Kothari Fermentation & Biochem Ltd

AGM Details

• AGM held on 30 September 2026 at 11:30 AM via VC/OAVM.
• Record date: 23 September 2026.
• Start time 11:30 AM; End time 11:46 AM.
• Mode: VC/OAVM through video conference.

Resolutions

• Resolution 1 (Ordinary): Adopt audited financial statements for year ended March 31, 2026.
• Resolution 2 (Ordinary): Re-appointment of Mr. Pramod Kumar Kothari (Chairman & MD).
• Resolution 3 (Special): Revision in remuneration of Chairman and Managing Director approved.
• Resolution 4 (Special): Revision in remuneration of Kavita Devi Kothari approved.

Voting Results

• Resolution 1: Passed with majority; minimal dissent.
• Resolution 2: Passed; high in-favour; small opposition.
• Resolution 3: Passed with requisite majority.
• Resolution 4: Passed with requisite majority.

Dividend

• No dividend proposed or declared.

Director Changes

• Re-appointment of Pramod Kumar Kothari as Chairman and Managing Director on rotation.
• Remuneration revisions approved for CMD and for Kavita Devi Kothari.

Auditors

• No auditors changes reported.

Material Related Party Transactions

• No material related party transactions disclosed.

Other Approvals

• Remuneration revisions constitute other material approvals.

AGM Details

• Date and mode: 30 September 2026, 11:30 A.M. IST, via VC/OAVM.
• Shareholders on cut-off date: 11,473; attendees: 59 via VC/OAVM.
• Meeting duration: 11:30 A.M. to 11:46 A.M. IST.

Key Resolutions

• Ordinary: adopt audited financial statements for year ended March 31, 2026.
• Ordinary: re-appointment of Pramod Kumar Kothari, retiring by rotation.
• Special: revise remuneration of CMD Pramod Kumar Kothari.
• Special: revise remuneration of Kavita Devi Kothari, Whole-Time Director.

Voting Status

• Voting results awaited; e-voting results to be intimated separately.

Director Changes

• Re-appointment of Pramod Kumar Kothari as director.

Auditors

• Statutory auditor engagement continues; no changes disclosed.

Other Material Approvals

• Relodgment window for transfer deeds opened; open for 12 months.
• Relodgment window timeframe: Feb 5, 2026 to Feb 4, 2027.

Internal Auditor resignation

• Change: Resignation of Internal Auditor, M/s Arun K. Garg & Associates.
• Effective date: With effect from September 25, 2026.
• Reason: Pre-occupation and other professional commitments.
• Next steps: Company identifying and appointing a new Internal Auditor.
• Disclosures: Relationship with directors not applicable.
• Brief profile: Not Applicable.

Kothari Fermentation & Biochem Ltd: Trading Window closed from October 1, 2026 up to completion of 48 hours after the declaration of the Unaudited Financial Results for the quarter and half year ended September 30, 2026.

Financial performance

• Turnover 11,213.19 lakhs; down 1.84% YoY.
• PBDIT 723.94 lakhs; lower than 1,196.51 in FY25.
• Finance costs 369.93; depreciation 700.24; PBT (346.23).
• Current tax 0; deferred tax credit 47.30; tax expense (47.30).
• Net loss after tax (298.93) vs 80.99 prior year.
• EPS (1.99) vs 0.54 in FY25.
• Net worth 5,394.91; equity share capital 1,500.00.
• Total debt 4,789.14; gearing 44%.
• Cash flow from operations 505.47; year-end cash 30.48.

Operational performance

• Production 16,102 MT; up 5.38% from 15,280 MT.
• Installed capacity 21,000 MT; capacity utilization 76.68%.
• MD&A highlights outlook and shift toward high-demand yeasts.

Capital structure & liquidity

• Long-term borrowings 4,279.66; current borrowings 509.48; total 4,789.14.
• Total equity 5,394.91; net debt 9,674.57; gearing 44%.
• Cash and cash equivalents 30.48; net cash flow from operations 505.47.

Dividend & reserves

• Dividend not declared for FY2025-26.
• No unpaid dividend as of 31 March 2026.

Governance & board changes

• Dr. Rajiv Agarwal resigned as Independent Director on 13 Aug 2025.
• Mr. Varun Kumar appointed Independent Director; became Audit Committee chair Aug 2025.
• Ms. Shivani appointed Company Secretary & Compliance Officer on 1 Apr 2025; Silky Gupta resigned.

Remuneration of Directors

• MD remuneration: 6.0 lakh/month; Apr 2026–Mar 2028; minimum remuneration if profits are inadequate.
• WTD Kavita Devi Kothari remuneration 5.75 lakh/month; Apr 2026–Mar 2028; no sitting fees.
• Non-executive directors received no sitting fees in 2025-26.

Audit & internal controls

• Internal financial controls are adequate; no material weaknesses.
• ISO 22000:2018 certification; FSSAI license.

Related party transactions

• RPTs with Chaudhry Bros. Traders & Builders Pvt. Ltd., Kothari Thermoplast Pvt. Ltd., Glocom Impex Pvt. Ltd., Zeal Mining; arm's length.
• Inter-company balances: Chaudhry 1,971.73; Kothari Thermoplast 112.17; Glocom 195.17.

Outlook & risks

• Outlook positive; ethanol blending supports yeast demand; shift to instant yeast.
• Risks include cane molasses price volatility, raw material costs, gluten-free/non-GMO demand.

Financial highlights

• Revenue from operations for Q1 FY2026: ₹3,041.20 Lakhs (unaudited).
• Total income for Q1 FY2026: ₹3,044.77 Lakhs.
• Net profit after tax for Q1 FY2026: ₹6.45 Lakhs.
• EPS (Basic): ₹0.04 for Q1 FY2026.
• EPS (Diluted): ₹0.04 for Q1 FY2026.
• Single Yeast segment; cattle feed product added.
• Unaudited standalone results approved; Limited Review Report attached.
• Draft notice for 36th AGM scheduled Sept 30, 2026.
• Re-appointment of Pramod Kumar Kothari; retirement by rotation; subject to members' approval.
• Details under Regulation 30 to be provided in AGM Notice.