Hester Biosciences has received board approval for its strategic divestment of equity stake in subsidiary Texas Lifesciences Private Limited (TLPL). The Board of Directors, meeting on 11 March 2026, approved the transaction following recommendations from the Audit Committee under Regulation 30 of SEBI Listing Regulations.

Board Meeting and Transaction Approval

The board meeting commenced at 10:46 a.m. (IST) and concluded at 11:05 a.m. (IST), formally approving the divestment of 43.81% equity shareholding out of total 54.81% in TLPL. The company has agreed to transfer its shareholding to existing promoter-affiliated entities through a share transfer agreement.

TLPL Financial Performance

Texas Lifesciences Private Limited contributed significantly to the group's operations during FY 2024-25. The subsidiary's financial metrics demonstrate its operational scale within the Hester Biosciences ecosystem, with over 97% of sales directed to HBL.

Strategic Restructuring and Regulatory Compliance

The divestment represents a strategic restructuring where TLPL will cease to be a subsidiary upon completion of the share transfer. TLPL is not classified as a material subsidiary of the company. However, Hester Biosciences will maintain business relationships with TLPL and retain an 11.00% equity investment in the company.

The buyer, Ticop Life Private Limited, is affiliated with existing promoter shareholders of TLPL. The transaction does not fall under related party transactions as the parties involved are not considered related entities under applicable regulations.

Transaction Structure and Timeline

The share transfer agreement provides for completion within three months from the agreement date, with the total aggregate consideration of Rs 92.00 million subject to terms and conditions. Post-transaction, TLPL will be deconsolidated from Hester Biosciences' financial statements while maintaining operational business ties. The company has informed both BSE Limited and National Stock Exchange of India Limited about this development as per regulatory requirements.

Hester Biosciences Limited has successfully concluded its postal ballot process for the re-appointment of Mr. Rajiv Gandhi as CEO & Managing Director, with shareholders demonstrating overwhelming support for the leadership continuity. The company announced the results on 10 March 2026, following a comprehensive remote e-voting process that adhered to regulatory requirements and submitted formal proceedings to stock exchanges.

Postal Ballot Results

The special resolution for Mr. Gandhi's re-appointment received exceptional shareholder approval, with the voting results clearly indicating strong confidence in the company's leadership direction.

Re-appointment Details

The approved resolution grants Mr. Rajiv Gandhi (DIN: 00438037) a three-year term as CEO & Managing Director, effective from 1 April 2026 to 31 March 2029. The resolution also authorizes the Board of Directors to vary, alter, and modify the terms and conditions of his remuneration structure within prescribed limits.

Regulatory Compliance and Documentation

The company submitted comprehensive documentation to BSE Limited (Scrip Code: 524669) and National Stock Exchange of India Limited (Symbol: HESTERBIO) on 10 March 2026, including proceedings of the postal ballot process, voting results, and scrutinizer's report in accordance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Category-wise Voting Pattern

The voting results showed strong support across different shareholder categories with detailed breakdowns provided in the regulatory filings:

Scrutinizer's Report and Process Validation

Mr. Tapan Shah (FCS: 4476), Practicing Company Secretary, served as the appointed scrutinizer to ensure fair and transparent proceedings. The scrutinizer's report confirmed that the postal ballot process was conducted in strict compliance with Sections 196, 197, 198, and 203 of the Companies Act, 2013, and all applicable regulatory requirements.

The postal ballot notice was sent electronically to all 12,810 equity shareholders as on the cut-off date, utilizing Central Depository Services (India) Limited as the e-voting service provider platform. The resolution has been duly passed with the requisite majority, and the Board of Directors is now authorized to implement the re-appointment and handle all necessary formalities.