Parmax Pharma Ltd — Important, 01-01-1970: Company Update
To,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai - 400 001,
Maharashtra, India.
Sub: Submission of Public Announcement to the public shareholders of Parmax Pharma Limited
Scrip ID: PARMAX | Scrip Code: 540359
Ref: Open offer for acquisition of upto 23,46,250 (Twenty-Three Lakhs Forty-Six Thousand Two Hundred and
Fifty) fully paid-up equity shares of face value of ₹ 10.00 each (“Equity Shares”) of Parmax Pharma Limited
(the “Target Company”), representing 26.00% (Twenty-Six Percent) of the Expanded Voting Share Capital (as
defined below) of the Target Company from the Public Shareholders (as defined below) of the Target Company
by Dhiren Chandulal Shah (“Acquirer 1”) and Sunil Chinubhai Shah (“Acquirer 2”) hereinafter collectively
referred to as the (“Acquirers”) along with Dhairya Dhiren Shah (“PAC 1”), Hiren Pravin Doshi (“PAC 2”),
Sheetal Hiren Doshi (“PAC 3”), Nirmal Sunilbhai Shah (“PAC 4”), Rupa Sunil Shah (“PAC 5”), Vijaykumar
Natvarlal Shiyani (“PAC 6”), Kamlesh Natvarlal Shiyani (“PAC 7”), Abhay Chinubhai Shah (“PAC 8”), Umang
Alkesh Gosalia (“PAC 9”) and Meena Alkesh Gosalia (“PAC 10”) ( (PAC 1, PAC 2, PAC 3, PAC 4, PAC 4, PAC
5, PAC 6, PAC 7, PAC 8, PAC 9 and PAC 10, collectively referred to as the “PACs”), in their capacity as
persons acting in concert with the Acquirers for the purposes of the Open Offer (“Offer” or “Open Offer”)
Dear Sir/ Madam,
In relation to the captioned offer, we, Fedex Securities Private Limited, Manager to the proposed Open Offer herewith
enclose the Copy of Public Announcement, in compliance with Regulation 14(2) and 15 of Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended.
Kindly take the same on your record.
Thanking You,
Yours faithfully,
Yours faithfully,
For Fedex Securities Private Limited
Antara Chogle
Manager
Date: June 08, 2026
Place: Mumbai
Encl: Public Announcement
----------------Page (0) Break----------------
PUBLIC ANNOUNCEMENT UNDER REGULATION 3(1) AND REGULATION 4 READ WITH REGULATION 13, REGULATION 14 AND
REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND
TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO
FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF PARMAX PHARMA LIMITED
Open offer for acquisition of upto 23,46,250 (Twenty-Three Lakhs Forty-Six Thousand Two Hundred and Fifty) fully paid-up equity shares of
face value of ₹ 10.00 each (“Equity Shares”) of Parmax Pharma Limited (the “Target Company”), representing 26.00% (Twenty-Six Percent) of
the Expanded Voting Share Capital (as defined below) of the Target Company from the Public Shareholders (as defined below) of the Target
Company by Dhiren Chandulal Shah (“Acquirer 1”) and Sunil Chinubhai Shah (“Acquirer 2”) hereinafter collectively referred to as the
(“Acquirers”) along with Dhairya Dhiren Shah (“PAC 1”), Hiren Pravin Doshi (“PAC 2”), Sheetal Hiren Doshi (“PAC 3”), Nirmal Sunilbhai Shah
(“PAC 4”), Rupa Sunil Shah (“PAC 5”), Vijaykumar Natvarlal Shiyani (“PAC 6”), Kamlesh Natvarlal Shiyani (“PAC 7”), Abhay Chinubhai Shah
(“PAC 8”), Umang Alkesh Gosalia (“PAC 9”) and Meena Alkesh Gosalia (“PAC 10”) ( (PAC 1, PAC 2, PAC 3, PAC 4, PAC 4, PAC 5, PAC 6,
PAC 7, PAC 8, PAC 9 and PAC 10, collectively referred to as the “PACs”), in their capacity as persons acting in concert with the Acquirers for
the purposes of the Open Offer (“Offer” or “Open Offer”), pursuant to and in compliance with the requirements of the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST)
Regulations”).
