Nature of the Event
This document is a notice convening the 41st Annual General Meeting (AGM) of Biofil Chemicals and Pharmaceuticals Limited, submitted to BSE Limited and the National Stock Exchange of India Limited pursuant to Regulation 30 read with Schedule III Part A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Quantitative Figures
The notice seeks approval for material related party transactions with Cyano Pharma Private Limited for an aggregate value of up to ₹20 Crores (Rupees Twenty Crores only) for the financial year 2026-27. Previous transactions with this related party amounted to ₹518.99 Lakhs for FY ended March 31, 2026, and ₹39.37 Lakhs for the current FY up to the quarter preceding the approval sought.
Dates of Action
- AGM Date: Wednesday, 23rd September, 2026 at 03:00 P.M. (IST)
- Cut-off date for determining voting rights: Wednesday, 16th September, 2026
- Remote e-voting period: Begins Sunday, 20th September, 2026 at 9:00 A.M. and ends Tuesday, 22nd September, 2026 at 5:00 P.M.
- Board and Audit Committee meeting date: 11th August, 2026
Parties or Entities Involved
- Related Party: Cyano Pharma Private Limited (CPPL)
- Registrar and Share Transfer Agent: Ankit Consultancy Private Limited
- e-Voting Agency: Central Depository Services (India) Limited (CDSL)
- Scrutinizer: Ms. Darshika Wankhede, Practicing Company Secretary (Membership No. ACS-79800; CP No. 28624)
- Key Individuals: Mr. Smitesh Shah (DIN: 00326182), Mr. Ashok Kumar Ramawat (DIN: 08818263), Mr. Ketan Shah (Chairman and Managing Director), Apoorv Jain (Company Secretary & Compliance Officer)
Purpose or Stated Rationale
The AGM is being convened to seek shareholder approval on several matters:
1. To consider and adopt the Audited Financial Statements for the year ended March 31, 2026.
2. To appoint a director in place of Mr. Smitesh Shah who retires by rotation.
3. For continuation of Mr. Ashok Kumar Ramawat as a Non-Executive Independent Director beyond the age of 75 years (attains 75 on 27th September, 2027).
4. To approve material related party transactions with Cyano Pharma Private Limited, which are in the ordinary course of business and intended to optimize marketing and distribution costs, leverage CPPL's established supply network, strengthen operational synergies, improve capacity utilization, and enhance business efficiencies.
Financial or Operational Impact
The material related party transactions with CPPL are expected to contribute to higher sales and profitability of the Company. The value of the proposed transactions represents approximately 70.43% of the Company's annual consolidated turnover for FY 2025-26 (based on audited figures).
Capital Structure Impact
No direct impact on capital structure is mentioned in the notice. The director re-appointment and continuation items do not affect the share capital.
Governance Impact
The notice includes the re-appointment of a director and special approval for continuing an independent director beyond age 75, which has governance implications requiring shareholder approval.
Additional Information
The notice contains extensive instructions for shareholders regarding:
- Electronic dispatch of notice and annual report
- Dematerialization of shares
- Registration of email addresses
- e-Voting procedures through CDSL and depositories
- Virtual attendance at the AGM via video conference
- Shareholder grievance redressal mechanisms
- Scrutinizer appointment for vote counting
The explanatory statement provides detailed disclosures about the related party transaction, including nature of business, relationship between parties, previous transaction values, and justification for the transactions being in the company's interest.
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