Biofil Chemicals & Pharmaceuticals Ltd

BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED — Trading Window closed from Oct 01, 2026 for Un-Audited Financial Results for the quarter ended September 30, 2026; The Trading Window shall open 48 hours after the Un-Audited Financial Results for the quarter ended September 30, 2026 become generally available i.e. declaration of these Results to the Stock Exchanges.

Directorship Continuation

• Continuation of Ashok Kumar Ramawat as Non-Executive Independent Director.
• Term from AGM 23 Sep 2026 to 27 Sep 2027.
• Reason: attainment of age 75 and regulatory allowance.
• Profile: Bachelors in Science; 46 years pharma experience.
• Disclosure: Not related to other directors or KMP.
• Impact: Maintains independent director presence; no committee changes noted.

AGM Details

• Date, time, mode: 23 September 2026, 3:00 PM IST, VC/OAVM.
• Record date: 16 September 2026; remote e-voting window: 20–22 September 2026.

Key Resolutions

• Adopt Audited Financial Statements for the year ended March 31, 2026.
• Director Smitesh Shah re-appointed on rotation.
• Continuation of Ashok Ramawat as Non-Executive Independent Director beyond age 75.
• Approve Material Related Party Transaction with Cyano Pharma Private Limited.

Voting Results

• Item 1 passed with 99.9998% in favour.
• Item 2 passed with 99.9998% in favour.
• Item 3 passed with 100% in favour.
• Item 4 passed with 99.962% in favour.

Dividend

• No dividend proposed or declared.

Director Changes

• Continuation of Ashok Ramawat as Non-Executive Independent Director approved.

Material RPTs

• Approval of related party transaction with Cyano Pharma Private Limited; value not disclosed.

AGM Details

• 41st AGM held on 23 September 2026 via VC/OAVM; commenced 3:03 PM IST.
• Remote e-voting ran 20–22 September 2026; cutoff date 16 September 2026.
• Venue deemed at registered office; no physical attendance.

Resolutions

• Adopt audited financial statements and board report for FY ended March 31, 2026.
• Re-appoint director by rotation; eligible director offers re-appointment.
• Continuation of Ashok Kumar Ramawat as Independent Director beyond age 75.
• Approval of Material Related Party Transaction with Cyano Pharma Private Limited.

Voting Results

• Voting results not disclosed in the filing.

Dividend

• No dividend proposed or declared at the AGM.

Director Changes

• Smitesh Shah to be re-appointed as director.
• Ashok Kumar Ramawat to continue as Independent Director beyond 75.

Auditors

• Statutory audit report had no qualifications or adverse remarks.

Related Party Transactions

• Counterparty: Cyano Pharma Private Limited; Nature: material RPT; value not disclosed.

financial highlights

• Total income: 3147.75 Lakh in FY2025-26 vs 3370.74 in FY2024-25.
• Profit before tax: 344.96 Lakh, up from 73.61.
• Profit after tax: 278.60 Lakh, vs 55.78.
• EPS: Basic and diluted INR 1.71.
• Total comprehensive income: 278.29 Lakh.
• Gain from disposal of Indore undertaking boosted profitability.
• No dividend declared for the year.
• Integrated Annual Report filed; AGM on 23 September 2026.

segment performance

• Pharma revenue FY2025-26: 189.63 Lakh (vs 2666.03 in FY2024-25).
• Chemicals revenue FY2025-26: 943.19 Lakh (up from 674.18).
• Total external revenue: 2839.52 Lakh, down from 3340.22.
• Pharma segment: -30.77; Chemicals: 76.72; Unallocable: -9.22; Net: 36.73.
• Expansion plan: hormonal prep and direct compression granules; plant modernization.

capital allocation & land disposal

• Disposal of vacant leasehold land (80,156 sq m) approved via postal ballot on 13 Sep 2025.
• Sale proceeds estimated not less than INR 16 Crores; to clear lease dues.
• Proceeds to fund modernization and capacity improvements.
• MPIDC approval pending.
• Registered office moved to B/12-B Industrial Estate on 01 Sep 2025.

