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 has announced an Extraordinary General Meeting (EGM) scheduled for November 24, 2025, to address a significant corporate governance matter. The meeting, set to take place at 4:00 PM at the company's corporate office in Surat, Gujarat, will focus on the regularization of Ms. Shivali Rajpurohit's appointment as a Non-Executive Independent Director.

Key Details of the EGM

About the Directorial Appointment

Ms. Shivali Rajpurohit was initially appointed as an Additional Director on August 25, 2025. The EGM will consider her regularization as a Non-Executive Independent Director for a five-year term, from August 25, 2025, to August 24, 2030.

Director Profile

Ms. Rajpurohit brings expertise in corporate laws, secretarial compliance, and SEBI regulations. Her experience spans both listed and unlisted entities, making her well-suited for the role of an Independent Director in a publicly traded company.

Compliance and Governance

The company has stated that Ms. Rajpurohit has submitted a declaration of independence, and the Board believes she meets the criteria for appointment as an Independent Director under the Companies Act, 2013. This appointment aligns with Hamps Bio Limited's commitment to maintaining strong corporate governance practices.

Shareholder Participation

Shareholders are encouraged to attend the EGM or appoint proxies if unable to attend personally. The company has made provisions for electronic voting and has sent the EGM notice to shareholders whose email addresses are registered with the company or depository participants.

This EGM and the proposed appointment of Ms. Rajpurohit represent Hamps Bio Limited's ongoing efforts to strengthen its board composition and adhere to regulatory requirements for listed entities.