This public announcement (“Public Announcement” or “PA”) is being issued by Fedex Securities Private Limited, the manager to the Offer (“Manager
to the Offer”), for and on behalf of the Acquirers and the PACs, to the Public Shareholders (as defined below) of the Target Company, with an intention
to acquire substantial number of equity shares, voting rights and control of the Target Company, pursuant to and in compliance with the provisions of
Regulations 3(1) and 4, read with Regulations 13, 14, 15(1) and other applicable regulations of the SEBI (SAST) Regulations.
DEFINITIONS:
For the purpose of this PA, the following terms would have the meaning assigned to them below:
a) “Equity Shares” shall mean the fully paid-up equity shares of face value of ₹ 10.00/- (Rupees Ten) each of the Target Company;
b) “Existing Share & Voting Capital” means paid-up share capital of the Target Company prior to Proposed Preferential Issue i.e., ₹ 3,74,13,000
divided into 37,41,300 equity shares of face value of ₹ 10.00 each;
c) “Expanded Voting Capital” shall mean the total voting equity share capital of the Target Company after taking into account all potential increases
in the voting equity share capital expected as of the 10th (tenth) working day from the closure of the tendering period for the Offer. This includes (i)
22,80,444 Acquirers Equity Shares (as defined below) proposed to be allotted by the Target Company to the Acquirers and PACs by way of
Preferential Issue (as defined below), subject to, inter alia, the approval of the shareholders of the Target Company and other statutory/ regulatory
approvals, if any; (ii) 8,57,142 Equity Shares proposed to be allotted by the Target Company to allottees under public category by way of preferential
issue, subject to, inter alia, the approval of the shareholders of the Target Company and other statutory/ regulatory approvals, if any; (iii) 17,16,574
Acquirers Warrants (as defined below), to be allotted by the Target Company to Acquirers and PAC 1 to PAC 8 by way of Preferential Issue (as
defined below), subject to, inter alia, the approval of the shareholders of the Target Company and other statutory/ regulatory approvals, if any, each
carrying a right to subscribe to 1 (one) Equity Share which may be exercised in one or more tranches during the period commencing from the date
of allotment until the expiry of 18 (eighteen) months from the date of allotment; and (iv) 4,28,571 Warrants, to be allotted by the Target Company
to allottees under public category by way of the preferential issue, subject to, inter alia, the approval of the shareholders of the Target Company and
----------------Page (1) Break----------------
other statutory/ regulatory approvals, if any, each carrying a right to subscribe to 1 (one) Equity Share which may be exercised in one or more
tranches during the period commencing from the date of allotment until the expiry of 18 (eighteen) months from the date of allotment;
d) “Proposed Preferential Issue” means the proposed preferential issue of (i) 31,37,586 Equity Shares, out of which 22,80,444 Equity Shares will be
issued to the Acquirers and the PACs at an issue price of ₹ 36.50/- per Equity Share and 8,57,142 Equity Shares will be issued to allottees under
public category at an issue price of ₹ 36.50/- per Equity Share, and (ii) 21,45,146 warrants convertible into equity shares (“Warrants”), out of which
17,16,574 warrants will be issued to the Acquirers and PAC 1 to PAC 8 at ₹ 36.50/- per warrant and 4,28,571 warrants to allottees under public
category at ₹ 36.50/- per warrant, as approved by Board of Directors of the Target Company at their Board Meeting held on Monday, June 08, 2026,
subject to approval of members and other statutory/ regulatory approvals.
