Khemani Distributors & Marketing Ltd

KMP changes

• Resignation of Ms. Charmi Soni as Company Secretary and Compliance Officer.
• Ms. Muskan Sadani appointed as Company Secretary and Compliance Officer.
• Updated KMP structure and disclosure of authorized KMP contact details.

Appointment details

• Name and designation: Ms. Muskan Sadani, Company Secretary and Compliance Officer.
• Effective date of appointment: 8 August 2026.
• Reason for change: appointment to CS & CO role.
• Brief profile: ACS-81052, ICSI associate, Commerce graduate with secretarial exposure.
• Disclosure of relationships: No relationship with any Director.
• Additional governance roles: None disclosed.

AGM Details

• AGM date and time: 04 August 2026 at 11:00 AM, at the registered office.
• Mode: physical meeting with electronic voting exemption; voting by ballot at AGM.
• Register of Members closes 03–04 August 2026.
• Cut-off date for voting and entitlement: 31 July 2026.
• Notice and annual report available on company and exchange websites.

Resolutions

• Adoption of Audited Standalone Financial Statements for the year ended March 31, 2026.
• Re-appointment of Anupa Amitkumar Khemani as Non-Executive Director.
• Re-appointment of M/s B. Chordia & Co. as Statutory Auditors for five years.
• Remuneration for auditors to be fixed by the Board.

Voting Status

• Voting results not disclosed in this notice.

Director Changes

• Anupa Amitkumar Khemani to be re-appointed as Non-Executive Director.

Auditor Appointments

• M/s B. Chordia & Co. re-appointed as Statutory Auditors for five years.

RPT & Other Disclosures

• No material related party transactions disclosed in notice.

Financial performance

• Revenue from operations: Rs 6,769.78 L (FY26) vs Rs 8,756.24 L (FY25).
• Total income: Rs 7,936.29 L (FY26) vs Rs 9,211.84 L (FY25).
• Profit before tax: Rs -1,734.86 L; prior year Rs 1,807.80 L.
• Net profit after tax: Rs -1,296.24 L; prior year Rs 1,369.65 L.

Business operations

• KDML remains HUL redistribution stockist in Surat.
• Focus on digital tools and Shikhar e-B2B adoption.
• No change in business nature; FMCG trading and securities.

Segment & KPIs

• FMCG segment revenue Rs 9,610.30 L; securities segment loss Rs 2,840.52 L; net sales Rs 6,769.78 L.
• Debtors turnover 27.20x; inventory turnover 184.67x.
• Current ratio 0.43; debt‑to‑equity 0.52.
• Operating margin 21.85%.

Capital & dividends

• Paid-up share capital Rs 11.487 crore; authorized Rs 11.50 crore.
• Dividend for FY2025-26 not declared due to loss.
• AGM to consider re-appointment of Anupa Amitkumar Khemani as Director.

Debt & liquidity

• Short-term borrowings Rs 3,268.05 L; long-term borrowings Rs 43.47 L.
• Cash and cash equivalents Rs 139.19 L; current ratio 0.43.
• Debt‑to‑equity stands at 0.52.

Governance & board

• Board size six as of 31-03-2026.
• Independent Director Pratibha Pankaj Gulgulia appointed 20 Aug 2025; regularized 17 Sep 2025.
• Four board meetings held in FY26; attendance high.
• Statutory Auditor M/s B Chordia & Co. re‑appointed for five years (to 2031‑32).

CSR & sustainability

• CSR spend Rs 41.00 L; required Rs 40.92 L; shortfall nil.
• Contribution to Khemani Welfare Foundation (CSR0003806) of Rs 41.00 L.

Audit & compliance

• Auditors' report: unmodified; no material misstatements.
• SEBI LODR related party disclosure delay fined Rs 5.9 lakh; resolved.
• Secretarial audit: Annexure-4 attached; no major observations.

Risks & outlook

• Opportunities: expand Modern Trade reach in South Gujarat; potential carrying depot.
• Risks: weak monsoon, rising input costs, currency volatility, competition.
• Outlook: long-term FMCG growth remains positive; focus on cost control and growth.

Demat/rematerialisation status

• RTA states Regulation not applicable; all shares are in demat form, no requests in quarter.

Meeting Details

• Board meeting scheduled for 28 May 2026 at 4:00 PM.
• Location: Registered Office of the Company.

Key Agenda Items

• Approve audited financial statements for year ended 31 March 2026.
• Approve results for half year and year ended 31 March 2026.
• Consider statement of assets and liabilities and cash flow statement for year ended 31 March 2026.

Other Notes

• Trading window closed from 1 April 2026 until 48 hours after results declaration.

Management Changes

• Mr. Amit Mahavirprasad Jain ceased as Independent Director effective 01/01/2026 after completing second and final term.
• Cessation due to completion of tenure; no re-appointment or new appointment made.
• No disclosed relationships between Mr. Jain and other directors or management.
• Disclosure of cessation was delayed; company is implementing corrective measures.

Board Changes

• Mr. Amit Mahavirprasad Jain ceased as Independent Director effective 01/01/2026 upon completing second and final term.