Fredun Pharmaceuticals Limited successfully conducted its Extra-Ordinary General Meeting (EOGM) on February 16, 2026, achieving unanimous shareholder approval for a key board appointment. The meeting was held through video conferencing at 09:00 a.m. IST, maintaining compliance with regulatory circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.

Meeting Participation and Compliance

The EOGM demonstrated strong corporate governance practices with participation from multiple shareholder categories. Out of 8,645 total shareholders on the record date, 42 shareholders attended the meeting through video conferencing facilities.

The company maintained strict adherence to regulatory requirements, with the book closure period running from Tuesday, February 10, 2026, to Monday, February 16, 2026. Shareholders holding shares as of February 9, 2026, were entitled to participate in the voting process.

E-Voting Process and Results

The electronic voting was conducted through National Securities Depositories Ltd (NSDL) platform, with remote e-voting available from February 13, 2026, at 09:00 a.m. to February 15, 2026, at 05:00 p.m. The sole agenda item was a special resolution for the appointment of Mrs. Pooja Narendra Sanghavi (DIN: 11387388) as Non-Executive Independent Director.

Category-wise Voting Breakdown

The voting results demonstrated strong support across all shareholder categories, with the resolution receiving unanimous approval.

Scrutinizer Report and Regulatory Compliance

Ms. Kala Agarwal, Practicing Company Secretary (Membership No. 5976 & Certificate of Practice No. 5356), served as the appointed scrutinizer for the e-voting process. The scrutinizer confirmed that all voting procedures were conducted in accordance with Section 108 of the Companies Act, 2013, and Rule 20 of the Companies (Management and Administration) Rules, 2014.

The resolution was declared "PASSED" with the requisite majority, and the appointment of Mrs. Pooja Narendra Sanghavi as Non-Executive Independent Director was deemed effective from the date of the EOGM. The company has fulfilled its disclosure obligations under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency in the voting process and results.

Fredun Pharmaceuticals Board of Directors convened on February 14, 2026, to formally address the monitoring agency report for the quarter ended December 31, 2025. The board meeting, conducted through video conferencing from 05:00 P.M. to 05:30 P.M., took note of Care Ratings Limited's observations regarding the company's preferential allotment proceeds utilization.

Board Meeting Outcomes

The company filed multiple regulatory disclosures following the board meeting, including the outcome under Regulation 30 and detailed deviation statements under Regulation 32(3) of SEBI LODR. The board confirmed that all reported deviations are procedural and classificatory in nature, with no diversion of funds from approved objects.

Monitoring Agency Findings

Care Ratings Limited identified deviations in the 25-50% range for the Rs. 97.78 crore raised through preferential allotment. The monitoring agency flagged four primary concerns regarding fund utilization and reporting discrepancies.

Fund Utilization Status

During the quarter, the company utilized Rs. 11.14 crore from the total Rs. 97.78 crore raised, with Rs. 86.64 crore remaining unutilized and deployed in permitted instruments.

Company's Response and Compliance

The Audit Committee and Board provided detailed explanations for each deviation. Regarding the Rs. 37.00 crore routing issue, the company clarified that temporary routing through cash credit accounts was purely operational, with no funds utilized for purposes other than stated objects. The board emphasized that enhanced monitoring and segregation mechanisms have been implemented to ensure stricter compliance going forward.

Deployment of Unutilized Proceeds

The remaining Rs. 86.64 crore has been strategically deployed across multiple financial instruments to ensure optimal returns while maintaining liquidity.

All projects remain within their implementation timelines as specified in the December 18, 2025 corrigendum, with completion periods ranging from 6-9 months for contingency items to 18-24 months for strategic reserves and brand marketing initiatives.