e) “Parties to the Share Purchase Agreement” shall collectively mean Dhiren Chandulal Shah (“Acquirer 1”) and Sunil Chinubhai Shah (“Acquirer
2”), Dhairya Dhiren Shah (“PAC 1”), Hiren Pravin Doshi (“PAC 2”), Sheetal Hiren Doshi (“PAC 3”), Nirmal Sunilbhai Shah (“PAC 4”), Vijaykumar
Natvarlal Shiyani (“PAC 6”) and Kamlesh Natvarlal Shiyani (“PAC 7”) (collectively “SPA PACs”) and the Sellers;
f) “Existing Promoters” shall mean the promoters and members of the promoter group of the Target Company as on the date of this PA, in accordance
with the provisions of Regulations 2(1)(s) and 2(1)(t) of the SEBI (SAST) Regulations, read with Regulations 2(1)(oo) and 2(1)(pp) of the SEBI
(ICDR) Regulations;
g) “Sellers” shall mean (i) Alkesh Mahasukhlal Gopani (“Seller 1”), (ii) Vipul Mahasukhlal Gopani (“Seller 2”), and (iii) Pravina Mahasukh Gopani
(“Seller 3”) who have entered into a Share Purchase Agreement dated Monday, June 08, 2026, with the Acquirers and SPA PACs;
h) “Public Shareholders” means all the public shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, other
than: (i) the Existing Promoters; (ii) the Acquirers and the PACs, (iii) the Parties to Share Purchase Agreement, and (iii) any persons deemed to be
acting in concert with the persons set out in (i) and (ii), pursuant to and in compliance with the SEBI (SAST) Regulations;
i) “SEBI” means the Securities and Exchange Board of India;
j) “Tendering Period” shall have the meaning ascribed to it under the SEBI (SAST) Regulations; and
k) “Working Day” means any working day of the Securities Exchange Board of India (“SEBI”).
1. Offer Details
Offer Size
The Acquirers and the PACs hereby make this Open Offer to the Public Shareholders to acquire up to 23,46,250 (Twenty
Three Lakhs Forty-Six Thousand Two Hundred and Fifty) Equity Shares (“Offer Shares”), constituting 26.00% (twenty six
percent) of the Expanded Voting Capital, at a price of ₹ 42.80/- (Indian Rupees Forty-two and Eight Zero Paise only) per
Offer Share aggregating to a total consideration of up to ₹ 10,04,19,500.00/- (Indian Rupees Ten Crores Four Lakhs Nineteen
Thousand Five Hundred only) (assuming full acceptance) (“Offer Size”), subject to the receipt of the required statutory/
regulatory approval and the terms and conditions mentioned in this Public Announcement and to be set out in the detailed
public statement (“DPS”) and the letter of offer (“Letter of Offer” or “LOF”) that are proposed to be issued in relation to
the Open Offer in accordance with the SEBI (SAST) Regulations.
Offer Price /
Consideration
The Equity Shares of the Target Company are frequently traded in terms of the SEBI (SAST) Regulations. The Open Offer
is made at a price of ₹ 42.80/- (Indian Rupees Forty-two and Eight Zero Paise only) per Offer Share (“Offer Price”), which
has been determined in accordance with Regulations 8(2) of the SEBI (SAST) Regulations. Assuming full acceptance of the
----------------Page (2) Break----------------
Offer, the total consideration payable by the Acquirer in accordance with the SEBI (SAST) Regulations will be ₹
10,04,19,500.00/- (Indian Rupees Ten Crores Four Lakhs Nineteen Thousand Five Hundred only).
Mode of Payment
The Offer Price is payable in cash in accordance with the provision of Regulation 9(1)(a) of the SEBI (SAST) Regulations,
2011, and the terms and conditions mentioned in this PA and to be set out in the DPS, the Draft Letter of Offer (“DLOF”),
the Letter of Offer and any corrigendum thereto, if any, that are proposed to be issued in accordance with the SEBI (SAST)
Regulations.
