Ishita Drugs & Industries Ltd

Dematerialisation status

• Securities received for dematerialisation up to Sep 30, 2026 were confirmed to depositories and listed on exchanges.
• Physical dematerialisation certificates were mutilated and cancelled; depository name substituted as registered owner within 15 days.

AGM Details

• Date and time: 30 September 2026 at 11:30 a.m.
• Mode: physical meeting at Hotel Krishna Lila, Sanand, Gujarat.
• Attendance: 32 members attended in person.

Key Resolutions

• Ordinary Resolution 1: Adopt Audited Financial Statements for the year ended 31 March 2026.
• Ordinary Resolution 2: Appoint Auditors for 2026-27 and fix remuneration.
• Special Resolution 3: Re-appoint Mrs. Abha Agrawal as Non-Executive Director post-75, retires by rotation.
• Ordinary Resolution 4: Approve Related Party Transactions with Ishita Pharmaceuticals.

Director Changes

• Re-appointment of Mrs. Abha Agrawal as Non-Executive Director post-75.

Auditor Appointments

• Auditors appointed for 2026-27; remuneration to be fixed.

Material Related Party Transactions

• Approve Related Party Transactions with Ishita Pharmaceuticals.

Ishita Drugs & Industries Ltd — Closure of Trading Window

HDFC loan facility

• Fund upgrading project to comply with Revised Schedule M for Sanand facility.
• Total facility Rs 11.75 crore: Term Loan Rs 9.75 crore and Working Capital Rs 2.00 crore.
• Execution date: 22 September 2026.
• Security: First charge on immovable and movable assets at Survey No. 179/1, Vasna Iyava, Sanand.
• Outstanding balance: NIL.
• Lender: HDFC Bank Limited; loan types: Term Loan and Working Capital Facility.
• Related party status: No related party relationship or RPT.

Financing approval

• Board approved borrowings from HDFC Bank totaling Rs 11.75 crore.
• Term loan of Rs 9.75 crore and working capital facility of Rs 2.00 crore.
• Sanction letter dated 17 September 2026 referenced.

Regulatory/compliance basis

• Borrowing within limits approved by shareholders at the 31st AGM on 30 September 2024 under Section 180(1)(c).

Meeting Details

• No meeting date, time, or location disclosed in the document chunk.

AGM notice and access to annual report

• 33rd AGM scheduled for 30 September 2026 at 11:30 AM in Gujarat.
• Notice and Annual Report for FY 2025-26 accessible online for members lacking registered email.
• Cut-off date for email registration: 21 August 2026.
• Annual Report for 2025-26 accessible on the company website.
• KYC update requested; register email with DP or RTA.
• Company Secretary and Compliance Officer signed the communication.
• Dispatch of shareholder letters completed on 27 August 2026.

Financial performance

• Total income: ₹151,333,790; down marginally YoY.
• Revenue from operations: ₹146,602,274 in FY2025-26.
• Net profit after tax: ₹7,784,784; down 10.32% YoY.
• EPS: ₹2.60 per share; prior year ₹2.90.
• Dividend declared: none for FY2025-26.

Upgradation and capex plan

• Upgradation under Revised Schedule M initiated; dismantling and new buildings in progress.
• Repairs ₹54.87 lakh; new buildings ₹174.73 lakh; equipment ₹58.30 lakh.
• Advances paid ₹13.69 lakh; project continues into current year.
• Debt to partially fund upgrade; banks negotiating for funds.
• Post-upgrade: potential WHO GMP certification enabling broader exports.

Capital structure & dividends

• Authorised share capital ₹6 crore; paid-up capital ₹2.99 crore; no change.
• Dividend for 2025-26 not recommended.
• No public deposits accepted during the year.
• Equity share capital: 29,90,300 shares of ₹10 each.

Related party transactions & governance

• Material RPTs with Ishita Pharmaceuticals and Anvi Lifesciences; recurring, arm's length.
• RPTs may exceed 10% turnover in 2026-27; ordinary resolution required.
• Audit Committee to review IP & ALPL transactions quarterly.
• Special resolution: Abha Agrawal reappointment beyond age 75.
• Statutory auditors: M/s Jaymin Shah & Associates appointed for 1 year.

Board, committees & governance culture

• Board of four directors: MD, two independents, one promoter.
• Independent Directors hold a separate meeting; February 11, 2026.
• Audit Committee: three directors; chaired by an independent director.
• Nomination & Remuneration Committee: three directors; chaired by an independent.
• Stakeholders Relationship Committee: three directors; chaired by a non-exec.

Remuneration & employees

• MD remuneration ₹51.0 lakh; CFO ₹31.8 lakh; Company Secretary ₹3.12 lakh.
• Total KMP remuneration: ₹34.92 lakh; no other director remuneration.
• 17 permanent employees as on 31.03.2026.
• Median remuneration multiple: 17.08x; average non-KMP remuneration grew 10.41%.

Audit, risk & internal controls

• Independent Auditor's Report: no material qualifications; going concern affirmed.
• Secretarial audit: no qualifications; compliance framework in place.
• Internal financial controls: adequate and operating effectively.
• CARO 2020 disclosures: no major issues flagged.

Outlook & regulatory risk

• Regulatory risk from Revised Schedule M; upgradation poses funding and skilled manpower challenges.
• Post-upgrade, export opportunities to semi-regulated/regulated markets increase.
• Management expects new product lines with upgraded facilities.

AGM details

• AGM date/time/mode: 30 Sep 2026, 11:30 AM, physical meeting with e-voting facility.
• Venue: Manthan, Hotel Krishna Lila, Sanand, Gujarat.
• Members register and share transfer books closed 24.09.2026 to 30.09.2026.
• Remote e-voting window: 27 Sep 2026 9:00 AM to 29 Sep 2026 5:00 PM; cut-off 23 Sep 2026.
• Scrutinizer: Meenu Maheshwari.

Resolutions proposed

• Adoption of Audited Financial Statements for year ended 31 Mar 2026.
• Re-appointment of Statutory Auditors for one year.
• Re-appoint Abha Agrawal as Non-Executive Non-Independent Director post-75 years.
• Approve related party transactions with Ishita Pharmaceuticals.
• Approve related party transactions with Anvi Lifesciences Private Limited.

Voting status

• Resolution 1: Adoption of financial statements — outcome not disclosed.
• Resolution 2: Re-appointment of Statutory Auditors — outcome not disclosed.
• Resolution 3: Re-appointment of Abha Agrawal — outcome not disclosed.
• Resolution 4: IP & ALPL RPTs — outcome not disclosed.
• Resolution 5: Anvi Lifesciences RPT — outcome not disclosed.

Material related party transactions

• RPT with Ishita Pharmaceuticals may exceed turnover threshold; RPTs to be arm's length basis.
• RPT with Anvi Lifesciences may exceed turnover threshold; arm's length basis.
• RPTs to IP and ALPL to be reviewed quarterly by Audit Committee.

Director changes

• Abha Agrawal to be re-appointed as Non-Executive Non-Independent Director.