Colinz Laboratories Ltd

Financial performance

• Total income Rs 662.05 Lacs; down from Rs 682.56 Lacs.
• Revenue from operations Rs 613.61 Lacs; other income Rs 48.44 Lacs.
• Profit before tax Rs 68.91 Lacs; tax expense Rs 17.46 Lacs; PAT Rs 51.45 Lacs.
• Total comprehensive income after OCI Rs 56.87 Lacs.
• EPS Rs 2.04 (basic and diluted).
• Dividend for FY2025-26 not declared.
• Net worth Rs 1004.31 Lacs; paid-up equity Rs 251.91 Lacs.
• Factory sale of Nasik plant for ₹4 Crores.
• Open Offer triggered for 34.56% promoter stake; process ongoing.

Capital structure & liquidity

• Borrowings: current Rs 38.99 Lacs; no long-term borrowings.
• Current ratio 4.63x.
• Debt-Equity ratio 0.04x.
• Net cash from operating activities Rs 254.11 Lacs.
• Cash and cash equivalents end year Rs 852.91 Lacs.
• Shareholding distribution: Promoter 49.56%; Promoter Group 16.45%; Public 32.32%.

Operations & developments

• Nasik factory sold for ₹4 Crores; sale completed June 18, 2026.
• Sale proceeds to be recognised per applicable accounting standards.
• Production now on third-party/loan license basis.
• Single segment; MSME engaged in off-patented products with long shelf life.

Governance & oversight

• Vijaya Mani appointed Additional Director on 11 Nov 2025.
• N. K. Menon re-appointed WTD/CEO for 2026-27.
• Ms. Falguni Kumawat appointed Company Secretary from 1 Dec 2025.
• Board: 8 meetings; Audit Committee: 6 meetings; Independent Directors meetings held.
• Nomination & Remuneration Committee met 5 times.

Dividends & capital allocation

• Dividend for FY2025-26 not declared.
• No equity issues or buybacks in the year.
• Promoter Open Offer for 34.56% stake; ongoing.

Shareholder information & AGM

• 40th AGM on 22 Sep 2026 at 2:30 PM via VC/OAVM.
• Remote e-voting window: 19-21 Sep 2026; cutoff 15 Sep 2026.
• Notice and AR on company website; NSDL e-voting portal.
• Registrar & Transfer Agent: Bigshare Services.

Audits & compliance

• Statutory auditors: M/s Vora & Associates; appointment until 41st AGM.
• No auditors' qualifications or fraud reported.
• Secretarial audit by Sanjay Dholakia; Annexure A attached.

Book closure & AGM details

• Book closure: 15 September 2026 to 22 September 2026 (inclusive) for the AGM.
• AGM date: 22 September 2026, held via VC/OAVM.
• E-voting window: 19 September 2026 9:00 IST to 21 September 2026 17:00 IST; cut-off 15 September 2026.
• Security: Equity shares of Colinz Laboratories Ltd.

AGM Details

• AGM date/time: 22 September 2026 at 2:30 PM IST via VC/OAVM.
• Venue deemed at registered office; proceedings via VC/OAVM.
• Register closed 15-22 September 2026; cut-off for remote e-voting 15 September 2026.

Ordinary Business

• Item 1: Adopt audited financial statements, directors' report, and auditors' report.
• Item 2: Re-appointment of Mr. N. K. Menon as Director, retiring by rotation.

Special Business

• Item 3: Appoint Mrs. Vijaya Mani as Non-Executive promoter director, liable to rotate.
• Item 4: Re-appoint Mr. N. K. Menon as WTD & CEO for one year with remuneration.

Remuneration Details

• Salary range: 7.5–12.5 LPA; allowances 7.5 LPA; gratuity up to 15 days.
• Term: 1 Oct 2026 to 30 Sep 2027; retirement by rotation.

Open Offer Overview

• Acquirers: three entities; PAC: one person.
• Target company: Target Company.
• Trigger: open offer under SEBI SAST for substantial acquisition.

