Heranba Industries Acquires ₹450 Crore OFCDs of Wholly Owned Subsidiary Heranba Organics Private Limited

Heranba Industries Limited has disclosed the completion of an internal debt restructuring transaction involving its wholly owned subsidiary, Heranba Organics Private Limited (HOPL). On May 7, 2026, HOPL allotted 45,00,00,000 (Forty Five Crores) fully paid-up Optionally Fully Convertible Debentures (OFCDs) of face value ₹10/- each, at par, to Heranba Industries Limited. This allotment was made against the conversion of existing unsecured Inter-Corporate Deposits (ICDs) granted by the Company to HOPL, with no fresh cash outflow involved. The disclosure has been made pursuant to Regulation 30 read with Schedule III, Part A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Transaction Overview

The transaction represents a conversion of unsecured ICDs into unsecured OFCDs of equivalent value. The Board of Directors of Heranba Industries had considered and approved this proposal at their meeting held on April 27, 2026, as communicated through an earlier intimation on the same date. The acquisition is a one-time transaction, completed upon allotment of the OFCDs by HOPL. No governmental or regulatory approvals were required for this transaction.

The key details of the acquisition are presented below:

Parameter: Details Instrument: Optionally Fully Convertible Debentures (OFCDs) Number of OFCDs Allotted: 45,00,00,000 (Forty Five Crores) Face Value per OFCD: ₹10/- Allotment Basis: At par, private placement Total Consideration: Rs. 450.00 Crores Consideration Type: Conversion of existing unsecured ICDs Date of Allotment: May 7, 2026 OFCD Type: 1% Unsecured OFCDs

About Heranba Organics Private Limited

HOPL is a material unlisted wholly owned subsidiary of Heranba Industries Limited, incorporated on August 29, 2022, and engaged in the business of Agro Chemicals. The company is incorporated and operates in India. The financial profile of HOPL, based on available audited data, is outlined below:

Parameter: Details Authorised Share Capital: Rs. 15,00,000/- divided into 1,50,000 Equity Shares of Rs. 10/- each Issued & Paid-up Share Capital: Rs. 10,00,000/- divided into 1,00,000 Equity Shares of Rs. 10/- each Industry: Agro Chemicals Date of Incorporation: August 29, 2022 Country of Presence: India

The last three years of HOPL's turnover are as follows:

Financial Year: Turnover FY 2024-25: Rs. 220.58 Crores FY 2023-24: Rs. 0.27 Crores FY 2022-23: Rs. Nil

Related Party and Shareholding Details

HOPL is a related party of Heranba Industries, being its wholly owned subsidiary. Mr. Sadashiv K. Shetty, Mr. Raghuram K. Shetty, Mr. Shiraj S. Shetty, Mr. Raunak R. Shetty, and Mr. Anilkumar M Marlecha serve as common directors on the Boards of both the Company and HOPL. The conversion of ICDs into OFCDs has been undertaken on an arm's-length basis. Heranba Industries continues to hold 100% of the equity share capital and control of HOPL both prior to and after the transaction, with no impact on shareholding or control.

Regulatory Compliance

The disclosure has been made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFDPoD-1/P/CIR/2023/123 dated July 13, 2023, and SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The filing was signed by Abdul Latif, Company Secretary and Compliance Officer (Membership No.: A17009), on May 7, 2026.

Heranba Industries Limited has published newspaper advertisements on April 22, 2026, confirming the dispatch of its postal ballot notice dated March 31, 2026, in compliance with SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The notice seeks shareholder approval for the appointment of two directors through special resolutions.

Regulatory Compliance and Publication Details

The company dispatched the postal ballot notice on April 21, 2026, and published advertisements in multiple newspapers on April 22, 2026, as required under Regulations 47 and 30 of the SEBI Listing Regulations. The advertisements were published in:

Publication: Language/Edition Financial Express: English (Ahmedabad) Financial Express: Gujarati (Ahmedabad) Financial Express: English (Mumbai) Mumbai Lakshadweep: Marathi (Mumbai)

The advertisements are also available on the company's website at www.heranba.co.in , ensuring comprehensive disclosure to all stakeholders.

Director Appointments Under Consideration

The postal ballot seeks approval for two key appointments through special resolutions:

Sr. No.: Director Details Position Type of Resolution 1: Mr. Omprakash Singh (DIN: 02103500) Non-Executive Independent Director Special Resolution 2: Mr. Roshan R Shetty (DIN: 08006518) Executive Director Special Resolution

E-Voting Schedule and Process

The company has established a comprehensive timeline for the remote e-voting process:

Parameter: Details Cut-off Date: Friday, April 17, 2026 E-Voting Commencement: Wednesday, April 22, 2026, at 09:00 a.m. (IST) E-Voting Conclusion: Thursday, May 21, 2026, at 05:00 p.m. (IST) Results Declaration: Within 2 working days from conclusion of e-voting Voting Method: Electronic means only (remote e-voting) Service Provider: Bigshare Services Private Limited

Proposed Director Profiles

Mr. Omprakash Singh brings over four decades of experience in secretarial practice and corporate laws. He holds a Bachelor of Laws (LL.B.) degree from the University of Bombay and is an Associate Member of the Institute of Company Secretaries of India (ICSI). The proposed appointment is for a first term of five consecutive years from April 01, 2026 till March 31, 2031.

Mr. Roshan R Shetty has been recommended for appointment as Executive Director for a five-year term commencing April 01, 2026. He holds degrees in Chemical Engineering from Institute of Chemical Technology and Georgia Institute of Technology, with over 6 years of experience in Chemical Process Design and Engineering. He currently holds 636,250 equity shares (1.59%) in the company and is associated with the company since 2020 as Head of Project, Research & Development.

Scrutinizer and Compliance Framework

The Board has appointed Mr. Prabhat Maheshwari (Membership No. FCS 2405, CP No. 1432) or failing him Mr. Nirmal Gupta (Membership No. ACS 45839, CP No. 27144) of M/s. GMJ & Associates, Practising Company Secretaries, as Scrutinizers for the postal ballot process. The notice is available on company and exchange websites, with results to be communicated to BSE Limited and National Stock Exchange of India Limited where the company's equity shares are listed.

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