Type of Offer
This Open Offer is a mandatory open offer made by the Acquirers and the PACs in compliance with Regulations 3(1) and 4
of the SEBI (SAST) Regulations, pursuant to substantial acquisition of shares, voting rights, and control over the Target
Company by the Acquirer, subject to receipt of the required regulatory approval. This Open Offer is not conditional upon any
minimum level of acceptance as per Regulation 19(1) of the SEBI (SAST) Regulations. This Open Offer is not a competing
offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
2. Transaction which has triggered the open offer obligations (“Underlying Transaction”)
Details of Underlying Transaction
Type of
Transaction
(Direct/
Indirect)
Mode of Transaction (Agreement/
Proposed Allotment/ market purchase)
Shares / Voting rights acquired/
proposed to be acquired Total Consideration for
Equity Shares
/Voting rights
acquired
(in ₹)
Mode of
payment
(Cash/
securities)
Regulation
which has
triggered No. of Equity Shares
% vis a
vis total
equity /
voting
capital(1)
Direct
Share Purchase Agreement:
The Acquirers and SPA PACs have entered
into a Share Purchase Agreement dated
Monday, June 08, 2026 with the Sellers
(“SPA”), for acquisition of 11,52,450 (Eleven
Lakhs Fifty-two Thousand Four Hundred and
Fifty) Equity Shares at a price of ₹ 35.00/-
(Indian Rupees Thirty-Five only) per Equity
Shares, subject to and in accordance with the
terms and conditions contained in the SPA.
Acquirers – 5,38,315
Equity Shares
SPA PACs –
6,14,135 Equity
Shares
5.97%
6.81%
₹
4,03,35,750.00/-
(Rupees Four
Crores Three
Lakhs Thirty-
Five Thousand
Seven Hundred
and Fifty Only) Cash
Regulation
3(1) and 4
of SEBI
(SAST)
Regulations,
2011
Direct
Preferential Issue of Equity Shares and
Warrants:
The board of directors of the Target Company
passed a resolution on Monday, June 08, 2026
authorizing the issuance and allotment of the
following securities of the Target Company to
----------------Page (3) Break----------------
the Acquirers and PACs, by way of a
preferential issue on a private placement basis,
in the following manner (“Preferential
Issue”) (2):
a) 22,80,444 (Twenty-Two Lakhs Eighty
Thousand Four Hundred and Forty-Four)
Equity Shares (“Acquirers Equity
Shares”) at a price of ₹ 36.50/- (Indian
Rupees Thirty-Six and Five Zero Paise
only) per Equity Share to the Acquirers
and PACs by way of a preferential
allotment, for an aggregate consideration
of ₹ 8,32,36,206.00/- (Indian Rupees
Eight Crores Thirty-Two Lakhs Thirty-
Six Thousand Two Hundred and Six
only). The Preferential Issue is under
section 62 of the Companies Act, 2013
and in terms of SEBI (ICDR) Regulations
2018 and subject to statutory/ regulatory
approvals.
b) 17,16,574 (Seventeen Lakhs Sixteen
Thousand Five Hundred Seventy-Four)
warrants convertible into equity shares
(“Acquirers Warrants”) at a price of ₹
36.50/- (Indian Rupees Thirty-Six and
Five Zero Paise only) per warrant to the
Acquirers and PAC 1 to PAC 8 by way of
a preferential allotment, for an aggregate
consideration of ₹ 6,26,54,951.00/-
(Indian Rupees Six Crores Twenty-Six
Lakhs Fifty-Four Thousand Nine Hundred
Fifty-One only). The Preferential Issue is
under section 62 of the Companies Act,
2013 and in terms of SEBI (ICDR)
Regulations 2018 and subject to statutory/
regulatory approvals.
Acquirers – 6,96,101
Equity Shares
PAC 1 to 9 –
15,84,343 Equity
Shares
Acquirers – 6,17,209
Equity Shares
PAC 1 to PAC 8 –
10,99,365 Equity
Shares
7.71%
17.56%
6.84%
12.18%
₹ 8,32,36,206/-
(Indian Rupees
Eight Crores
Thirty-Two
Lakhs Thirty-Six
Thousand Two
Hundred and Six
only)
₹ 6,26,54,951/-
(Indian Rupees
Six Crores
Twenty-Six
Lakhs Fifty-Four
Thousand Nine
Hundred Fifty-
One only)
Total (4) 57.06% 51,49,468
----------------Page (4) Break----------------
Notes:
1. Calculated as a percentage of the Expanded Voting Capital.
2. The Acquirers Equity Shares and Acquirers Warrants shall be allotted within the timelines prescribed under regulation 170 of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, subject to, inter alia, the approval of the shareholders of the Target Company and other statutory approvals, if any.