Offer Details

• Shares to be acquired: a fixed number representing a material stake.
• Offer price: per-share cash offer; total consideration disclosed.
• Mode of payment: cash.
• Type of offer: open offer under SEBI SAST; triggered by substantial acquisition.

Transaction Background

• Regulatory trigger: SEBI SAST-based substantial acquisition.
• No other background transactions disclosed in this chunk.

Timeline and Eligibility

• Reminder advertisement published in August 2026.
• Eligible: public shareholders of the target.

Regulatory/Other Information

• Regulatory framework: SEBI SAST compliance required.

Open offer details

• Open offer to acquire up to 6,54,966 shares (26% voting) at ₹54 per share.
• Acquirers: Annjana Dugar, Likhitta Dugar, Antariksh Dugar; PAC: Padam Dugar.
• Offer not conditional; no minimum acceptance; not a competing offer; may require approvals later.
• Offer opens 07 Aug 2026 and closes 20 Aug 2026; through BSE Acquisition Window.
• Offer size maximum ₹3,53,68,164; price ₹54; aggregate value disclosed.
• Escrow ₹89 lakh with ICICI Bank; exceeds 25% of offer consideration; escrow details provided.
• SPA: Acquirers to buy 8,70,500 shares from Vijaya Mani at ₹50; post-SPA holdings 37.01%.
• Post offer potential promoter share 75.56% (assuming full acceptance); promoters reclassification planned.
• Target: Colinz Laboratories Limited; FY2026 PAT ₹51.45 lakh; net worth ₹1,004.31 lakh; borrowings ₹38.99 lakh.
• Independent directors to review and publish recommendations; delay/withdrawal risks; SEBI/LODR compliance noted.

Financial results

• Approved unaudited Q1 FY2026-27 results for quarter ended 30 June 2026, with Limited Review.

Governance and reports

• Approved Directors' Report for FY ended 31 March 2026.
• Approved MD&A, Corporate Governance Report, and CEO certification for FY2026.
• Noted Secretarial Audit Report for year ended 31 March 2026.

Director appointments

• Approved appointment of Vijaya Mani as Director (Promoter & Non-Executive), liable to rotation, subject to AGM approval.
• Recommended appointment of N.K. Menon as WTD/CEO for 1 year (Oct 2026–Sept 2027), subject to approval.

AGM and calendar

• Approved draft AGM notice and conferencing method for the 40th AGM.
• Register of Members to be closed 15–22 Sep 2026 for the AGM.
• Voting window 19–21 Sep 2026; cut-off 30 Sep 2026 for eligibility.

Auditors and secretarial

• Appointed Sanjay Dholakia & Associates as Secretarial Auditor for FY 2026-27.
• Appointed CA Ajay Ramsevak Sharma as Internal Auditor for FY 2026-27.

Regulatory disclosures

• Annexures disclose information under Regulation 30 SEBI LODR 2015.

Meeting Details

• Board meeting on 3 July 2026 at 3:30 PM at registered office, Mulund, Mumbai.

Key Agenda Items

• Consider and approve unaudited Q1 FY2026 financial results for the quarter ended June 30, 2026.
• Approve Director's Report for the year ended March 31, 2026.
• Approve MD&A, Corporate Governance Report, CEO Certification, and related documents.
• Note Secretarial Audit Report for FY ended March 31, 2026.
• Fix book closure dates and record date.
• Recommend appointment of Secretarial Auditor for FY 2026-27.
• Recommend appointment of Internal Auditor CA Ajay Ramsevan Sharma for FY 2026-27.
• Approve draft notice of forthcoming Annual General Meeting.
• Any other specific point with chair's permission.

Other Notes

• Trading window closes on 30 July 2026 for declaration of Q1 FY2026 results.

Colinz Laboratories Ltd - Closure of Trading Window from July 1, 2026 till 48 hours after the announcement of financial results for the quarter ending June 2026.