BSEGeneral22 Oct 2026 · 22 Oct 2026, 08:18 pm
Disvestment of entire stake in Material subsidiary Convert outstanding debt extended to Material subsidiary into equity shares Appointment of Additional independent non-executive director
Kilitch Drugs India Ltd · 524500
✦ AI SummaryDivestiture
Kilitch Drugs India Ltd has announced the disvestment of its entire stake in Material subsidiary Kilitch Estro Biotech PLC, conversion of outstanding debt into equity shares, and appointment of two independent directors.
Analysis Scores
Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk1/10
Balance Sheet Risk3/10
Liquidity Impact6/10
Market Sentiment5/10
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Kilitch Drugs India Ltd - 524500 - Board Meeting Outcome for Outcome Of Board Meeting
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Kilitch Drugs (India) Ltd. Ki
22” October, 2026
National Stock Exchange of India, BSE Limited,
Listing Department, Department of Corporate Services - Listing,
Bandra Kurla Complex Phiroze Jeejebhoy Towers,
Bandra East, Dalal Street,
Mumbai - 400 051 Mumbai- 400 001
Dear Sir,
Sub.: Outcome of the Board Meeting
Pursuant to Regulations 30 read with Schedule III of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR”),
we would like to inform you that the Board of Directors (the “Board’’), at their meeting held today
i.e. 224 October, 2026, have considered and approved the following;
1. Sell, transfer and otherwise dispose of its entire shareholding in Kilitch Estro Biotech PLC, a
company incorporated under the laws of the Federal Democratic Republic of Ethiopia,
(including any additional equity shares acquired by the Company pursuant to the conversion of
its outstanding debt including service cost into equity shares of Kilitch Estro Biotech PLC prior
to completion of the divestment), to HarmeeCare Pharmaceuticals, a state-owned public
enterprise established under the laws of the Oromia Regional State of Ethiopia. The aggregate
consideration payable by the buyer for the sale of 100% (hundred percent) shareholding of KEB
(and to enable KEB to discharge its existing debts and liabilities) shall be USD 14,000,000
(United States Dollars Fourteen Million) out of which, the consideration due to the Company
shall be USD 12,855,000 (United States Dollars Twelve Million Eight Hundred and Fifty Five
Thousand).
2. To convert the entire outstanding debt including service cost aggregating upto INR [57.00
Crores] (extended by the Company to Kilitch Estro Biotech PLC, a company incorporated under
the laws of the Federal Democratic Republic of Ethiopia and a material subsidiary of the
Company as per applicable laws (“KEB”) into equity shares of KEB, in compliance with FEMA
and other applicable laws including reporting requirements and other compliances
(“Conversion”).
The details required with respect to the transaction specified in Point No. | and Point No. 2 under
Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read
with circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are
enclosed as Annexure A and Annexure B.
GNI.
434852003 WHO CERTIFIED
Corporate office : 37/39, Ujagar Industrial Estate, W. T. Patil Marg, Deonar, Mumbai - 400 088. « Tel.: +91-22-6121 4100 « Fax : +91-22-6703 1658
Registered Office & Manufacturing unit : C-301/2, M.1.D.C., T.T.C. Industrial Area, Pawane Village, Navi Mumbai - 400 705. Maharashtra.
