through a preferential allotment. The resolutions were passed during an Extraordinary General Meeting (EGM) held on July 2, 2026, via video conferencing. These approvals enable the company to restructure its capital base and raise funds to support future growth initiatives, with all four proposed resolutions receiving the requisite majority.

The meeting, chaired by Managing Director Mr. Umang Alkesh Gosalia, commenced at 11:30 a.m. and concluded at 11:57 a.m. Proceedings were conducted in compliance with the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Purva Sharegistry (India) Private Limited facilitated the electronic voting process, which was open for remote e-voting from June 29 to July 1, 2026, and during the meeting itself. Shreyans Jain, Practicing Company Secretary, served as the scrutinizer.

Resolutions Passed

The shareholders passed one ordinary resolution and three special resolutions. The ordinary resolution authorized an increase in the authorised share capital and the consequent alteration of the capital clause of the memorandum of association. A special resolution was adopted to replace the existing articles of association with a new set, aligning internal regulations with current governance standards.

Preferential Capital Issuance

Two special resolutions sanctioned the preferential issuance of securities to non-promoter investors. The first authorized the issuance of 31,37,586 equity shares, while the second approved the issuance and allotment of 21,45,145 convertible warrants. Both issuances are on a private placement basis.

The detailed scrutinizer's report confirms that all resolutions were passed with the required majority, with 23,36,153 votes cast in favour of the resolutions.