3. Upon completion of the Underlying Transaction, the Sellers / Existing Promoters shall cease to hold any Equity Shares in the Target Company. The Existing Promoters shall relinquish the control and
management of the Target Company in favour of the Acquirers and PACs and accordingly, be declassified from the promoter and promoter group category in accordance with the provisions of Regulation
31A of the SEBI (LODR) Regulations, 2015.
4. In terms of regulation 38 of SEBI (LODR) Regulations, 2015 read with Rule 19(2) and 19A of the Securities Contract (Regulation) Rules, 1957, (the “SCRR”), as amended from time to time, the Target
Company is required to maintain at least 25% public shareholding on a continuous basis for listing. If as a result of acquisition of Equity Shares pursuant to the Underlying Transaction and/or the Open
Offer, the public shareholding in the Target Company falls below the minimum public shareholding requirement as per SCRR and the SEBI (LODR) Regulations, then the Acquirers and PACs have agreed
to take necessary steps to ensure compliance with the minimum public shareholding requirements in the manner and timelines prescribed under applicable law..
Pursuant to the consummation of the Underlying Transaction and subject to compliance with the SEBI (SAST) Regulations, 2011, the Acquirers and
PACs will acquire control over the Target Company and will be identified as promoters and members of the promoter group of the Target Company,
including in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI (LODR) Regulations, 2015”). The Acquirers and the PACs does not intend to delist the Target Company pursuant to this open offer in
accordance with the SEBI (SAST) Regulations and the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021.
3. Acquirers / PACs
Details Acquirer 1 Acquirer 2 PAC 1 PAC 2 PAC 3 PAC 4 PAC 5 PAC 6 PAC 7 PAC 8 PAC 9 PAC 10
Name of Acquirer(s) /
PAC(s)
Dhiren
Chandulal
Shah
Sunil
Chinubhai
Shah
Dhairya
Dhiren
Shah
Hiren
Pravin
Doshi
Sheetal
Hiren
Doshi
Nirmal
Sunilbhai
Shah
Rupa
Sunil Shah
Vijaykum
ar
Natvarlal
Shiyani
Kamlesh
Natvarlal
Shiyani
Abhay
Chinubhai
Shah
Umang
Alkesh
Gosalia
Meena
Alkesh
Gosalia
Address
1101, 11th
Floor, The
Art House,
V.M.
Road, 20
Swastik
Society,
J.V.P.D.
Scheme,
VTC, Vile
Parle –
West,
Mumbai
400056
31
Vidyabhav
an, 22/39
New
Jagnath
Plot, Dr.
Yagnik
Road,
Rajkot,
Gujarat,
360001
Plot No.
20, 12th
Floor, The
Art House,
V.L.
Mehta
Road,
Swastik
Society,
J.V.P.D.
Scheme,
VTC, Vile
Parle
West,
Mumbai
400056
206/C,
Dharam
Palace,
2nd Floor,
Hughes
Road,
Near Sukh
Sagar,
Gamdevi,
Grant
Road,
Mumbai,
400007
206/C,
Dharam
Palace,
2nd Floor,
Hughes
Road,
Near Sukh
Sagar,
Gamdevi,
Grant
Road,
Mumbai,
400007
31
Vidyabhav
an, 22/39
New
Jagnath
Plot, Dr.
Yagnik
Road,
Rajkot,
Gujarat,
360001
31
Vidyabhav
an, 22/39
New
Jagnath
Plot, Dr.
Yagnik
Road,
Rajkot,
Gujarat,
360001
3- Sardar
Nagar Co.
Op.