debt & liquidity

• Borrowings: Rs 302.00 Lakh; no long-term borrowings.
• Trade payables: Rs 1,706.04 Lakh; as at 31 Mar 2026.
• Trade receivables: Rs 2,758.60 Lakh.
• Cash and cash equivalents: Rs 332.65 Lakh.
• Adjusted net debt: Rs -30.65 Lakh; gearing -1.42%.
• Current ratio: 1.73.
• Operating cash flow: Rs -60.49 Lakh.
• Investing cash flow: Rs 113.74 Lakh inflow.
• Financing cash flow: Rs 253.86 Lakh inflow.

governance & board

• Board size six; 1 executive, 3 independent, 2 non-independent as of 31 Mar 2026.
• Smitesh Shah appointed Aug 23, 2025; regularized Sept 27, 2025.
• Ashok Ramawat and Satish Beohar reappointed as independent directors in Aug 2025.
• Ketan Shah redesignated as Chairman & MD from Aug 12, 2025.
• Board meetings: seven during FY2025-26.
• Audit Committee: five meetings; NRC: three; SRC: one; Finance: one.
• Independent directors have provided independence declarations.
• CS appointment delay; penalties paid; SAT appeal filed.

related party transactions

• Cyano Pharma Private Limited is related party; CPPL transactions subject to Regulation 23.
• FY2025-26 CPPL transactions: Rs 518.99 Lakh total.
• FY2026-27 omnibus approval: up to Rs 20 Crores; turnover-based threshold.
• Notable items: Sale 241.25 Lakh; Purchase 62.74 Lakh; Job Work 79.83 Lakh in 2025-26.
• Asset sale with CPPL: 215.00 Lakh in 2025-26.

audit & compliance

• Statutory auditors: Maheshwari & Gupta; unmodified opinion.
• Secretarial auditors: Joshi Sahay & Co; five-year term; some observations.
• Secretarial compliance report filed; MD & CFO certification.
• No material non-compliances; whistleblower policy in place.
• No fraud reported; internal controls adequate and effective.

outlook & risks

• Pharma sector outlook: growth in US generics and branded markets.
• Domestic growth likely mid-teens in FY2026-27; R&D incentives discussed.
• Risks: price pressures, supply chain, regulatory delays, currency exposure.
• Company aims to optimize operations and invest in product launches.

AGM Details

• Date and time: 23 September 2026, 3:00 PM IST.
• Mode: VC/OAVM; venue deemed at registered office.
• Voting cut-off date: 16 September 2026.
• Notice and annual report available online.

Key Resolutions

• Adopt Audited Financial Statements for FY2025-26 with Board, Auditor, MD&A, and Corporate Governance.
• Re-appoint Smitesh Shah as Non-Executive Non-Independent Director.
• Continue Ashok Kumar Ramawat as Non-Executive Independent Director beyond age 75.
• Approve CPPL related party transactions up to Rs 20 Crores for FY2026-27.
• Omnibus approval for FY2026-27 up to the 42nd AGM (max 15 months).

CPPL Related Party Transactions

• CPPL is the related party; transactions include sale/purchase and job work.
• Aggregate CPPL transactions up to Rs 20 Crores for FY2026-27.
• Audit Committee reviewed; pricing to be on arm's length basis.
• Proposed RPT may exceed materiality threshold; ~70.43% of FY2025-26 turnover.
• Promoter/MD Ketan Shah and Director Smitesh Shah are CPPL related parties.
• Past CPPL transactions totaled Rs 518.99 Lakhs; current year-to-date Rs 39.37 Lakhs.
• No external valuation relied; no defaults by CPPL.

Director Changes

• Smitesh Shah to be reappointed as Non-Executive Non-Independent Director.
• Ashok Kumar Ramawat to continue as Non-Executive Independent Director beyond age 75.
• Board recommended these resolutions; no remuneration details disclosed.

Director continuation

• Change type: Continuation of Non-Executive Independent Director.
• Name and designation: Ashok Kumar Ramawat, Non-Executive Independent Director.
• Reason: continuation despite age 75 under Regulation 17(1A).
• Effective/term: continuation approved subject to Special Resolution at the 41st AGM.
• Original appointment: 25 August 2020.
• Profile: Bachelors in Science; 46 years pharma experience.
• Relationships: not related to any director or KMP.
• Board meeting: held on 11 August 2026.