Archit Organosys Ltd

AGM Details

• Date: 30 September 2026.
• Mode: VC/OAVM.
• Meeting concluded at 1:44 PM.
• Remote e-voting ran 27 September 2026 10:00 AM to 29 September 2026 5:00 PM.

Key Resolutions

• Adopt Audited Financial Statements for the year ended 31 March 2026 (Ordinary Resolution).
• Re-appoint Kandarp K Amin as Director on rotation.
• Dividend proposed: Rs 1 per equity share (face value Rs 10).
• Remuneration payable to Cost Auditors for FY 2026-27 to be ratified.
• Approve Material Related Party Transactions.
• Approve transactions under Section 185 of the Companies Act 2013.
• Increase limits for loans, investments, guarantees or security under Section 186.

Voting Status

• Combined voting results to be announced within two working days after AGM.

Dividend

• Dividend proposed: Rs 1 per share.

Director Changes

• Kandarp K Amin to be re-appointed as Director on rotation.

Auditor Appointments

• Remuneration payable to Cost Auditors for FY 2026-27 to be ratified.

Material Related Party Transactions

• Approval of Material Related Party Transactions.

Other Material Approvals

• To increase limits for loans/investments/guarantees/ security under Section 186.

Financials

• Total income for year ended 31 March 2026: 14,383.71 Lacs.
• Revenue from operations: 14,095.25 Lacs.
• Profit after tax: 803.21 Lacs.
• Profit before tax: 1,099.25 Lacs.
• Earnings per share: ₹3.91 (basic and diluted).
• Dividend proposed: ₹1 per equity share.
• Net debt to equity: 30.55%.
• Total borrowings: 2,466.38 Lacs.
• Cash and cash equivalents: 137.41 Lacs.

AGM Corrigendum & agenda

• Corrigendum to AR withdraws AGM Items 8–10 from the notice.
• Item 8: Increase in Authorized Share Capital withdrawn.
• Item 9: Acquisition of Archit Life Science Limited withdrawn.
• Item 10: Preferential issue of equity shares withdrawn.
• AGM date: 30 Sep 2026 via VC/OAVM.
• Dividend payment date: within 30 days of AGM.
• AR corrigendum available on company website and BSE.

Governance & Audit

• Statutory auditors: M/s G. K. Choksi & Co.
• Secretarial audit: Ankit Sethi & Associates; no adverse remarks.
• Board meetings held: Seven times during the year.
• Independent Directors affirm independence; declarations provided.
• Board includes one woman director: Archana Amin.

Capital structure & debt

• Borrowings (non-current + current) total 2,466.38 Lacs.
• Net debt to equity: 30.55%.
• Paid-up equity share capital: 2,052.07 Lacs.
• Total equity: 7,623.27 Lacs; reserves 5,571.20 Lacs.
• Term loans secured by land, plant, and three directors’ guarantees.

Related party transactions & policies

• Related party transactions disclosed; all in ordinary course and arms' length.
• RPT policy available on company website.
• Annexure F details RPTs; no material conflicts noted.

CSR & sustainability

• CSR policy focuses on health, environment, education; policy on website.
• CSR spend for FY26: Rs 14.00 Lacs; two percent of avg net profit: Rs 13.06 Lacs.
• CSR activities include local initiatives in Ahmedabad and Kheda.
• CSR committee not constituted due to CSR obligation being below threshold; Board discharged duties.

Outlook & risk management

• Risk management policy in place; no material risks identified.
• Regulatory compliance maintained; no penalties in last three years.
• Internal financial controls deemed adequate; internal auditor engaged.
• Labour Codes impact recognized; defined benefit obligations provided.

AGM logistics & notices

• Notice for 33rd AGM served electronically; AGM via VC/OAVM.
• Remote e-voting: 27–29 Sep 2026; voting ends before AGM.
• Special resolutions include cost auditor remuneration, related party transactions, and section 186/185 approvals.

AGM Details

• AGM date/time/mode: 30 Sep 2026, 1:30 PM, VC/OAVM.
• Register of Members closed 24–29 Sep 2026.
• Dividend entitlement based on records as on 23 Sep 2026.
• Corrigendum withdraws Items 8–10 from AGM agenda.

Key Resolutions

• Adopt Audited financial statements for year ended 31 March 2026; voting results not disclosed.
• Re-appoint Kandarp K Amin as director by rotation; voting results not disclosed.
• Declare dividend of Re 1 per share; voting results not disclosed.
• Ratify cost auditor remuneration for FY2026-27 at Rs 75,000; voting results not disclosed.
• Approve related party transactions with Archit Life Science Limited; voting results not disclosed.
• Approve Section 185 transactions for loans/guarantees up to Rs 200 crore; voting results not disclosed.
• Increase Section 186 limits to Rs 400 crore; voting results not disclosed.

