EGM Details

The Extraordinary General Meeting of Kilitch Drugs (India) Limited will be held on Monday, 16th November, 2026, at 09:00 AM (IST) through Video Conferencing or Other Audio Visual Means only. The deemed venue is the Registered Office of the Company at C-301/2, M.I.D.C. TTC Industrial Area, Pawane Village, Navi Mumbai - 400 705.

Cut-off Date and Voting Information

The cut-off date for determining members entitled to vote is Friday, 6th November, 2026. The remote e-Voting facility will be provided by MUFG Intime India Private Limited and will commence on Friday, 13th November, 2026 at 9:00 AM (IST) and end on Sunday, 15th November, 2026 at 5:00 PM (IST).

Agenda Items and Resolutions

Item No. 1: Approval to Sell Entire Shareholding in Material Subsidiary (Special Resolution)

The company seeks approval to sell its entire shareholding in Kilitch Estro Biotech PLC (KEB), a material subsidiary incorporated in Ethiopia, to HarmeeCare Pharmaceuticals, a state-owned public enterprise in Ethiopia's Oromia Regional State.

Key Terms:

  • The Buyer is an independent party, not a related party
  • Aggregate consideration for 100% of KEB: USD 14,000,000
  • Consideration due to Kilitch Drugs: USD 12,855,000
  • Company must provide a bank guarantee for 10% of consideration for indemnity obligations
  • Includes any equity shares arising from conversion of outstanding debt prior to completion
  • Requires approval under Section 180(1)(a) of Companies Act, 2013 and SEBI Listing Regulations 24(5) and 37A
  • Regulation 37A requires votes cast by public shareholders in favor must exceed votes against

Rationale: The divestment is part of strategic evaluation to focus on core business, optimize resources, and reduce financial costs. KEB has been unable to achieve sustainable profitability due to foreign exchange challenges, global economic conditions, and underutilization of production capacity.

Use of Proceeds: Net proceeds will be used for repayment of existing loans, reduction of interest burden, expansion of new manufacturing facility in Pen, Maharashtra, and general corporate purposes.

Item No. 2: Approval to Convert Existing Debt in Material Subsidiary (Ordinary Resolution)

The company seeks approval to convert the entire outstanding debt including service cost aggregating up to INR 57.00 Crores extended to KEB into equity shares of KEB.

Impact: Upon conversion, the company will be allotted 166,472 additional equity shares of KEB, increasing its shareholding from 67% to 89.17%. These additional shares will form part of the shares to be sold to HarmeeCare Pharmaceuticals under the KEB Sale, with the consideration of USD 12,855,000 covering both existing and converted shares.

This constitutes a material related party transaction under Regulation 23 of SEBI Listing Regulations as it exceeds 10% of the annual consolidated turnover.

Item No. 3: Appointment of Dr. Milind Kishor Madhani as Non-executive Independent Director (Special Resolution)
  • DIN: 02378529
  • Appointed as Additional Director (Independent and Non-Executive) effective 23rd October, 2026
  • Proposed term: 5 consecutive years effective from 23rd October, 2026
  • Qualifications: Bachelor of Dental Surgery (BDS)
  • Expertise: Dental surgeon with 30 years of practice in Mumbai, multi-asset investor and trader
  • No directorships in other listed companies
  • No shareholding in the company
Item No. 4: Appointment of Mr. Gautam Rajan as Non-executive Independent Director (Special Resolution)
  • DIN: 00060730
  • Appointed as Additional Director (Independent and Non-Executive) effective 23rd October, 2026
  • Proposed term: 5 consecutive years effective from 23rd October, 2026
  • Qualifications: M.S in Physics, MBA in Marketing
  • Expertise: Decades of experience in manufacturing, distribution of medical lab equipment and analytical instrumentation for Energy and Healthcare markets in India and South Asia
  • No directorships in other listed companies
  • No shareholding in the company

Financial Impact

The divestment will result in cash inflow of USD 12,855,000 (approximately INR [amount based on prevailing exchange rate]). The debt conversion of INR 57 Crores will increase the company's investment in KEB before the subsequent sale.

Voting Requirements

  • Item 1: Special Resolution with public shareholder voting requirement under Regulation 37A
  • Item 2: Ordinary Resolution
  • Items 3 & 4: Special Resolutions for director appointments

Inspection of Documents

All documents referred to in the notice are available for electronic inspection by members from the date of circulation until the EGM date (16th November, 2026) by emailing pushpanyoupane@kilitch.com.

Scrutinizer Appointment

Deep Shukla & Associates, Company Secretaries appointed as Scrutinizer for the e-voting process.