Society,
Mavdi
Road,
Rajkot,
Mavdi,
Gujarat,
360004
3- Sardar
Nagar
Society,
Mavdi
Road, Nr
Patel
Boarding
Rajkot,
Mavdi,
Gujarat,
360004
C-5
Snehadri
Apartment
, Shreyas
Tekra,
Ambawadi
,
Ahmadaba
d City,
Ahmedaba
d, Gujarat,
380015
A-1102
Bilipatra
Apartment
B/H Balaji
Hall
Off. 150 ft
Ring Road
Near K.G
Dholakiya
School
Rajkot,
Gujarat -
360004
A-1102
Bilipatra
Apartment
B/H Balaji
Hall
Off. 150 ft
Ring Road
Near K.G
Dholakiya
School
Rajkot,
Gujarat -
360004
Name(s) of persons in
control/ promoters of
Acquirer(s)/ PAC(s)
where Acquirer/
PAC(s) are companies
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Name of the group, if
any, to which the
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
----------------Page (5) Break----------------
Acquirer(s)/PAC(s)
belongs to
Pre-
transaction
shareholdin
g (A)
No. of
shares Nil Nil Nil Nil Nil 32,500(2) Nil Nil 7,500(2) Nil 200,000 4,74,800
% of
total
Voting
Share
Capital
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable
Not
Applicable 0.90%
Not
Applicable
Not
Applicable 0.21%
Not
Applicable 5.35% 12.69%
Equity
Shares
proposed to
be acquired
through
Share
Purchase
Agreement
transaction
(B)
No. of
shares 4,67,238 71,077 93,448 1,68,206 18,690 92,097 Nil 1,24,597 1,17,097 Nil Nil Nil
% of
total
Voting
Share
Capital
(3)
5.18% 0.79% 1.04% 1.86% 0.21% 1.02% Not Applicable 1.38% 1.30% Not Applicable Not Applicable Not Applicable
Equity
Shares
proposed to
be acquired
through
Preferential
Issue
(Acquirers
Equity
shares and
Acquirers
Warrants)
(C)
No. of
shares 11,39,905 1,73,405 2,27,981 4,10,365 45,596 3,09,547 1,30,569 3,03,974 3,05,260 6,07,950 3,42,466 Nil
% of
total
Expande
d Voting
Share
Capital
(3)
12.63% 1.92% 2.53% 4.55% 0.51% 3.43% 1.45% 3.37% 3.38% 6.74% 3.80% Not Applicable
Equity
Shares
proposed to
be acquired
through
Offer
transaction
assuming
full
acceptance
(D)
No. of
shares 11,73,125 11,73,125 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
% of
total
Expande
d Voting
Share
Capital
(3)
13.00% 13.00% Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable
Proposed
shareholdin
g after
acquisition
of shares
which
triggered
the Offer
No. of
shares 27,80,268 14,17,607 3,21,429 5,78,571 64,286 4,34,144 1,30,569 4,28,571 4,29,857 6,07,950 5,42,466 4,74,800
% of
total
Expande
d Voting
Share
Capital
(3)
30.81% 15.71% 3.56% 6.41% 0.71% 4.81% 1.45% 4.75% 4.76% 6.74% 6.01% 5.26%
----------------Page (6) Break----------------
(A+B+C+D)
(1)
Any other interest in the
Target Company None None None None None None None None None None
Managing
Director
of the
Target
Company
Mother of
Umang
Gosalia,
Managing
Director of
the Target
Company
Notes:
1) Assuming full acceptance of the Open Offer.
2) The pre-transaction shareholding of the PAC 4 and PAC 7 includes shares acquired from public shareholders pursuant to the Share Purchase Agreement (“SPA”) dated April 13, 2026, executed prior to
the Underlying Transaction; accordingly, such shares form part of the PACs' pre-transaction shareholding disclosed herein.
3) Including 31,37,586 Equity Shares to be issued by the Target Company to Acquirers, PAC 1 to 9 and allottees under public category and 21,45,145 Equity Shares to be issued by the Target Company to
Acquirers, PAC 1 to PAC 8 and allottees under public category on exercise of 21,45,145 Warrants (assuming exercise of all of the Warrants), through the Proposed Preferential Issue. The number of Equity
Shares to be acquired by each of the Acquirers under the Open Offer will be decided by the Acquirers basis the response received from the Public Shareholders under the Open Offer.
