Fredun Pharmaceuticals has announced an Extra-Ordinary General Meeting (EGM) scheduled for February 16, 2026 at 09:00 AM through video conferencing. The pharmaceutical company will seek shareholder approval for the appointment of Ms. Pooja Narendra Sanghavi as Non-Executive Independent Director.

Meeting Details and Agenda

The EGM will be conducted through Video Conferencing (VC) and Other Audio Visual Means (OAVM) in compliance with regulatory circulars. The primary agenda involves passing a special resolution for Ms. Sanghavi's appointment as Non-Executive Independent Director for a five-year term.

Director Profile and Qualifications

Ms. Pooja Narendra Sanghavi (DIN: 11387388) was initially appointed as Additional Director by the Board on November 28, 2025. She brings significant expertise in corporate governance and regulatory compliance to the company.

Her core competencies include convening Board and Committee meetings, handling annual filings with ROC, BSE, and SEBI, managing corporate actions like preferential allotments and buy-backs, and compliance with listing agreements. She has also demonstrated expertise in Secretarial Audit and complex corporate matters involving NCLT and RBI filings.

E-Voting Procedures and Timeline

The company has established comprehensive e-voting procedures through National Securities Depository Limited (NSDL) to facilitate shareholder participation. Ms. Kala Agarwal, Practicing Company Secretary, has been appointed as Scrutinizer for the voting process.

Shareholders holding securities in demat mode with NSDL or CDSL can access e-voting through their respective depository login credentials. The company has provided detailed login procedures for different categories of shareholders, including individual and institutional investors.

Regulatory Compliance and Documentation

The appointment requires special resolution approval under Sections 149, 150, and 152 of the Companies Act, 2013, along with Schedule IV provisions. The company has received all necessary declarations from Ms. Sanghavi, including:

• Consent to act as Director in Form DIR-2
• Declaration of independence under Section 149(6)
• Confirmation of non-disqualification under Section 164
• Compliance with SEBI regulations and listing requirements

The Board of Directors, based on the Nomination and Remuneration Committee's recommendation, believes Ms. Sanghavi possesses the required skills and expertise for effective functioning as Non-Executive Independent Director. Her appointment aligns with the company's governance framework and regulatory compliance requirements.

Shareholder Participation Guidelines

Shareholders can participate in the EGM through the NSDL e-voting platform, with facility available for 1000 members on first-come-first-served basis. Large shareholders holding 2% or more, promoters, institutional investors, and key personnel can attend without restrictions. The company encourages laptop usage for better meeting experience and stable internet connectivity to avoid technical disruptions.

Fredun Pharmaceuticals Limited has successfully completed its preferential allotment of equity shares and warrants, raising ₹97.49 crores from 62 investors. The Board of Directors approved the allotment on December 29, 2025, following member approval from the Extra-Ordinary General Meeting held on October 22, 2025, and in-principle approval from BSE Limited dated December 19, 2025.

Allotment Details and Structure

The company has allotted securities at ₹1,250.00 per share, including a premium of ₹1,240.00, representing a significant capital raise for its expansion plans:

The convertible warrants carry the right to subscribe to one equity share each and are exercisable within 18 months from the allotment date. The company received ₹17.24 crores as warrant subscription price, representing 25% of the total warrant value.

Investor Distribution and Participation

The allotment includes participation from both promoter and non-promoter categories across 62 investors:

Major Institutional Investors

Significant institutional participation includes prominent investment firms and funds:

Promoter Participation

Promoter participation strengthens management commitment to the company's growth trajectory:

Post-Allotment Shareholding Impact

The preferential allotment will result in changes to the company's shareholding structure. Based on the allotment data, the company's paid-up equity share capital is expected to increase significantly, with the new investor base bringing diverse institutional and individual participation.

Strategic Fund Utilization Framework

The raised capital will support Fredun Pharmaceuticals' multi-pronged expansion strategy across integrated health, wellness, and pharmaceutical sectors. The company plans to deploy funds across brand marketing and distribution (35%), working capital requirements (35%), strategic reserves (15%), formulation development and R&D (5%), CAPEX (5%), and contingency provisions (5%).

Business Expansion Initiatives

Fredun Pharmaceuticals is pursuing strategic expansion into three key divisions:

Pet Care Division: Focusing on functional nutrition, dermatology, and therapeutic wellness for companion animals with specialized product lines.

Human Care Division: Addressing lifestyle-driven health challenges through nutritional, cosmeceutical, and dermatological solutions.

Pharma Generics Division: Entry into regulated pharmaceutical markets with cost-effective, high-quality generic formulations targeting nine international markets including Sri Lanka, Philippines, Nigeria, UAE, and Mali.

Regulatory Compliance and Lock-in Provisions

All securities allotted under the preferential issue are subject to lock-in restrictions as prescribed under Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The allotment process adhered to all regulatory requirements under SEBI LODR Regulations and received necessary approvals from BSE Limited.

The successful completion of this preferential allotment positions Fredun Pharmaceuticals to execute its comprehensive expansion strategy across multiple healthcare segments while strengthening its financial foundation for sustained growth.