Hamps Bio Limited has announced its decision to acquire 100% equity stake in HSDL Innovative Private Limited for ₹2,03,78,718.21 through a cash transaction. The acquisition has been disclosed under SEBI LODR regulations as it constitutes a related party transaction, with the company's promoters and their relatives being existing shareholders of the target entity.

Target Company Profile

HSDL Innovative Private Limited, incorporated on February 17, 2017, operates in the freeze-drying food process business. The company is headquartered at Shop No 410, 4th Floor, Royal Platinum, Palanpore, Surat, Gujarat, and specializes in freeze-drying fruits, vegetables, herbs and ready-to-eat foods.

Financial Performance

The target company has demonstrated consistent growth in its turnover over the past three financial years. HSDL Innovative reported a turnover of ₹1,86,64,115.42 for the financial year ended March 31, 2025, according to its last audited financial statements.

Transaction Details

The acquisition involves a cash consideration of ₹2,03,78,718.21 for acquiring 100% equity shares of HSDL Innovative Private Limited. Post-acquisition, Hamps Bio Limited will hold complete control over the target company, making it a wholly-owned subsidiary.

Strategic Rationale

The management of Hamps Bio Limited has proposed this acquisition with the objective to consolidate the business of freeze-drying food process and freeze-drying fruits, vegetables, herbs and ready-to-eat foods under the umbrella of Hamps Bio Limited. This strategic move aims to create a wholly-owned subsidiary structure for better operational control and business integration.

Regulatory Compliance

The transaction has been classified as a related party transaction under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The promoters of Hamps Bio Limited along with their relatives are existing shareholders of HSDL Innovative Private Limited, necessitating this disclosure under regulatory requirements. No governmental or regulatory approvals are required for completing this acquisition.

Hamps Bio Limited , a prominent player in the biotech industry, has announced significant changes to its board composition. The company's shareholders have unanimously approved the appointment of Ms. Shivali Rajpurohit as a Non-Executive Independent Director.

Shareholder Approval

At the Extra Ordinary General Meeting held on November 24, 2025, Hamps Bio Limited's shareholders voted unanimously in favor of Ms. Rajpurohit's appointment. The resolution received 100% approval with 6,288,000 votes in favor and no votes against. Twelve members participated in the physical voting process, demonstrating strong support for this board addition.

New Independent Director Appointment

Ms. Shivali Rajpurohit brings a wealth of experience to her new role at Hamps Bio Limited. She is a qualified Company Secretary with a degree in law (LL.B) and specializes in corporate laws, secretarial compliance, including Companies Act, SEBI Regulations, Legal Documentation, Regulatory Filings, and Governance Framework. With over two years of experience handling legal and secretarial matters for both listed and unlisted entities, Ms. Rajpurohit is well-equipped to contribute to the company's governance and compliance efforts.

The appointment is for a five-year term, commencing from August 25, 2025. Ms. Rajpurohit is not related to any existing directors of Hamps Bio Limited and is not debarred from holding directorship positions by SEBI or any other authority.

Board Committee Reconstitution

Following Ms. Rajpurohit's appointment, Hamps Bio Limited has announced a significant reshuffle of its board committees:

Audit Committee

• Chairperson: Mr. Jinay Dipakkumar Palrecha (Independent Non-Executive Director)
• Members:
  • Ms. Shivali Rajpurohit (Independent Non-Executive Director)
  • Mrs. Pallavi Herrik Shah (Non-Executive Director)

Nomination and Remuneration Committee

• Chairperson: Ms. Shivali Rajpurohit (Independent Non-Executive Director)
• Members:
  • Mr. Jinay Dipakkumar Palrecha (Independent Non-Executive Director)
  • Mrs. Pallavi Herrik Shah (Non-Executive Director)

Stakeholders Relationship Committee

• Chairperson: Mrs. Pallavi Herrik Shah (Non-Executive Director)
• Members:
  • Mr. Jinay Dipakkumar Palrecha (Independent Non-Executive Director)
  • Ms. Shivali Rajpurohit (Independent Non-Executive Director)

These changes in the board composition and committee structure are aimed at enhancing the company's corporate governance practices and ensuring compliance with regulatory requirements.

The appointment of Ms. Rajpurohit and the reconstitution of board committees reflect Hamps Bio Limited's commitment to maintaining a strong and diverse leadership team. These strategic moves are expected to bring fresh perspectives and strengthen the company's decision-making processes in the dynamic biotech industry.