**BSE Scrip Code: 531409 | ISIN: INE964C01011** Alchemist Corporation Limited (formerly **Haryana Fibres Limited**) is an Indian listed entity currently undergoing a foundational transformation. Following a change in management control in **June 2025**, the company is pivoting from a legacy diversified trading and consultancy model toward a high-growth strategy centered on **Ad-Tech, Digital Transformation, and Emerging Technologies**. --- ### **Strategic Reorientation & Change in Control** The company is currently in a "transition phase" following a definitive change in ownership. On **April 04, 2025**, a Share Purchase Agreement (**SPA**) was executed, leading to a mandatory **Open Offer** and a subsequent shift in management. * **New Promoter Profile:** The Acquirer, **Wallet Circle Technologies Limited** (operating under the brand **Z1 Tech**), is a specialist in **Ad-Tech** and digital advertisement solutions. They manage audience-targeted campaigns across **OTT/CTV**, Desktop, and Mobile platforms. * **Management Transition:** Management control was formally assumed on **June 06, 2025**. **Mr. Arjit Sachdeva** was appointed as **Managing Director**, signaling a shift toward technology-led leadership. * **Corporate Mandate Overhaul:** In **September 2025**, the company amended its Memorandum of Association (**MOA**) to delete legacy business clauses and insert new sub-clauses focused on **Software, IT, and Emerging Technologies**. * **Asset Rationalization:** New management is empowered to sell or retain immovable properties and current investments to optimize the balance sheet for new business lines. A **2-year moratorium** on alienating significant assets has been stated, except in the ordinary course of business. --- ### **Diversified Business Verticals & Service Capabilities** While the company is transitioning toward a tech-heavy model, its charter allows for operations across several distinct sectors. | Vertical | Key Offerings & Focus Areas | | :--- | :--- | | **Ad-Tech & Digital** | Engineering **advertising exchanges**, data-driven marketing analytics, and performance marketing solutions. | | **Software & IT Services** | Design and maintenance of **AI/Machine Learning** applications, **ERP solutions**, **Cloud-based systems**, and **Cyber Security**. | | **Consultancy & R&D** | Business consultancy, venture capital surveys, human capital development, and scientific/mathematical research prototyping. | | **Trading & Manufacturing** | Manufacturing and retailing of **Gold Jewelry**, gems, and bullion; export focus on non-ferrous metal handicrafts. | | **Agricultural Commodities** | Processing and marketing of crops including sugarcane, wheat, rice, and soya beans. | | **Digital Commerce** | Operation of online marketplaces, mobile loyalty programs, and **Fintech/Blockchain** solutions. | --- ### **Financial Performance & Capital Structure** The company’s financial health has been characterized by volatility, with recent profitability driven by accounting adjustments rather than core operations. * **Profitability Trends:** The company reported a **loss for FY 2024-25**, leading to a recommendation of **Nil dividend**. This follows a profit in **FY 2023-24** which was primarily attributed to the **writing back of time-barred creditors** and liabilities. * **Key Financial Metrics (as of March 31, 2024):** * **Current Ratio:** **0.74** (reflecting tight short-term liquidity). * **Debt-Equity Ratio:** **0.04**. * **Gearing Ratio:** **12.15%**. * **Return on Investment (ROI):** **0.01** (distorted by liability write-backs). * **Capital Position:** * **Authorized Share Capital:** **₹ 7,50,00,000**. * **Paid-up Share Capital:** **₹ 4,91,43,330** (comprising **49,14,333** equity shares of **₹ 10** each). #### **Transaction Summary: Mandatory Open Offer** | Parameter | Details | | :--- | :--- | | **Acquirer** | **Wallet Circle Technologies Limited** | | **Acquisition Size (SPA)** | **36,42,200** Shares (**74.11%** stake) | | **Open Offer Size** | Up to **12,72,133** Shares (**25.89%** stake) | | **Offer Price** | **₹ 16.00** per equity share (Cash) | | **Escrow Deposit** | **₹ 2,03,54,128** (100% of offer consideration) | --- ### **Corporate Structure & Infrastructure** * **Subsidiary Operations:** The company holds a **53.86%** stake in **Kautilya Infotech Limited**. This unlisted subsidiary has reported **NIL revenue** in recent quarters, mirroring the parent's transitional state. * **Operational Framework:** The company utilizes a "flat organization system" for human resources and maintains internal controls overseen by an **Audit Committee**. Financials are prepared under **Ind AS**. * **Registered Office:** Recently relocated to **Connaught Place, New Delhi**, to align with the new corporate identity. --- ### **Risk Factors & Compliance History** Investors should note significant risks associated with the company’s historical compliance and current liquidity. * **Listing & Surveillance:** The company is listed on the **BSE (Scrip Code: 531409)** but is currently traded under **Graded Surveillance Measures (GSM) Stage-4**. Shares are classified as **infrequently traded**. * **Compliance Track Record:** The company has faced multiple trading suspensions (FY **2020-21**, **2021-22**, and **2023-24**) due to non-payment of **Annual Listing Fees (ALF)**. While these have been revoked (most recently on **October 07, 2024**), the history indicates past administrative lapses. * **Going Concern & Liquidity:** Auditors previously identified **material uncertainty** regarding the company's ability to meet liabilities due within one year. The **CFO**, Mr. Giriraj Gupta, resigned effective **January 30, 2026**, leaving a vacancy in a key oversight role. * **Public Shareholding Requirement:** Per **SEBI (LODR)**, the company must maintain a **25%** public float. If the Open Offer exceeds this threshold, the Acquirer is mandated to divest the excess promoter holding within **12 months**. * **Information Risk:** Much of the current strategic disclosure relies on publicly available data that has **not been independently verified** by the Acquirer or the Manager to the Offer.