Kimia Biosciences Ltd

Directors appointed / re-appointed

• Amulya Kumar Nayak appointed/regularised as Director; effective 28 September 2026; liable to retire by rotation.
• Ms. Reema Goyal appointed as Non-Executive Independent Woman Director; effective 4 April 2026; 5-year term.
• Mr. Avinash Prabhat appointed as Non-Executive Independent Director; effective 4 April 2026; 5-year term.
• Mr. Sameer Goel re-appointed as Managing Director / Director; effective 28 September 2026; liable to retire by rotation.

AGM details

• AGM held on 28 September 2026 at 3:10 PM IST via VC/OAVM.
• Record date: 21 September 2026; on-record shareholders: 12,751.

Key resolutions and outcomes

• Resolution 1 (Ordinary): Adopt Audited Financial Statements and reports; passed.
• Resolution 2 (Ordinary): Re-appointment of Sameer Goel (retiring by rotation); passed.
• Resolution 3 (Ordinary): Remuneration of Cost Auditors for FY ended 31 March 2026; passed.
• Resolution 4 (Ordinary): Appoint Amulya Kumar Nayak as Director by rotation; passed.
• Resolution 5 (Ordinary): Appoint Reema Goyal as Independent and Non-Executive Woman Director; passed.
• Resolution 6 (Ordinary): Appoint Avinash Prabhat as Independent and Non-Executive Director; passed.
• Resolution 7 (Special): Increase borrowing limit under section 180(1)(c); passed.
• Resolution 8 (Special): Create mortgage/charge on assets; passed.
• Resolution 9 (Special): Loans, investments, guarantees or security u/s 185; passed.
• Resolution 10 (Special): Increase limits for investments/loans/guarantees u/s 186; passed.

Dividend

• No dividend proposed or approved.

Director changes

• Sameer Goel re-appointed as director (retiring by rotation).
• Amulya Kumar Nayak appointed as director (retiring by rotation).
• Reema Goyal appointed as Independent Non-Executive Woman Director.
• Avinash Prabhat appointed as Independent Non-Executive Director.

Auditors

• Remuneration of Cost Auditors for FY ending 31 March 2026 approved.

Material related party transactions

• No material related party transactions disclosed.

Other material approvals

• Borrowing limit increased under section 180(1)(c); passed.
• Mortgage/charge on assets created; passed.
• Loans/investments/guarantees approved under section 185; passed.
• Increase in limits for investments/loans/guarantees under section 186; passed.

AGM details

• AGM held on 28 September 2026 at 3:10 PM IST via VC/OAVM.
• Meeting concluded at 3:30 PM IST.
• Quorum confirmed and notice circulated under MCA/SEBI Circulars.

Resolutions put to vote

• Ordinary: Adopt audited financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint director retiring by rotation (Sameer Goel).
• Ordinary: Approve remuneration of Cost Auditors for FY ending 31 March 2026.
• Ordinary: Appoint Amulya Kumar Nayak as Director by rotation.
• Ordinary: Appoint Reema Goyal as Independent Non-Executive Woman Director.
• Ordinary: Appoint Avinash Prabhat as Independent Non-Executive Director.
• Special: Increase borrowing limit under section 180(1)(c).
• Special: Create mortgage/charge on company assets.
• Special: Approve loans, investments, guarantees, or security under section 185.
• Special: Increase limits for investments/loans/guarantees under section 186.

Voting results

• Voting results not disclosed in the filing; Scrutinizer's report to be submitted.

Director changes

• Sameer Goel retires by rotation; proposed for re-appointment.
• Amulya Kumar Nayak appointed as Director by rotation.
• Reema Goyal appointed as Independent & Non-Executive Woman Director.
• Avinash Prabhat appointed as Independent & Non-Executive Director.

Auditor approvals

• Remuneration of Cost Auditors approved for FY ending 31 March 2026.

Kimia Biosciences Ltd Trading Window closed from 1 October 2026 till the expiry of 48 (Forty-Eight) hours after the declaration of the Unaudited Financial Results for the quarter and half-year ended 30 September 2026.

Appointments/Resignations

• Re-appointment of Mr. Sameer Goel as Director liable to rotation; subject to AGM approval.
• Appointment of Mr. Amulya Kumar Nayak as Non-Executive Director; subject to AGM approval.
• Appointment of Ms. Reema Goyal as Non-Executive Independent Woman Director for 5 years; subject to AGM.
• Appointment of Mr. Avinash Prabhat as Non-Executive Independent Director for 5 years; subject to AGM.

Remuneration & Cost Audit

• Remuneration to Cost Auditors Mahesh Singh & Co. ₹40,000 plus out-of-pocket; Cost Audit Report FY2025-26 taken on record.

Corporate Actions

• Corporate actions: higher borrowing limits, mortgage/charge, loans/guarantees/securities, and investment limits to be approved.

Governance & Compliance

• Secretarial Audit Report FY2025-26 taken on record; Scrutinizer for 33rd AGM appointed: Ms. Maya Sharma.
• Board's Report and 33rd Annual Report FY2025-26 approved for circulation.

AGM Scheduling

• Notice of 33rd AGM scheduled Sept 28, 2026; e-voting Sept 25–27, with cutoff Sept 21.

Financial results and audit review

• Unaudited standalone Q1 2026 results approved by Board (quarter ended 30 Jun 2026).
• Revenue from operations: 2,072.25; total income: 2,080.31 (quarter ended 30 Jun 2026).
• Profit after tax: 35.58; earnings per share: 0.08 (quarter ended 30 Jun 2026).
• Audit Committee reviewed; board approved results on August 10, 2026.
• Limited Review Report by Neeraj Arora and Associates; no material misstatement observed.
• Single Pharmaceuticals segment; no reportable segment per Ind AS 108.

Audit opinion

• Standalone audited financial results for quarter and year ended March 31, 2026.
• Auditor issued an unmodified opinion on the standalone financial statements.
• Internal financial controls over financial reporting were found adequate and effective.

Financials

• Audited standalone results cover the year ended March 31, 2026.
• Auditor confirmed the statements present a true and fair view.
• The company did not pay any dividend during FY26.

R&D and accounting

• Company operates a DSIR-recognized R&D facility at Bhondsi, Gurugram.
• R&D focuses on new products, process improvement, cost optimization, and new APIs.
• Certain R&D costs were reassessed for capitalization under Ind AS 38.

Working capital and debt

• Working capital limits were sanctioned by Kotak Mahindra Bank.
• Sanctioned limits were ₹15.60 crore and ₹14.00 crore, with ₹8.71 crore and ₹14.00 crore outstanding.
• Auditor reported no default in repayment of loans or interest.

Capital structure

• Preference share capital of ₹8.00 crore was redeemed during Q1 and Q2 FY26.
• Redemption was stated to be duly authorized and compliant with the Companies Act.

Contingencies and compliance

• Pending litigations disclosed include Punjab VAT penalty, income tax demand, and TDS penalties.
• Auditor noted no material uncertainty over the company meeting liabilities within one year.
• No fraud, whistleblower complaints, or cash losses were reported for FY26.

Business

• Kimia Biosciences is a pharmaceutical company.
• Its R&D facility develops new products, processes, and active pharmaceutical ingredients.