Resonance Specialties Ltd

Resolutions

• Item 1 (Ordinary): Approves related-party purchase of KLPL facility on slump-sale basis for Rs 29.98 crore.
• Outcome: Passed by requisite majority; 99.823% in favour.
• Voting: 37,867 valid votes; no abstentions/invalid votes recorded.
• Resolution deemed passed on 18 September 2026.
• Cut-off date for eligibility: 14 August 2026.
• Remote e-voting period: 20 August to 18 September 2026.
• Counterparty: Kaygee Laboratories Private Limited (KLPL).
• Nature: Ordinary resolution for related-party transaction.

Resonance Specialties Limited trading window closed from September 30, 2026 until 48 hours after the declaration of the Company's unaudited financial results for the 2nd quarter and half year ended September 30, 2026 of the financial year 2026-27

Resolution details

• Purpose: Ordinary resolution to approve RPT with KLPL.
• Subject: Slump-sale purchase of KLPL's Mandideep facility for Rs 29.98 cr.
• Type: Ordinary resolution per Listing Regulations and RPT policy.
• Threshold: 10% of annual turnover; proposal 33.22% of FY25-26 turnover.
• Consideration: Rs 29.98 crore; payable on slump sale basis.
• Facility details: Plot No. 6 Mandideep, land 22,304 sqm; buildings 5,227 sqm.
• Promoter interests: Mr Prashant Godha and Mr Charchit Jain disclosed.
• Shareholding link: KLPL indirect stake in Makers; Makers holds Resonance 45.48%.
• Voting: Electronic-only, e-voting period 20 Aug 2026 to 18 Sep 2026; NSDL appointed.
• Outcome: Results to be announced within 2 working days after e-voting.
• Audit committee approval; minimum information disclosed per SEBI Circular.
• Cut-off date: Members on Aug 14, 2026 eligible.

Financial results approved

• Unaudited standalone results for quarter ended 30 June 2026 approved with Limited Review Report.
• Revenue from operations: Rs 3,258.41 Lakhs in Q1 2026-27.
• Profit after tax: Rs 574.42 Lakhs; Basic EPS: Rs 4.98.
• Geographical segment: India Rs 932.33 Lakhs; Outside India Rs 2,326.08 Lakhs.
• Audit Committee and Board approved results; IND-AS compliant; no subsidiary.
• Results prepared under IND-AS; quarter ended 30 June 2026.

Mandideep facility acquisition (related party)

• Board approved related-party purchase of Mandideep facility for Rs 29.98 crore, subject to shareholders' approval.
• Acquisition includes leasehold land, buildings, plant, licenses, permits, and employees.
• Related party transaction; arm's length; supported by valuation certificate.
• Completion targeted by 30 November 2026.
• Agreement to purchase to be entered subject to consents.
• Outside scheme of arrangement.
• No change in the Company's shareholding due to sale.

Governance and regulatory disclosures

• Audit Committee reviewed; Board approved results on 4 August 2026.
• As of 30 June 2026, the company has no subsidiary/associate/JV.
• Results prepared under IND-AS; discussed with Audit Committee.

AGM and annual report logistics

• 37th AGM scheduled for Aug 4, 2026 at 12:30 PM IST via VC/OAVM.
• Annual Report FY2025-26 available on company website.
• E-voting cut-off date is July 28, 2026.
• Shareholders without registered emails were issued letters with Annual Report access link.
• Encourages members to register/update emails and dematerialize physical holdings.
• Annual Report access path: Home > Investors > Annual Report.

Financial snapshot

• Total income ₹9,188.93 lakhs in 2025-26, up from ₹7,878.69.
• Net profit after tax ₹1,039.58 lakhs, up from ₹656.62.
• EPS ₹9.01; BVPS ₹63.44.
• Dividend recommended ₹1 per share (10%).
• Net worth ₹7,323.77 lakhs; ROE 19.48%.
• Borrowings ₹206.01 lakhs; CRISIL BBB-/Stable on ₹14 crore facilities.

Geography & customers

• Export revenue ₹5,355.06 lakh; domestic ₹3,669.69 lakh.
• Top export markets: USA ₹1,641.22; China ₹2,387.11; Europe ₹926.64.
• Sinochem Hebei Corporation accounted for 16.40% of sales.

Dividend & capital structure

• Record date fixed 28 July 2026.
• Promoter shareholding: Makers Laboratories 45.48%; Kaygee Investments 8.77%.
• Equity share capital ₹1,154.40 lakhs.
• Dividend payable if approved: ₹115.44 lakhs.
• Postal ballot approved reappointments of Patadia and Verma; Dhara Shah appointed independent director.

Debt & liquidity

• Term loan from Yes Bank ₹206.01 lakh; current ₹103.11.
• Working capital facility: ₹8 crore.
• Letters of credit outstanding: ₹501.51 lakh.
• Net debt ₹189.40 lakh; gearing 2.65%.
• Cash at banks ₹17.97 lakh; total cash ₹60.31 lakh.

Related party transactions

• Related party: Kaygee Laboratories Private Limited; cap up to ₹40 crore per year.
• FY2025-26 RPT with KLPL for sale/purchase of materials ₹17.36 crore.
• Other related parties: IPCA Laboratories, Makers Laboratories, Unichem Laboratories.
• RPT approvals: Audit Committee/Board; shareholder approvals as needed.

Governance & management

• Board of six; Raj Kamal Prasad Verma appointed Chairman Feb 4, 2026.
• Archana Yadav ceased Feb 8, 2026; Dhara Shah appointed independent director Feb 4, 2026.
• Charchit Jain is Whole-time Director and CFO.
• Statutory auditors: Kailash Chand Jain & Co; Cost auditors: Poddar & Co.
• CSR Committee: ₹13.00 lakh spent; 2% of average net profit ₹12.70 lakh.

Audits & risk

• Independent auditor Kailash Chand Jain & Co; unmodified auditor’s report.
• Secretarial audit: Alok Khairwar & Associates; no adverse remarks.
• Contingent liabilities ₹202.38 lakh; includes MPCB, tax matters.
• Internal controls: adequate; Annexure B issued.

CSR & sustainability

• CSR policy disclosed; CSR activities include healthcare and education contributions.
• Donations: Anvi Medical & Educational Foundation; Chandanvan Charitable Trust.
• CSR disclosure aligns with Section 135 requirements; CSR spend ₹13.00 lakh.

AGM Details

• Date and time: 4 Aug 2026, 12:30 PM; mode: VC/OAVM.

Dividend Proposal

• Dividend of Re 1 per share (10% of face value) proposed, subject to approval.

Record Date

• Record date fixed July 28, 2026 for dividend entitlement.

Voting Window

• Remote e-voting from July 31, 2026 9:00 AM to August 3, 2026 5:00 PM.

Access to Materials

• Notice and annual report available electronically; e-voting details on NSDL site.