Panchsheel Organics Ltd

AGM Details

• Date and time: 30 September 2026, 03:00 PM.
• Mode: Video conferencing and OAVM.

Key Resolutions

• Resolution 1 – Ordinary: Adopt audited financial statements for year ended 31 March 2026.
• Resolution 2 – Ordinary: Approve final dividend for year ended 31 March 2026.
• Resolution 3 – Ordinary: Appoint Rajesh Abhaychand Turakhia by rotation; eligible for re-appointment.
• Resolution 4 – Ordinary: Appoint Harshal Doshi And Associates as Statutory Auditor for five years.
• Resolution 5 – Ordinary: Regularize Additional Non-Executive Director Mrs. Chandan Mahendra Turakhia as Director.
• Resolution 6 – Ordinary: Approve Material Related Party Transactions for 2026-2027.
• Resolution 7 – Special: Appoint Kishor Abhaychand Turakhia as Managing Director for five years.

Voting Status

• Voting results for all resolutions are pending; Scrutinizer to report.
• Results to be informed to BSE and uploaded on company/RTA sites.

Dividend

• Final dividend recommended by Board for year ended March 2026.

Directors & Auditors

• Rotation-based re-appointment of Rajesh Abhaychand Turakhia as director.
• Regularization of Mrs. Chandan Mahendra Turakhia as Director.
• Appointment of Kishor Abhaychand Turakhia as Managing Director for five years.
• Harshal Doshi And Associates appointed Statutory Auditor for five years.

Related Party Transactions

• Approval of Material Related Party Transactions for 2026-2027.

Panchsheel Organics Limited: Trading window shall remain closed for all Designated Persons from Thursday, 1st October, 2026 till 48 hours of the declaration of the unaudited financial statements for the quarter ending on 30th September, 2026.

Key dates

• AGM on 30 Sep 2026 for Panchsheel Organics equity shares via VC/OAVM.
• Book closure from 24 Sep 2026 to 30 Sep 2026, both days inclusive.
• Record date (cut-off for e-voting): 23 Sep 2026, determines voting entitlement.
• E-voting window: 27 Sep 2026 09:00 to 29 Sep 2026 17:00.
• Final dividend for 2025-26 referenced in subject.

AGM details

• AGM: 37th Annual General Meeting on 30 September 2026 via VC/OAVM.
• e-voting facility via NSDL; record date 23 September 2026.
• Book closure: 24-30 September 2026.
• Record date for voting rights: 23 September 2026.

Ordinary business resolutions

• Adopt audited financial statements for year ended 31 March 2026.
• Declare final dividend of Rs 0.80 per share.

Director appointments

• Re-appoint Rajesh Abhaychand Turakhia as Executive Director.
• Regularize Chandan Mahendra Turakhia as Director (Additional Director).

Auditor appointment

• M/s Harshal Doshi And Associates appointed statutory auditor for five years.

Related party transactions

• Approval to enter material related party transactions for 2026-27.
• Transactions to be in ordinary course, arm's length, per Act and Listing Regulations.
• Loans/guarantees to comply with Sections 185-186.
• Related parties abstain from voting on this resolution.
• Related party details and amounts shown in explanatory statement.

Managing Director appointment

• Appoint Kishor Abhaychand Turakhia as Managing Director for five years from 30 September 2026.
• Remuneration as per explanatory statement; board may alter terms.
• Minimum remuneration in loss year within Schedule V limits.

Key approvals and AGM arrangements

• Approved board's report, Corporate Governance Report, and MD&A for FY ended 31 March 2026.
• Fixed date, time and venue for the 37th AGM of FY 2025-26.
• Fixed cut-off dates for remote e-voting and AGM voting.
• Approved the notice of 37th AGM and explanatory statement.
• Fixed book closure for AGM: 24 Sep 2026 to 30 Sep 2026.
• Appointed Mr. Vijay S. Tiwari as Scrutinizer for AGM voting.
• Appointed Kishor Turakhia as Chairman; authorized to receive Scrutinizer's report.
• Authorized CS Sonia Verma to issue AGM notices to members.
• Fixed Book Closure Date from 23 Sep 2026 to 25 Sep 2026.

Financial performance

• Total income: ₹11,030.25 Lakhs, marginally higher YoY.
• Revenue from operations: ₹10,678.26 Lakhs; Domestic ₹10,563.75; Export ₹162.58.
• Net profit after tax: ₹1,083.04 Lakhs; total comprehensive income ₹1,118.53 Lakhs.
• Basic EPS: ₹8.22; diluted EPS same as basic.
• Tax expense ₹363.65 Lakhs; depreciation ₹233.40 Lakhs; finance costs ₹24.35 Lakhs.