Dividend Details

• Dividend proposed: Re 1 per share (10%).

Directors

• Kandarp K Amin to be re-appointed by rotation (retiring by rotation).

Auditors

• Statutory auditor: M/s G.K. Choksi & Co.

Related Party Transactions

• Related party: Archit Life Science Limited; loan and goods transactions described; values per year as disclosed.

Other Material Approvals

• Corrigendum withdraws Items 8-10 from AGM agenda; Items 4-7 remain for consideration.

Key Decisions

• Board withdrew Item 8: increase in authorized share capital and MOA alteration.
• Board withdrew Item 9: acquisition of 67.44% stake in Archit Life Science Limited.
• Board withdrew Item 10: preferential equity issue.
• In-principal approval for preferential issue with BSE sought; withdrawal aligned with restructuring.
• No anticipated adverse impact on financial position or ongoing operations due to withdrawal.
• Company will make disclosures as required under applicable laws.

AGM Details

• Date and time: 30 September 2026, 1:30 PM.
• Mode: two-way Video Conferencing or other audiovisual means (VC/OAVM).
• Record date: 23 September 2026.
• Register closure: 24–29 September 2026.

Key Resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026 (Ordinary).
• Re-appointment of Kandarp K. Amin as Director on rotation (Ordinary).
• Dividend proposal: Rs 1 per equity share (subject to member approval).
• Ratification of Cost Auditors remuneration for FY 2026-27 (Ordinary).
• Approval of material related party transactions with Archit Life Science Limited.
• Approval of transactions under Section 185 for loans/guarantees to related entities.
• Increase in limit for loans/investments/guarantees under Section 186.
• Increase in Authorized Share Capital and alteration of MOA.
• Acquisition of Archit Life Science Limited by share swap (Material RPT).
• Preferential issue of equity shares for consideration other than cash to ALSL shareholders.

Voting Results

• Voting outcomes not disclosed in this filing.

Dividend

• Proposed final dividend: Rs 1.00 per share (10%), payable subject to approval.

Director Changes

• CFO change: Ajay P. Patel resigned; Anilkumar G. Patel appointed CFO from 1 July 2025.
• Company Secretary: Pruthvik R. Soni resigned; Chirag Chouhan appointed as Company Secretary from Aug 1 2025.
• Re-appoint Kandarp Amin as Chairman and Whole-Time Director for 3 years from 1 Apr 2026.
• Re-appoint Archana Amin as Whole-Time Director for 3 years from 1 Apr 2026.
• Re-appoint Archit Amin as Whole-Time Director for 3 years from 12 May 2026.
• Re-appoint Nikul J. Patel as Independent Director for 5 years up to Aug 2031.

Auditors

• Statutory Auditor: M/s G. K. Choksi & Co. continuing.
• Cost Auditor remuneration proposed: Rs 75,000 plus expenses; to be ratified.
• Internal Auditor: M/s S. N. Shah & Associates appointed.

Material Related Party Transactions

• Loans to Archit Life Science Limited; outstanding at year-end Rs 2,927.44 L, aggregate loan during year Rs 2,456.56 L.
• Sale of goods/services to Archit Life Science Limited: Rs 603.08 L.
• WTD remuneration and other director/KMP remuneration disclosed; total WTD remuneration around Rs 2.49 Cr.
• CFO remuneration Rs 3.81 L; Company Secretary Rs 2.00 L (as per disclosure).

Other Material Approvals

• CSR: policy disclosed; CSR spend Rs 14.00 L; CSR obligation Rs 13.06 L; committee not formed due to below-threshold profit.
• CSR policy and projects are available on the company website.
• Increase in Authorized Capital to Rs 60 Crore with MOA amendment.

Financial performance

• Total income for FY2025-26: Rs 14,383.71 Lakh; up 11.77% YoY.
• Revenue from operations: Rs 14,095.25 Lakh.
• Profit before tax: Rs 1,099.25 Lakh.
• Profit after tax: Rs 803.21 Lakh.
• Basic and diluted EPS: Rs 3.91.
• Net profit margin: 6.02%.
• Dividend proposed: Rs 1 per share.
• Operating cash flow: Rs 268.46 Lakh.
• Paid-up equity capital: Rs 2,052.07 Lakh.
• Net debt: Rs 2,328.97 Lakh; debt/equity 30.55%.

