Kesar Petroproducts Ltd

AGM outcomes

• 36th AGM held 28 Sep 2026 via VC/OAVM; Scrutinizer report submitted.
• Item 1: adopt standalone financial statements for year ended 31 Mar 2026; passed.
• Total votes polled: 61,189,695; 99.9979% in favour.
• Item 2: appoint Ramjan Kadar Shaikh as director (re-appointment); passed.
• Item 3: re-appointment of Ramjan Kadar Shaikh as Whole-time Director; Aug 12, 2026–Aug 11, 2031; passed.
• Record date for AGM: 21 September 2026.
• Scrutinizer report dated 28 Sep 2026 submitted.

AGM Details

• AGM held 28 September 2026 via VC/OAVM.
• Remote e-voting 25–27 September 2026; results after AGM.
• Cut-off date for voting eligibility: 21 September 2026.

Resolutions

• Ordinary resolution: adopt standalone financial statements and reports.
• Ordinary resolution: reappoint director retiring by rotation.
• Ordinary resolution: re-appoint Ramjan Kadar Shaikh as Whole-time Director.

Voting Results

• Resolution 1 passed; 122 in favour, 2 against.
• Resolution 2 passed; 120 in favour, 4 against.
• Resolution 3 passed; 119 in favour, 5 against.

Director Changes

• Ramjan Kadar Shaikh retires by rotation and stands for reappointment.
• Shaikh re-appointed as Whole-time Director for 2026–2031.

Kesar Petroproducts Limited - Trading Window closed from 01 October 2026 till 48 hours after the announcement of the Un-Audited Financial Results for the quarter ended 30 September 2026.

AGM Details

• 36th AGM held on 28 Sep 2026 at 01:00 PM IST via VC/OAVM; deemed venue: registered office.
• Remote e-voting conducted 25-09-2026 to 27-09-2026; facility available at meeting.

Key Resolutions

• Ordinary: Adopt standalone financial statements and related reports.
• Ordinary: Appointment of Ramjan Kadar Shaikh as director on retirement by rotation.
• Ordinary: Re-appointment of Ramjan Kadar Shaikh as Whole-time Director (2026-2031).

Voting Status

• Attendance: 46 members attended via VC/OAVM; meeting concluded 01:17 PM.
• EVoting results to be disseminated within 48 hours of meeting conclusion.

Financial performance

• Revenue from operations Rs 18,722 Lakh; up from Rs 18,517 Lakh.
• Total turnover & other income Rs 18,874 Lakh in FY2025-26.
• Net profit after tax Rs 998 Lakh; EPS Rs 1.00.
• Profit before tax Rs 1,243 Lakh; down from Rs 1,331 Lakh.
• EBITDA proxy before interest and depreciation Rs 2,242 Lakh.
• Finance costs (interest) Rs 391 Lakh.
• Dividend: No dividend declared for FY25-26.
• Borrowings: No borrowings or fund-raising during year.

Operations & capacity

• Single segment: Organic chemicals and pigments.
• Production capacities: CPC Blue Crude 1500 MT/month; Alpha Blue 200; Beta Blue 400.
• Facility leased to Kesar Petroproducts for running.
• Global presence in 15 countries.
• Raw material costs linked to crude oil; price volatility.
• Expansion into by-products; zero-liquid-discharge project underway.

Capital structure & equity

• Paid-up equity capital Rs 9,66,73,170 comprising 9,66,73,17 shares.
• 2,02,00,000 warrants issued; 25% received; 75% due on exercise.
• Warrants outstanding unexercised as of 31 March 2026.
• Proceeds from warrants used for working capital; 25% upfront forfeited on non-exercised warrants.
• Listed on BSE; Script Code 524174; Demat ISIN INE133C01033.
• Shareholding split: 75.86% NSDL; 18.46% CDSL; 5.67% Physical.

Governance & board

• Board size six; 3 Independent Directors; 1 woman; WTD Ramjan Shaikh.
• Independent Directors meet separately; meeting held March 28, 2026.
• Audit Committee comprised of four members; five meetings in year.
• Secretarial audit notes RBI registration; CSR expenditure pending.
• CEO/CFO certification and compliance with Code of Conduct.
• Familiarization program for Independent Directors.

Related party transactions

• Policy requires related party transactions to be approved by Audit Committee.
• Shreyas Intermediates Ltd: sale/purchase Rs 20 Cr; rent Rs 48 Lakh; purchases Rs 1,668.66 Lakh; sales Rs 1,655.32 Lakh.
• Cyan Formulators Pvt. Ltd: sale/purchase Rs 50 Cr; rent Rs 3.88 Lakh.
• Malvika Herbopharma Pvt. Ltd: rent Rs 1.62 Cr.
• Annexure B contains detailed disclosures; omnibus approvals used for repetitive transactions.

