Venmax Drugs and Pharmaceuticals Ltd

AGM details

• Held on September 26, 2026 at 12:30 P.M. IST via VC/OAVM.
• Scrutinizer's report and voting results filed; resolutions passed with requisite majority.

Key resolutions

• Adopt audited standalone financial statements and reports; accounts approved.
• Director by rotation; proposed re-appointment approved.
• Change in designation from Whole Time Director to Managing Director; approved.
• Regularization of a director as Non-Executive Non-Independent Director.
• Regularization of Mr. Revoor Ramachandra as Non-Executive Independent Director.

AGM Details

• Date, time, mode: 26 Sep 2026, 12:30 PM, via Video Conferencing.
• Meeting duration: 12:30 PM to 12:56 PM.
• Remote e-voting window: 23–25 Sep 2026.
• Members present: 45 via Video Conference.

Key Resolutions

• Ordinary: Adopt standalone audited financial statements for year ended 31 March 2026.
• Ordinary: Reappointment of Swapneswar Mishra as director on rotation.
• Special: Change in designation of Venkata Rao Sadhanala to Managing MD.
• Ordinary: Regularisation of Padmaja Kalyani Sadhanala as Non-Executive Non-Independent Director.
• Special: Regularisation of Revoor Ramachandra as Non-Executive Independent Director.
• Voting results: pending; to be declared after Scrutinizer’s report.

Director Changes

• Venkata Rao Sadhanala: designation changed to Managing Director.
• Padmaja Kalyani Sadhanala: Regularised as Non-Executive Non-Independent Director.
• Revoor Ramachandra: Regularised as Non-Executive Independent Director.
• Swapneswar Mishra: Reappointed as Director on rotation.

Other Material Approvals

• Merger with Hatri Pharma Private Limited; subject to NCLT Hyderabad Bench II and other approvals.

Venmax Drugs & Pharmaceuticals Limited — Trading Window closure from Oct 1, 2026 after unaudited results for quarter ended Sep 30, 2026

Purpose of Meeting

• Scheme of Amalgamation between Hatri Pharma Private Limited and Venmax Drugs and Pharmaceuticals Limited.

Key Resolutions/Business

• Approve Hatri–Venmax Scheme of Amalgamation.
• Share exchange ratio: 1 Venmax share for 1 Hatri share; pari passu.
• Transfer Hatri's undertaking to Venmax; Hatri to dissolve on effectiveness.
• Authorized capital increase and MOA/AOA amendments; New Venmax shares to be listed on BSE.
• Regulatory approvals and public shareholders' sanction: NCLT; SEBI/BSE; ROC; RD; Official Liquidator; Income Tax.

Voting Outcome

• Voting outcome not reported; results to be announced by Scrutinizer.

Shareholder/Creditor Impact

• Hatri shareholders to receive Venmax shares at 1:1; Hatri shares cancelled.
• Post-merger promoter holding 3.43%; public holding 96.57%.

Next Steps

• Appointed Date 01-Apr-2025; Record Date to be announced.

Approvals and reports

• Notice, Directors’ Report, and 37th Annual Report for FY2025-26 approved.
• Secretarial Audit Report for FY2025-26 approved.

AGM & e-voting timetable

• 37th AGM scheduled for Sep 26, 2026 at 12:30 PM via VC/OVAM.
• Remote e-voting window: Sep 23–25, 2026; cut-off Sep 18, 2026.
• Register of Members and Share Transfer Books closed Sep 18–26, 2026.

Scrutinizer

• Scrutinizer for AGM e-voting: M/s Kashinath Sahu & Co.

Management and director changes

• Designation change: Venkat Rao Sadhanala to Managing Director for 5 years, from Mar 11, 2026.
• MD appointment for 5 years subject to AGM approval; Rs 30 LPA remuneration.
• Regularization of Padmaja Kalyani Sadhanala as Non-Executive Non-Independent Director; appointment March 30, 2026; subject to shareholder approval.
• Regularization of Revoor Ramachandra as Independent Director; appointed March 30, 2026 for 5 years; subject to approval.

Meeting Details

• Meeting scheduled for August 31, 2026 at 4:30 PM; venue not disclosed.

Key Agenda Items

• Consider and approve the Notice of the 37th AGM, Directors Report, and Annual Report for FY 2025-26.
• Decide the date, time, and venue of the 37th AGM.
• Fix cut-off dates for determining the E-Voting for the AGM.
• Consider and approve appointment of Scrutinizer, E-Voting Agency, E-Voting Dates, and related authorizations.
• Consider and approve regularization of Additional Directors and change in Whole-time Director designation, subject to shareholders' approval.

Other Notes

• No trading window closure period specified.

Deviation and utilisation

• Purpose: Confirms no deviation in use of proceeds from the preferential issue.
• Mode: Fully Convertible Equity Warrants on a preferential basis.
• Fund-raising date: Fund raising disclosed; date not repeated here.
• Total proceeds: Planned amount and actual receipts disclosed; no variation reported.
• Monitoring: Monitoring agency not applicable.
• Deviation status: No deviation; variation not applicable.
• Shareholder approval: Not applicable for deviation.
• Audit committee: Review submitted; comments not required.
• Auditors: Nil.
• Original allocations: Working capital and corporate purpose allocations stated.
• Utilisation to date: Partial deployment to working capital and corporate purposes.
• Status: Partly utilised; remaining funds unutilised.

Financial results approved

• Unaudited standalone quarterly results for quarter ended 30 June 2026 approved.
• Limited Review Report by PPKG & Co. unmodified.
• Revenue from operations approximately ₹247.96 lakhs; pre-tax profit ₹11.65 lakhs.
• Company operates in a single segment; Ind AS disclosures are not applicable.

Warrant forfeiture

• Forfeiture of 7,80,001 partly paid warrants due to non-payment.
• Original allotment on March 20, 2025; issue price ₹20 per warrant.
• Balance: 92,44,999 warrants converted; 25% upfront received; 75% due at exercise.
• Total upfront amount forfeited ₹39,00,005; warrants cancelled.
• Warrant holders forfeited include Trupti Khanapurkar, WCA Services Pvt Ltd, Hitesh Loonia, Vibhu Maurya, Mohit Loonia.

Balance sheet highlights

• Total assets ₹1,682.64 lakhs; equity ₹1,500.78 lakhs.

Cash flow highlights

• Net cash from operating activities ₹(105.09) lakhs.
• Net cash from financing activities ₹65.49 lakhs.
• Net decrease in cash and cash equivalents ₹40.17 lakhs.

Regulatory/compliance notes

• Auditors carried out Limited Review with unmodified opinion on standalone results.
• Company operates in a single segment; SEBI/LODR compliance as disclosed.