Sandu Pharmaceuticals Ltd

AGM notice and shareholder communications

• 41st AGM set for Sep 11, 2026 at 4:30 PM IST via VC/OAVM.
• Notice and FY2026-27 Annual Report sent electronically to shareholders with registered email.
• Annual Report for FY2025-26 available online; link sent to those without registered emails.
• Cut-off date for email registration: 07 August 2026.
• KYC updates and dematerialisation urged; ISR-1 to SH-14 forms on RTA site.

Financial performance

• FY2025-26 standalone revenue ₹6993.45 lakh, up from ₹6719.24 lakh.
• PAT ₹176.62 lakh; grew from ₹154.89 lakh YoY.
• Basic and diluted EPS ₹1.83 per share.
• Total comprehensive income ₹242.96 lakh; OCI ₹66.34 lakh.
• Operating cash flow ₹611.55 lakh; cash position healthy.

Dividend & capital allocation

• Final dividend proposed ₹1.00 per equity share for FY2025-26.
• Record date set at 4 Sep 2026; payout subject to AGM approval.
• Dividend to be paid electronically as per SEBI norms.

Shareholding & capital structure

• Paid-up share capital ₹966.10 lakh (9,660,990 shares).
• Promoter group holds 42.90% as at 31-Mar-2026.
• Top holders include Umesh Sandu, Shashank Sandu, Jayshree Sandu.
• Dematerialised shares are 91.89% of total as at 31-Mar-2026.

Governance & leadership

• MD Shri Umesh Sandu passed away on 19 Jun 2026; Balram Viswanathan appointed MD from 11 Jul 2026.
• Smt Jayshree Sandu reappointed; Dr Neeti Kapre appointed independent director.
• Board now comprises three independent directors; independence declarations on record.

Audit & controls

• Statutory auditors M/s Dave & Dave appointed for five years.
• Cost auditor remuneration ₹1.30 lakh per annum ratified.
• Standalone audit unqualified; revenue recognition policy disclosed.
• Secretarial audit by Swapnil Dixit; no material observations.

Related party transactions

• Material RPT with Sandu Brothers Private Limited; aggregate value up to ₹2.96 crore.
• RPTs are at arm's length and in ordinary course; oversight by Audit Committee.
• Disclosures in Form AOC-2 accompanying the notice.

Risks & outlook

• Outlook remains reasonably positive; Ayush initiatives support growth.
• Raw material cost pressures and regulatory environment could impact profitability.

Other material items

• AGM conducted via VC/OAVM; integrated annual report available online.
• CSR not applicable; IT security measures in place; no post-year material events.

AGM Details

• Date/time: 11 September 2026, 4:30 PM, via VC/OAVM.
• Mode: VC and other Audio Visual means.
• Record/book closure: 04 Sep 2026 to 11 Sep 2026.
• Dividend record date: 04 Sep 2026.

Key Resolutions

• Ordinary: Adopt Audited Standalone Financial Statements for the year ended 31 March 2026.
• Ordinary: Reappoint Jayshree Sandu as Director (retiring by rotation).
• Ordinary: Appoint M/S Dave & Dave as Statutory Auditors for five years.
• Ordinary: Ratify Cost Auditor's remuneration for 2026-27.
• Special: Redesignate Balram Viswanathan as Chairman and Managing Director for 3 years.
• Special: Appoint Dr Neeti Madan Kapre as Non-Executive Independent Director.

Voting Status

• Voting results not disclosed in filing; outcomes to be announced post-AGM.

Dividend

• Final dividend of Rs 1 per share for FY2025-26.
• Dividend payable by 25 Sep 2026, subject to approval.
• Tax deducted at source as applicable.

Director Changes

• Jayshree Sandu reappointed as Director.
• Balram Viswanathan redesigned as Chairman and Managing Director.
• Dr Neeti Madan Kapre appointed as Independent Director.

Auditor Appointments

• Statutory Auditor: M/S Dave & Dave appointed for five years.
• Cost Auditor: Joshi & Co appointed for 2026-27 at Rs 1,30,000.
• Remuneration ratified; out-of-pocket expenses reimbursed.