Audit, controls & compliance

• Statutory auditors: M/s A. Sachdev & Co; Internal: M/s ATJ & Co; Secretarial: M/s Pankaj S. Desai.
• Internal controls are adequate and operating; no material weaknesses.
• Secretarial audit notes RBI registration; CSR compliance ongoing.
• Management discussion includes risk management and internal controls details.

CSR, ESG & compliance

• Business Responsibility Report not applicable for top 500/1000 turnover threshold.
• CSR expenditure for 2025-26 pending; steps being taken to comply.
• Sexual harassment complaints: NIL during the year.
• Compliance certificate on Corporate Governance attached.

Outlook & risks

• Geopolitical trade headwinds and China countervailing duties impact margins.
• Raw material price volatility and rupee fluctuations affect costs.
• Strategy focuses on capacity utilization, cost reduction, and cash efficiency.
• Pigments demand in paints and inks expected to recover gradually.

Management changes

• Re-appointment of Ramjan Kadar Shaikh as Whole-Time Director for 5 years; 25 years' Stores/Purchases experience.
• Recommended for re-appointment at the ensuing AGM.
• Pankaj S. Desai appointed Scrutinizer for AGM via OAVM, effective 14 Aug 2026.
• Internal Auditor appointed: ATJ & Co. LLP Jain for FY 2026-27, effective 14 Aug 2026.

AGM calendar of events

• Scrutinizer consent received and scrutinizer appointed on 14/08/2026.
• Board resolution dated 14/08/2026 authorizes a functional director to oversee the process.
• Notice dispatch deadline: 06/09/2026.
• Newspaper publication for e-voting and AGM notice by 07/09/2026.
• E-voting list cut-off: 21/09/2026.
• E-voting period open 25/09/2026 9:00 AM to 27/09/2026 5:00 PM.
• AGM scheduled for 28/09/2026 at 1:00 PM (registered office).
• Scrutinizer report and Chairman’s result to be declared by 30/09/2026.
• E-voting records to be handed over to Chairman by 30/09/2026.

AGM/Book Closure

• Book closure for 36th AGM from 22 Sep 2026 to 28 Sep 2026 to record shareholders.
• Cut-off date for remote e-voting fixed at 21 Sep 2026 to determine eligible voters.
• AGM scheduled on 28 Sep 2026 at 01:00 PM at the registered office.
• Purpose: 36th AGM.

Q1 FY27 highlights

• Q1 FY27 revenue from operations net of GST: ₹4,912 Lakhs; total income ₹4,923 Lakhs.
• Q1 PAT ₹51 Lakhs; Basic EPS ₹0.05.
• YoY revenue from operations declined ~0.8% to ₹4,912 Lakhs from ₹4,953.
• Year ended 31 Mar 2026: revenue ₹21,840 Lakhs; net profit ₹968.

Board meeting outcomes

• Unaudited standalone quarterly results for quarter ended 30 June 2026 approved with Limited Review Report.
• Recommend appointment of Ramjan Kadar Shaikh (DIN 08286732) as Director retiring by rotation for AGM.
• Re-appointment of Ramjan Kadar Shaikh as Whole-time Director for a second term, subject to member approval.
• Directors Report and Notice of 36th AGM approved and adopted.
• Register of Members and Transfer Books closing fixed 22 September to 28 September 2026.
• Scrutinizer Pankaj S. Desai appointed for E-voting at 36th AGM via OAVM.
• Secretarial Audit Report for FY 2025-26 approved.
• Internal Auditor for FY 2026-27 appointed as ATJ & Co. LLP Jain.
• Noted SEBI LODR compliance for quarter ended 30 June 2026.
• Decided to call 36th AGM via VC/OAVM on 28 September 2026 at 1:00 PM.

Calendar, book closure and annexure

• 36th AGM scheduled via VC/OAVM on 28 September 2026 at 1:00 PM.
• Book closure from 22 to 28 September 2026.
• Cut-off date for remote e-voting set as 21 September 2026.
• E-voting open from 25 Sept 2026 9:00 AM to 27 Sept 2026 5:00 PM.
• Notice dispatch to shareholders by 06 Sept 2026; newspaper notice by 07 Sept 2026.
• Annexure I: Re-appointment details of Whole-Time Director for five years; 25 years experience in Stores Purchases.