Geography and product mix

• Geographic revenue: India Rs 11,657.25 Lakh; Rest of World Rs 1,690.62 Lakh.
• Total external revenue: Rs 13,347.87 Lakh.
• Manufactured goods revenue: Rs 8,424.61 Lakh.
• Traded goods revenue: Rs 4,923.26 Lakh.
• Other operating revenue: Rs 747.38 Lakh.
• Single operating segment; no IND AS 108 disclosure.

Capital structure and liquidity

• Equity share capital: Rs 2,052.07 Lakh.
• Total borrowings: Rs 2,466.38 Lakh; current Rs 2,185.70 Lakh; non-current Rs 280.68 Lakh.
• Cash and cash equivalents: Rs 137.41 Lakh.
• Net debt: Rs 2,328.97 Lakh; net debt to equity 30.55%.
• Dividend payable within 30 days of AGM.

Strategic corporate actions

• ALSL acquisition via share swap; up to 3.72 Cr shares at Rs 65 each.
• ALSL stake to be acquired: 92.20% of ALSL; non-cash consideration.
• Total consideration for ALSL: Rs 177.11 Crore; ALSL valuation Rs 130 per share.
• Total preferential issue: up to 3.72 Cr shares; post-issue promoter stake 70.57%.
• Valuation by Procurve Valux; relevant date 31 Aug 2026.
• Post-issue promoter holding up to 70.57%.

Governance and management changes

• CFO Ajay P. Patel resigned June 2025; Anilkumar G. Patel appointed July 2025.
• Company Secretary Pruthvik Soni resigned July 2025; Chirag Chouhan appointed Aug 2025.
• Kandarp Amin reappointed as Chairman & WTD from Apr 2026 for 3 years.
• Archana Amin reappointed as WTD from Apr 2026 for 3 years.
• Archit Amin reappointed as WTD from May 2026 for 3 years.
• Nikul Patel reappointed Independent Director for 5 years to Aug 2031.
• Board meetings held: seven in the year; governance processes reaffirmed.

Audit, control and compliance

• Statutory auditor: G. K. Choksi & Co; no qualifications.
• Internal financial controls: adequate and operating; CEO/CFO certifications provided.
• Secretarial audit: Ankit Sethi & Associates; no adverse remarks.
• CSR policy uploaded; CSR committee not constituted as threshold not met.
• Related party transactions disclosed; policy on company website.

CSR and sustainability

• CSR spend: Rs 14.00 Lakh; 2% average net profit obligation Rs 13.06 Lakh.
• Excess spend for set-off: Rs 0.093 Lakh; net unspent CSR balances noted.
• CSR focus areas include health, environment, education, rural transformation, safe drinking water.

Contingent liabilities and risk disclosures

• Contingent tax liabilities: Income tax Rs 38.28 Lakh; appeals pending.
• Customs duties for export obligations: Rs 10.11 Lakh.
• No material capital commitments outstanding.

Outlook and risks

• Outlook favorable for MCA/SMCA/CAC, with pharma link and export expansion.
• Regulatory risk: environmental norms; raw material price volatility.
• Strategic growth through pharma diversification and geographic expansion.

Dividend record date and related dates

• To determine shareholders for dividend payment as may be declared at the AGM.
• Fully paid-up equity shares of Rs 10 each.
• Record date: 23 September 2026.
• Book closure: 24 September 2026 to 29 September 2026.
• Final dividend for FY2025-26 recommended, subject to shareholder approval.
• Dividend payable within 30 days from AGM.
• Electronic beneficiaries as at 23 September 2026.
• Physical holders to receive dividend after valid transmission by 23 September 2026.

Issuance Details

• Securities: Equity shares.
• Issuance: Preferential issue for consideration other than cash via swap with Archit Life Science.
• Issuing up to 37,248,344 equity shares; aggregate value approx Rs 2,421,142,360 at Rs 65.
• Issue price and premium: Rs 65 per share; premium Rs 55.
• Acquisition for Archit Life Science: 1,86,24,172 shares valued Rs 130 each.
• Investors: promoter group and non-promoter; names in Annexure A.
• Post-issue holdings: per Annexure B.
• Subject to shareholder approvals at AGM and regulatory approvals.
• Authorised capital raised to Rs 60 crore; MOA alteration, subject to AGM approvals.
• Valuation report from Procurve Valux Private Limited obtained.
• Relevant date for preferential issue: 31 August 2026.
• Annexure A lists allottee names; Annexure B post-issue holdings.