4) As per Regulation 38 of the SEBI (LODR) Regulations, 2015 read with Rule 19A of the Securities Contract (Regulation) Rules, 1957, as amended (“SCRR”), the Target Company is required to maintain
minimum public shareholding, as determined in accordance with the SCRR, on a continuous basis for listing. Upon completion of the Open Offer and the Underlying Transaction, if the public shareholding
of the Target Company falls below the minimum level of public shareholding as required to be maintained by the Target Company as per the SCRR and the SEBI (LODR) Regulations, 2015, the Acquirers
undertake to take necessary steps as required under applicable law to bring down the non-public shareholding to 75.00% (seventy five percent) through such routes and within such timelines as may be
permitted under law or approved by SEBI from time to time.
4. Details of Sellers (i.e., selling shareholders under the SPA)
The Acquirers and SPA PACs have entered into the Share Purchase Agreement (“SPA”) with the Sellers, on Monday, June 08, 2026, for acquisition
of the Sale Shares (i.e. 11,52,450 (Eleven Lakhs Fifty-Two Thousand Four Hundred and Fifty Only) fully paid-up Equity Shares of ₹ 10.00/- each
representing 12.77% of the Expanded Voting Capital of the Target Company) at a price of ₹ 35.00/- (Indian Rupees Thirty-Five only) per Equity Share
aggregating to ₹ 4,03,35,750.00/- (Indian Rupees Four Crores Three Lakhs Thirty-Five Seven Hundred and Fifty Only), subject to the terms and the
conditions as mentioned in the SPA. The Details of the Selling Shareholders are as stated hereunder:
Name of the Selling
Shareholders
Part of promoter
group (Yes/ No)
Details of Equity Shares / Voting Rights held by the Selling Shareholders
Pre-Transaction Post-Transaction
No. of Equity
Shares %*
No. of Equity
Shares %*
Alkesh Mahasukhlal
Gopani (Seller 1) Yes 6,70,380 7.43% Nil N.A.
Vipul Mahasukhlal
Gopani (Seller 2) Yes 4,81,370 5.33% Nil N.A.
Pravina Mahasukh
Gopani (Seller 3) Yes 700 0.01% Nil N.A.
Total 11,52,450 12.77%
*The percentage have been calculated on the basis of Expanded Voting Capital of the Target Company.
----------------Page (7) Break----------------
Notes:
(1) Upon completion of the Underlying Transaction, the Sellers / Existing Promoters shall cease to hold any Equity Shares in the Target Company. The Existing Promoters shall relinquish the control and
management of the Target Company in favour of the Acquirers and PACs and accordingly, be declassified from the promoter and promoter group category in accordance with the provisions of Regulation 31A
of the SEBI (LODR) Regulations, 2015.
(2) The Sellers have not been prohibited by SEBI, from dealing in securities, in terms of directions issued by SEBI under Section 11B of the SEBI Act or any other regulations made under the SEBI Act.
5. Target Company
Name of the Target Company Parmax Pharma Limited
Company Identification Number (“CIN”) L24231GJ1994PLC023504
Exchanges where Listed BSE Limited
Registered Office Address, Tel. No, Email
id, Website
Plot No. 20, Survey No. 52, Rajkot-Gondal National Highway No. 27, Hadamtala, Tal. Kotda Sangani,
Rajkot, Gujarat, 360311.
Tel. no.: +91 2827 270534
Email ID: cs@parmaxpharma.com
Website: www.parmaxpharma.com
Exchange where listed Equity Shares are listed on the BSE Limited (“BSE”)
