Genpharmasec Ltd

Change of subsidiary name

• Subsidiary GENPHARMASEC MIDDLE EAST DMCC has changed its name to GENPHARMASEC MIDDLE EAST FZCO.
• Effective date of suffix change: 9 October 2026.
• Registration number DMCC197026; suffix changed to FZCO per DMCC Law No. 3 of 2020.
• Corresponding certificate issued by DMCC confirms the name change.
• Current company name will be GENPHARMASEC MIDDLE EAST FZCO; date effective October 9, 2026.

AGM Details

• Date: 29 September 2026; mode: VC/OAVM.
• Start: 11:20 AM; End: 11:31 AM.
• Record date: 22 September 2026.

Key Resolutions & Outcomes

• Resolution 1 (Ordinary): Adoption of standalone financial statements; passed.
• Resolution 2 (Ordinary): Adoption of consolidated financial statements; passed.
• Resolution 3 (Ordinary): Re-appointment of director by rotation (Sohan Chaturvedi); passed.
• Resolution 4 (Special): Re-appoint Sohan Chaturvedi as Whole-Time Director for 3 years; passed.
• Resolution 5 (Special): Approval of loans/guarantees/security under Section 185; passed.

Directors & Appointments

• Sohan Chaturvedi reappointed as director by rotation; 3-year term as Whole-Time Director; DIN 09629728.

Related Party Transactions

• Approval for loans/guarantees/security with related counterparty under Section 185; approved.

AGM Details

• Date and time: 29 September 2026 at 11:00 IST via VC/OAVM.
• Meeting commenced at 11:20 IST and concluded at 11:31 IST.
• Chairman: Sohan Chaturvedi; meeting held via VC/OAVM; quorum confirmed.
• Notice dated 02 September 2026; e-voting facility available; Scrutinizer: Jaymin Modi & Co.

Resolutions Put to Vote

• Ordinary: adopt standalone financial statements for year ended 31 March 2026; reports thereon.
• Ordinary: adopt consolidated financial statements for year ended 31 March 2026; report thereon.
• Ordinary: appoint Sohan Chaturvedi by rotation; re-appointment offered.
• Special: re-appointment of Sohan Chaturvedi as Whole-Time Director for 3 years.
• Special: approval for loans, guarantees, or security under Section 185.

Voting Status

• Voting results will be submitted later; not disclosed in filing.

Director Continuity

• Director: Sohan Chaturvedi to be re-appointed; three-year term.

Genpharmasec Limited trading window closed from Oct 01, 2026 till 48 hours after the declaration of unaudited financial results for the quarter and half year ended Sep 30, 2026

Financial snapshot

• Standalone revenue from operations: ₹13,134.94 lakh; up from ₹3,296.07 lakh.
• Standalone total income: ₹13,621.88 lakh.
• Standalone PAT: ₹544.96 lakh.
• Consolidated revenue: ₹13,993.77 lakh; Consolidated PAT: ₹56.01 lakh.
• Consolidated PBT: ₹97.07 lakh; down from ₹221.18 lakh.
• Equity share capital: ₹5,537.20 lakh.
• Dividend not declared for FY2025-26.

Operations & segment mix

• Segment revenues: Pharma ₹13,087.05 lakh; Lab ₹100.47 lakh; Manufacturing ₹806.24 lakh; total ₹13,993.77 lakh.
• MD&A notes stronger performance in diagnostic equipment and new product lines.
• Acquired 70% stake in Derren Healthcare Private Limited on 25-Jul-2025; DHPL became subsidiary.
• Dubai subsidiary Genpharmasec Middle East DMCC at 52% stake; import license obtained.

Capital structure & liquidity

• Authorised capital ₹5,600.00 lakh; issued ₹5,537.20 lakh.
• Rights issue funds utilized ₹4546.05 lakh for DHPL, debt repayment, working capital.
• Consolidated net debt ₹3,200.29 lakh; net debt to equity 0.48.
• Cash and cash equivalents ₹97.41 lakh at year-end.

Key corporate developments

• Wholly-owned Clinigenome India Private Limited added as subsidiary.
• Genpharmasec Middle East DMCC established in Dubai; DHPL expansion in injectables.
• Right issue proceeds allocated to acquisitions and corporate needs.

