Lactose India Ltd

Cost Auditor Appointment

• Type of change: Appointment of Cost Auditor.
• Name and designation: Alpesh A. Lakeshri, Cost Auditor.
• Effective date and term: Appointed 30 September 2026; for FY ending 31 March 2027.
• Reason: Appointment of Cost Auditors for FY 2026-27.
• Brief profile: CMA (2022); started practice in 2023; previously with Kirit Mehta & Co.
• Disclosure of relationships: NA.

AGM details

• Date and mode: 30 September 2026, 12:00–12:25 PM via VC/OAVM.

Key resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026 (ordinary).
• Re-appointment of Sangita Maheshwari by rotation (ordinary).
• Increase remuneration of Atul Maheshwari, Managing Director (special).
• Increase remuneration of Sangita Maheshwari, Whole-Time Director (special).
• Approval of related party transactions (special).
• Appointment of Alpesh A. Lakeshri as Cost Auditor for 2026-27 (special).

Voting outcome

• All resolutions approved by shareholders; no dissent noted.

Dividend

• No dividend information reported.

Directors & auditors

• Director by rotation re-appointment approved; no new appointments.
• Cost Auditor appointed for 2026-27.

Material related party transactions

• Related party transactions approved; counterparty and value not disclosed.

Lactose India Ltd – Trading Window Closure from 01 October 2026 and shall re-open after expiry of 48 hours after the declaration of Financial Results for the quarter ended 30th September, 2026 generally made available to public.

Book closure & AGM dates

• Book closure: 24 September 2026 to 30 September 2026 (both days inclusive) for AGM.
• Purpose: for the Annual General Meeting of Lactose (India) Limited.
• Record date: 23 September 2026; determines voting eligibility and remote e-voting rights.
• AGM date/time: 30 September 2026 at 12:00 noon IST; via VC/OAVM.
• Security: Equity shares of Lactose India Limited (ISIN INE058I01013).
• E-voting: remote voting from 27 September 2026 to 29 September 2026; voting during AGM.
• Dividend: no dividend proposed for FY 2025-26.

AGM Details

• Date/time/mode: 30 September 2026, 12:00 noon, VC/OAVM.
• Cut-off voting date: 23 September 2026.
• Book Closure: 24 Sept 2026 to 30 Sept 2026.
• Remote e-voting: 27–29 Sept 2026.

Resolutions Put to Vote

• Ordinary: Adoption of Audited Financial Statements for FY 2025-26.
• Ordinary: Re-appointment of Mrs. Sangita Maheshwari on rotation.
• Special: Increase in MD remuneration from 1 April 2026.
• Special: Increase in remuneration of Mrs. Sangita Maheshwari from 1 April 2026.
• Special: Related Party Transactions with AVA ARTIS up to INR 25 crore annually.
• Ordinary: Cost Auditor appointment Alpesh A. Lakeshri for 2026-27.

Voting Results

• Voting results not provided in the filing.

Dividend

• Dividend: Board did not recommend any dividend for FY 2025-26.

Directors & Governance

• Kishor Patel appointed Non-Executive Independent Director w.e.f 22 Aug 2025.
• Dhaval Jayant Soni resigned as Non-Executive Independent Director w.e.f 7 Oct 2025.
• Sangita Maheshwari to seek re-appointment at the upcoming AGM.

Auditors & Secretarial

• Statutory auditors: DMKH & Co appointed for five-year term.
• Secretarial Auditor: Jajodia & Associates for five-year term.
• Cost Auditor: Alpesh A. Lakeshri for 2026-27; remuneration to be ratified.

Related Party Transactions

• Related Party: AVA ARTIS; sales and purchases up to Rs 25 crore annually (2026–2029).

Other Material Approvals / Corporate Actions

• Merger scheme with Vitanosh Ingredients Private Limited approved by EGM; awaiting SEBI/NCLT approvals.

Financial highlights

• Revenue from operations: 16,329.01 lakhs in FY2025-26.
• Total income: 16,436.20 lakhs; PAT: 606.28 lakhs.
• Basic EPS: ₹4.82; RoNW: 9.34%.
• Operating margin: 11.25%; Net margin: 3.70%.
• Cash flow from operations: ₹555.58 lakhs.
• Geographic revenue: India ₹11,000.71 lakhs; Outside India ₹3,114.43 lakhs.
• Total debt ₹6,196.75 lakhs; gearing 0.97; current ratio 1.10.
• Export vs domestic revenue highlights; merger under process.

Capital structure & liquidity

• Total debt comprises long- and short-term borrowings and lease liabilities.
• Long-term borrowings: ₹2,285.91 lakhs; short-term borrowings: ₹3,879.68.
• Lease liabilities: current ₹29.90; non-current ₹49.56.
• Equity: ₹6,478.93; share capital: ₹1,258.90.
• Promoter stake: 53.65% as of 31 Mar 2026.
• Dividend policy: no dividend for FY2025-26.
• AGM scheduled 30 Sep 2026; held via VC/OAVM.
• Merger with Vitanosh Ingredients approved by shareholders; awaiting regulatory approvals.

Operations & performance

• Single operating segment: Manufacturing and trading of pharma products.
• CWIP additions: ₹1,107.67 lakhs; capitalised ₹2,104.79.
• Depreciation & amortisation: ₹574.22 lakhs.
• Raw materials consumed: ₹8,631.59 lakhs; total cost ₹8,752.02.
• Finished goods ₹938.14; Work-in-progress ₹506.37.
• EBIT: ₹1,944.83 lakhs.
• Export revenue: ₹3,114.43 lakhs; domestic ₹11,000.71.
• Revenue growth vs prior year: ₹16,329.01 lakhs from ₹11,639.93.

Governance & controls

• Statutory auditors: DMKH & Co; no qualifications.
• Secretarial auditor: Jajodia & Associates; no qualifications.
• Internal controls: adequate; no material weaknesses observed.
• Board changes: Kishor Patel appointed Aug 2025; Dhaval Soni resigned Oct 2025.
• Independent Directors' meeting: 13 Feb 2026.
• CSR spend: ₹12.11 lakhs; CSR obligation ₹11.98 lakhs; minor shortfall.

Related party transactions

• AVA ARTIS: Related party; sales ₹25 crore; purchases ₹25 crore (2026-29).
• MD & WTD remuneration from related parties: ₹95.80 lakhs each in FY2025-26.
• Omnibus approvals for repetitive transactions; arm's length policy in place.
• Related party disclosures in notes; balances include MD/WD remunerations and loans.

Outlook & risks

• Outlook positive: global/Indian pharma growth supports lactose and lactulose demand.
• Risks: raw material price volatility; FX exposure; regulatory changes; pricing pressure.
• Strategy: strengthen core lactose and lactulose, expand export footprint, improve manufacturing efficiency.

Internal Auditor re-appointment

• Re-appoint AMS & CO LLP as Internal Auditors for FY2026-27; effective 25 Aug 2026; established 2010; RBI-empaneled.

Cost Auditor appointment

• Appoint Alpesh A. Lakeshri as Cost Auditor for FY2026-27; effective 25 Aug 2026; CMA 2022; practice since 2023.