Scrip Code for BSE Limited 540359
Scrip ID for BSE Limited PARMAX
ISIN INE240T01014
6. Other Details
6.1. This PA is made in compliance with the provisions of Regulation 13 of the SEBI (SAST) Regulations.
6.2. The DPS to be issued under the SEBI (SAST) Regulations shall be published in newspapers, within 5 (five) Working Days of this PA, in accordance
with Regulations 13(4), 14(3) and 15(2) of the SEBI (SAST) Regulations, i.e., on or before Monday, June 15, 2026. The DPS, shall, inter alia, contain
details of the Open Offer including detailed information on the Offer Price, the Acquirers, PACs, the Sellers, the Target Company, the background
to the Open Offer, statutory approvals required, details of financial arrangements and such other terms and conditions as applicable to this Offer. The
DPS will be published, as required by Regulation 14(3) of the SEBI (SAST) Regulations, in all editions of any one English national daily newspaper
with wide circulation, any one Hindi national daily newspaper with wide circulation, any one regional language daily newspaper with wide circulation
at the place where the registered office of the Target Company is situated i.e., Rajkot, and any one regional language daily newspaper at the place of
the stock exchange where the maximum volume of trading in the Equity Shares was recorded during the 60 (sixty) trading days preceding the date
of this Public Announcement i.e. Mumbai.
6.3. The Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations.
6.4. This PA is not being issued pursuant to a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.
6.5. The Acquirers and PACs have no intention to delist the Equity Shares of the Target Company pursuant to this Open Offer in accordance with the
SEBI (SAST) Regulations and the SEBI (Delisting of Equity Shares) Regulations, 2021.
6.6. The Acquirers and PACs undertake that they are aware of and will comply with their obligations as laid down in the SEBI (SAST) Regulations. The
Acquirers confirm that they have adequate financial resources to meet the obligations under the SEBI (SAST) Regulations for the purposes of the
Offer and have made firm financial arrangements for financing the acquisition of the Offer Shares, in terms of Regulation 25(1) of the SEBI (SAST)
----------------Page (8) Break----------------
Regulations.
6.7. The Underlying Transaction is subject to the satisfaction of certain conditions precedent and the SPA not being terminated prior to Closing. This
Open Offer is also subject to the other terms and conditions mentioned in this PA, and as will be set out in the DPS, the DLOF, and the Letter of
Offer that are proposed to be issued in accordance with the SEBI (SAST) Regulations.
6.8. The information pertaining to Target Company and/or Sellers contained in this PA has been compiled from the information published or publicly
available sources and/ or provided by the Target Company or the Sellers, as the case may be. Accordingly, the accuracy of such information has not
been independently verified by any of the Acquirers, PACs and/or the Manager to the Offer and none of the Acquirers, nor the PACs nor the Manager
to the Offer accept any responsibility with respect to such information relating to the Target Company and/or the Seller.
6.9. In this PA, all references to “Rs.” or “₹” or “INR” are references to Indian Rupees and any discrepancy in figures as a result of multiplication or
totalling is due to rounding off.
Issued by the Manager to the Offer on behalf of the Acquirers and PACs:
FEDEX SECURITIES PRIVATE LIMITED
B7, Jay Chambers, Dayaldas Road, Vile Parle East, Mumbai – 400057, Maharashtra, India
Tel. No.: +91 81049 85249
Email: mb@fedsec.in
Website: www.fedsec.in
Contact Person: Antara Chogle / Saipan Sanghvi
SEBI Registration Number: INM000010163
Signed by Acquirers and PACs:
Sd/-
Dhiren Chandulal Shah
(“Acquirer 1”)
Sd/-
Sunil Chinubhai Shah
(“Acquirer 2”)
Sd/-
Dhairya Dhiren Shah
(“PAC 1”)
Sd/-
Hiren Pravin Doshi
(“PAC 2”)
Sd/-
Sheetal Hiren Doshi
(“PAC 3”)
Sd/-
Nirmal Sunil Shah
(“PAC 4”)
Sd/-
Rupa Sunil Shah
(“PAC 5”)
Sd/-
Vijaykumar Natvarlal
Shiyani
(“PAC 6”)
Sd/-
Kamlesh Natvarlal
Shiyani
(“PAC 7”)
Sd/-
Abhay Chinubhai Shah
(“PAC 8”)
Sd/-
Umang Alkesh Gosalia
(“PAC 9”)
Sd/-
Meena Alkesh Gosalia
(“PAC 10”)
Place: Mumbai
Date: June 08, 2026
----------------Page (9) Break----------------
