Transchem Limited has successfully completed its strategic capital restructuring plan after shareholders unanimously approved all proposed resolutions at the Extraordinary General Meeting (EGM) held on December 20, 2025. The company has now formally altered its Memorandum of Association (MOA) to implement the approved capital structure changes, as announced on December 22, 2025.

EGM Voting Results - Complete Approval

All three resolutions presented at the EGM received unanimous approval from shareholders, demonstrating strong confidence in the company's strategic direction:

The voting was conducted through remote e-voting from December 17-19, 2025, and electronic voting during the EGM held via video conferencing.

Formal MOA Alteration Completed

Following the EGM approval, Transchem Limited has formally altered its Memorandum of Association by substituting the existing Clause 5 with a new capital clause. The updated MOA now reflects:

The alteration provides the company with enhanced flexibility to increase, reduce, consolidate, or subdivide capital and create different share classes with varying rights and privileges as permitted under the Companies Act, 2013.

Approved Warrant Issue Structure

With the MOA alteration completed, the company can now proceed with the issuance of up to 6.15 crore warrants, each convertible into one equity share, raising up to Rs. 461.25 crore at Rs. 75.00 per warrant:

Enhanced Financial Authority

Shareholders have also approved increasing the company's authority for making investments, providing loans, or offering guarantees to Rs. 250.00 crore, significantly enhancing Transchem's financial flexibility and investment capabilities.

Implementation Timeline

With both shareholder approval and MOA alteration completed, the warrants will carry an 18-month exercise period from allotment date. Following SEBI regulations, allottees must pay 25% consideration upfront, with the remaining 75% due upon warrant conversion to equity shares.

The completion of MOA alteration marks the final procedural step in Transchem Limited's capital restructuring journey, setting the foundation for significant changes in ownership structure and enhanced financial capabilities. The company can now proceed with regulatory approvals and implementation of these strategic initiatives.

Transchem has announced robust financial results for the second quarter and first half of fiscal year 2026, along with plans for a significant acquisition in the financial services sector.

Financial Performance

The company's Board of Directors approved the unaudited financial results for Q2 and H1 FY2026, revealing impressive growth:

Strategic Acquisition

In a move to diversify its business portfolio, Transchem has granted in-principle approval to acquire 100% equity in Greshma Shares & Stocks Limited (GSSL), a stock broking and financial services company. Key details of the proposed acquisition include:

• Acquisition Target: Greshma Shares & Stocks Limited
• Equity Stake: 100%
• Shares to be Acquired: 1,55,16,000
• GSSL Financials (as of March 2025):
  • Annual Turnover: ₹11.32 crores
  • Net Worth: ₹15.89 crores

The acquisition is subject to due diligence and regulatory approvals from SEBI, stock exchanges, and depositories. Upon completion, GSSL would become a wholly-owned subsidiary of Transchem.

Strategic Implications

This acquisition marks Transchem's entry into the comprehensive financial services sector. The move is expected to:

1. Diversify Transchem's business portfolio
2. Leverage GSSL's platform for stock broking and wealth management
3. Expand service offerings to include equity and derivatives trading on BSE and NSE

Timeline and Process

• The acquisition process is expected to be completed within 3 months of entering the non-binding term sheet.
• The transaction will be an all-cash deal, with the final price to be determined after due diligence.

Corporate Actions

In addition to the financial results and acquisition plans, Transchem has taken significant corporate actions:

1. Articles of Association: The company has adopted a new set of Articles of Association in conformity with the Companies Act, 2013.
2. Memorandum of Association: Amendments to the Memorandum of Association have been approved.

These changes were passed as Special Resolutions at the company's Extra-Ordinary General Meeting held on October 16, 2025.

Transchem's strategic moves and strong financial performance indicate a positive outlook for the company as it expands its footprint in the financial services sector.