Material Related Party Transactions

• Material RPT with Sandu Brothers Private Limited approved.
• Aggregate value up to Rs 100 crore.
• RPT includes sale/purchase of goods and royalty payments.
• Term: from 41st AGM to next AGM.
• Pricing: arms-length basis; reviewed by Audit Committee.

Other Material Approvals

• Remuneration terms for MD require Special Resolution under Schedule V.
• Appointment of Independent Director approved; governance disclosures.

2021 tranche details

• Mode: preferential issue of equity shares (private placement).
• Date of raising funds: 31-03-2021.
• Amount raised: Rs 2,63,79,653.
• Funds utilised: Rs 2,63,79,653; deviation: none.
• Audit Committee: approved after review.
• Auditors: no comments.
• Monitoring agency: NA.
• Notes: no deviation or variation in use of funds.

2022 tranche details

• Mode: preferential issue of equity shares (private placement).
• Date of raising funds: 28-02-2022.
• Amount raised: Rs 1,38,05,408.
• Funds utilised: Rs 1,38,05,408; deviation: none.
• Audit Committee: approved after review.
• Auditors: no comments.
• Monitoring agency: NA.
• Escrow funds unutilised as of 30 June 2026; FD created for future use.

Escrow and utilisation status

• Unutilised funds lying in escrow; utilisation to be made as required.
• No monitoring agency involvement.

Board meeting outcomes

• Approved unaudited standalone results for quarter ended 30 June 2026 with unmodified Limited Review Report.
• Approved Directors' Report, MD&A, Corporate Governance Report and Secretarial Audit Report for inclusion in the annual report.
• Record date for dividend eligibility set as September 4, 2026; books to close September 4–11, 2026.
• Noted utilisation and deviation statements under Regulation 32 for quarter ended June 30, 2026.
• Approved 41st AGM to be held on September 11, 2026 via VC/OAVM.
• Recommended continuation of material related party transactions with Sandu Brothers Private Limited for AGM approval.
• Appointment of M/s. Dave & Dave, Chartered Accountants as Statutory Auditors for five-year term, subject to member approval.

Financial results

• Unaudited standalone results for quarter ended 30 June 2026 approved, with unmodified Limited Review Report.

Annual report disclosures

• Directors' Report, MD&A, Corporate Governance Report and Secretarial Audit Report approved for inclusion in Annual Report 2025-26.

Record date & share register

• Record date for dividend eligibility fixed; register of members and transfer books closed Sep 4–11, 2026.

AGM notice

• 41st AGM on Sep 11, 2026 at 4:30 PM via VC/OAVM.

Related party transactions

• Recommend continuing Material Related Party Transactions with Sandu Brothers Private Limited for AGM approval.

Statutory auditors appointment

• Appointment of M/s Dave & Dave as Statutory Auditors for five-year term from AGM 2026, subject to approval.

Auditor appointment details

• Statutory auditor appointment details: 11 Aug 2026; five-year term 2026-27 to 2030-31; not related to directors.

Regulatory/compliance notes

• Noted utilization and deviation statements under Regulation 32 for quarter ended 30 June 2026.

Auditor remarks

• Independent Auditor's Limited Review Report states unmodified conclusion; no material emphasis of matter.

Executive leadership changes

• Demise of MD Umesh B. Sandu on 19 June 2026.
• Dr Neeti Madan Kapre appointed Additional Non-Executive Independent Director for a five-year term from 11 July 2026.
• Balram Viswanathan redesignated as Chairman and Managing Director for three years from 11 July 2026, subject to approvals.

Board committee reconstitution

• Audit, Nomination and Remuneration, and Stakeholders' Relationship Committees reconstituted with immediate effect; Annexure C outlines revised composition.

Policy revisions

• Revision of Vigil Mechanism/Whistle Blower Policy to reflect Balram Viswanathan as Chairman and MD.

Regulatory and approvals

• Balram's redesignation subject to shareholders' approval at ensuing General Meeting and regulatory approvals.