Governance & controls

• Board comprised of 6 directors; 1 Whole-time Director & CFO; 3 Independent Directors.
• Secretarial audit flagged late ROC e-forms with additional fees.
• Internal auditor appointed for FY2026-27: Abhishek M Agrawal & Co.
• CFO certificate affirms accuracy and internal controls compliance.

Related party transactions

• Director remuneration: Sohan Chaturvedi ₹19.71 lakh; Rajesh Sadhwani ₹87.59 lakh loan; ₹30.49 lakh repayment; ₹26.53 lakh interest.
• Clinigenome India: loan ₹12.00 lakh; interest ₹52.35 lakh; sale of goods ₹47.89 lakh.
• Derren Healthcare: loan ₹148.17 lakh; interest ₹191.50 lakh; investments ₹119.44 lakh.
• Independent directors’ sitting fees: ₹0.80 lakh each.

Risks & outlook

• Reliance on Abbott PoC and Amneal; company aims for diversification across new partners.
• Going concern uncertainties for DHPL and Clinigenome, mitigated by management plans and holding company support.
• DHPL capacity expansion to ~90% expected to boost revenue and profitability.

AGM Details

• AGM date and time: 29 September 2026 at 11:00 IST via VC/OAVM.
• Record/Book closure: 23–29 September 2026.
• Deemed venue: registered office.

Ordinary Business

• Adopt standalone financial statements for the year ended 31 March 2026.
• Adopt audited consolidated financial statements for the year ended 31 March 2026.
• Re-appoint Sohan Chaturvedi by rotation as director.

Special Business

• Re-appoint Sohan Chaturvedi as Whole-Time Director for 3 years, remuneration up to Rs 36 lakh annually.
• Provide loans/guarantees/securities under Section 185 up to Rs 50 crore to specified entities.

Material Related Party Transactions

• Material RPT: loans/guarantees/securities to subsidiaries/associates/JVs up to Rs 50 crore.

Voting Mechanics & Timelines

• Cut-off date for voting: 22 September 2026.
• Remote e-voting window: 26–28 September 2026.
• Results to be announced within two working days and posted on company, BSE, NSDL sites.
• Scrutinizer appointed for e-voting; results to be declared within two working days.

Book Closure Details

• Book closure: 23 September 2026 to 29 September 2026 (inclusive).
• Purpose: Closure for the Annual General Meeting (AGM).
• Event date: AGM scheduled for 29 September 2026.

AGM schedule & notices

• AGM on 29 September 2026 at 11:00 A.M. via VC/OAVM
• Draft Notice and Calendar of Events approved

Voting entitlement & e-voting window

• Cut-off date for voting entitlement fixed as 29 Sep 2026
• E-voting period from 26 Sep to 28 Sep 2026 (9:00–17:00 IST)

FY2025-26 reports approved

• Director's Report for FY ended 31 March 2026 approved
• Annual Report for FY 2025-26 approved

Share transfer book closure

• Share transfer book and member registers closed 23–29 Sep 2026

Scrutinizer appointment

• M/S Jaymin Modi & Co. appointed Scrutinizer for AGM e-voting

WTD re-appointment

• Mr. Sohan Chaturvedi re-appointed Whole Time Director, effective 26 Apr 2027
• Term: 3 years, subject to shareholders' approval

Loans/guarantees under Sec 185

• Approval of advances/loans/guarantees/security under Sec 185, subject to shareholders' approval

Key details

• Target Company: Genpharmasec Limited.
• Disclosing Party: Rajesh Mirchumal Sadhwani (Acquirer) and Sneha Sadhwani (PAC), promoter group.
• Transaction Type: Acquisition of voting rights through open-market purchase.
• Pre-Transaction Holding: Rajesh 7,80,00,000 shares (14.09%), Sneha 9,30,01,000 shares (16.80%), Total 17,10,01,000 (30.88%).
• Acquisition: 65,00,000 voting rights acquired by Rajesh Sadhwani (1.17%).
• Mode & Dates: Open-market purchases on 31.08.2026 and 01.09.2026.
• Post-Transaction Holding: Rajesh 8,45,00,000 (15.26%), Sneha 9,30,01,000 (16.80%), Total 17,75,01,000 (32.06% diluted).
• Equity share capital before/after: Rs. 55,37,19,700 (55,37,19,700 shares).
• Total diluted capital after: Rs. 55,37,19,700 (55,37,19,700 shares).