Operations & segment

• Single operating segment: Manufacturing and trading of bulk drug and intermediate.
• Geography: Domestic revenue ₹10,515.68; Foreign ₹162.58; Total ₹10,678.26.
• No single customer accounts for more than 10% of revenue.
• Fermentation division and other R&D initiatives are disclosed but core business remains Bulk Drugs.

Capital structure & liquidity

• Borrowings total ₹564.71 Lakhs; current ₹558.23; non-current ₹6.49.
• Undrawn borrowing facilities ₹103.11 Lakhs.
• Cash & cash equivalents ₹351.64 Lakhs; net operating cash flow ₹1,031.20 Lakhs.
• Liquidity policy follows undrawn facilities and cash flow projections.

Dividends & AGM

• AGM 37th scheduled for 30 Sept 2026 via VC/OAVM.
• Dividend: final ₹0.80 per equity share; three interim dividends ₹0.80, ₹0.80, ₹0.08 per share.
• Book closure: 24–30 Sept 2026.

Governance & board changes

• Regularization of Mrs. Chandan Mahendra Turakhia as Director.
• Kishor Abhaychand Turakhia redesignated as Managing Director for five years from AGM date.
• Rajesh Abhaychand Turakhia to continue as Executive Director.
• Audit, Nomination, CSR committees reconstituted with new independent directors.

Related party transactions

• RPTs for 2026-27 approved; in ordinary course and arm's length.
• Suneeta Chemicals: services ₹10 Crore; purchases ₹5 Crore; sale ₹5 Crore.
• Gene Biotech: fixed assets ₹2 Crore; goods ₹2 Crore; services ₹0.20 Crore; sale ₹2 Crore.
• Paramount Organics: services ₹0.25 Crore; purchases ₹1 Crore; sale ₹1 Crore.
• Pan India Drugs & Chemicals: purchases ₹4 Crore; sale ₹4 Crore.
• Invochem Laboratories: services ₹0.20 Crore.

CSR & sustainability

• CSR expenditure for 2025-26: ₹50.00 Lakhs.
• Unspent CSR as of year-end: ₹32.17 Lakhs; opening balance ₹43.89 Lakhs.
• Total CSR obligation for the year: ₹82.17 Lakhs.
• ₹16.00 Lakhs transferred to Unspent CSR in Sep 2026.

Audit & internal controls

• Statutory auditor: Jayesh R Shah & Co; EOM on fixed asset records not maintained.
• Secretarial audit notes minor compliance gaps; internal auditor not appointed.
• CEO/CFO certification confirms governance discipline and compliance.

Outlook & risks

• Indian pharma sector remains robust; domestic market poised for growth to ~₹1300 B by 2030.
• Risks: raw material price volatility, currency fluctuations, regulatory changes, pricing pressures.
• Company focuses on R&D, fermentation platform, and multi-market expansion to mitigate risk.

Meeting Details

• Board meeting scheduled on 08 September 2026 at 3:00 PM at 137, Hubtown Solaris, Andheri East, Mumbai.

Key Agenda Items

• Approve board, Corporate Governance, and MD&A for FY ended 31 March 2026.
• Fix AGM date, day, time and venue for FY 2025-26.
• Approve the draft AGM notice and explanatory statement, if any.
• Fix register and share transfer book closure for AGM.
• Fix cut-off date for remote e-voting and AGM voting.
• Appoint Mr. Vijay S. Tiwari as Scrutinizer for AGM.
• Authorize Chairman or director to receive the Scrutinizer's report.
• Approve directors' use of E-Voting facility and sharing docs with CDSL/NSDL.
• Authorize Company Secretary to issue AGM notices and related notices.
• Fix Dividend Record Date and Book Closure Date.
• Consider appointment of any director on board on recommendation.
• Any other business with Chair's permission.

Other Notes

Appointment of Additional Director

• Type: Appointment of Additional Director (Non-Executive, Non-Independent).
• Name: Mrs. Chandan Mahendra Turakhia; designation: Additional Director; effective from 14 August 2026.
• Reason: Appointment; subject to shareholder approval.
• Profile: Graduation from Malaya University; 35+ years HR training and motivation.
• Related parties: wife of Late Mahendra Abhaychand Turakhia; sister-in-law of Kishor and Rajesh Turakhia.
• Not debarred from director office by SEBI order.
• Shareholding in the company: Nil.
• Impact: Addition to Board subject to shareholder approval.