o CIN: L24239MH1992PLC066718 Tel.: +91-22-6299 6300 « Fax : +91-22-2768 0912 » E-mail : info@kilitch.com « Website : www.kilitch.com
Kilitch Drugs (India) Ltd. KI
3. Appointment of Dr. Milind Kishor Madha ni (DIN:02378529) as an Additional Director
(Non-executive, Independent) for a period of 5 years with effect from 23" October, 2026,
subject to member’s approval at ensuing EGM. Brief Profile of Dr. Milind Kishor Madhani
is enclosed herewith as annexure - C
4. Appointment of Mr. Gautam Rajan (DIN:00060730) as an Additional Director (Non-
executive, Independent) for a period of 5 years with effect from 23" October, 2026, subject
to member’s approval at ensuing EGM. Brief Profile of Mr. Gautam Rajan is enclosed
herewith as annexure — D
5. Notice of Extra Ordinary General Meeting (“EGM”) of the Company to be convened and
held on Monday, 16" October, 2026 at 9:00 am through video conferencing and other audio
visual means only
6. Appointment of Mr. Deep Shukla and Associates, Practicing Company Secretary as
Scrutinizer to conduct the entire voting process at EGM of the Company (including e-
voting) and to submit the Report for declaration of the results thereof
The Board Meeting commenced at 17:30 hours IST and concluded at 20.05 hours IST.
We request you to kindly take note of the same and acknowledgement the receipt
For Kilitch Drugs (India) Limited
Mukund Mehta
Managing Director
; NDIA
9004:2008 ata
13485:2003 WHO CERTIFIED / harmacy of the World
Corporate office : 37/39, Ujagar Industrial Estate, W. T. Patil Marg, Deonar, Mumbai - 400 088. « Tel.: +91-22-6121 4100 » Fax : +91-22-6703 1658
Registered Office & Manufacturing unit : C-301/2, M.1.D.C., T.T.C. Industrial Area, Pawane Village, Navi Mumbai - 400 705. Maharashtra.
¢ CIN: L24239MH1992PLC066718 e Tel.: +91-22-6299 6300 » Fax : +91-22-2768 0912 « E-mail : info@kilitch.com » Website : www.kilitch.com
tats
.tec
Kilitch Drugs (India) Ltd.
(Annexure A)
Details with respect divestment in Kilitch Estro Biotech PLC, a material subsidiary of the Company
as required under Regulation 30 Read with Schedule III of the LODR and SEBJ Circular
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.
Sr. Particulars Details
1. | The amount and percentage of the
turnover or revenue or income and net Particulars Consolidat | %
worth contributed by Kilitch Estro ed
Biotech PLC during the last financial
Turnover | 47.57 | 235.47 20.20
year.
FY 2025- %
(amount in
crores)
Net Worth | (8.43) | 267.87 (3.14)
as; on 31” %
March,
2026
(amount in
Crores)
2. | Date on which the agreement for sale Binding minutes of meeting between parties
has been entered into have been signed on 22" October, 2026 which
sets out the key terms of the divestment. Share
purchase agreement and other transaction
documents will be signed in due course.
3. | The expected date of completion of 31/01/2027
sale/disposal.
4. | Consideration due from — such USD 1,28,55,000
sale/disposal.
5. | Brief details of buyers and whether HarmeeCare Pharmaceuticals, a state-owned
any of the buyers belong to the public enterprise established under the laws of
promoter/ promoter group/group the Oromia Regional State of the Federal
companies. If yes, details thereof. Democratic Republic of Ethiopia. The buyer
does not belong to the promoter/promoter
group/ group companies.
6. | Whether the transaction would fall No, the transaction does not fall within related
within related party transactions? If
SONIA
139 40 80 51 :: 22 00 00 38 WHO CERTIFIED _» Pharmacy of the World
Corporate office : 37/39, Ujagar Industrial Estate, W. T. Patil Marg, Deonar, Mumbai - 400 088. e Tel.: +91-22-6121 4100 « Fax : +91-22-6703 1658
Registered Office & Manufacturing unit : C-301/2, M.1.D.C., T.T.C. Industrial Area, Pawane Village, Navi Mumbai - 400 705. Maharashtra.
e CIN: L24239MH1992PLC066718 « Tel.: +91-22-6299 6300 « Fax : +91-22-2768 0912 » E-mail : info@kilitch.com » Website : www.kilitch.com
Kilitch Drugs (India) Ltd.
yes, whether the same is done at
“arm’s length”.
Whether the sale, lease or disposal of Yes, consent of members of the company is
the undertaking is outside Scheme of being sought under Regulation 37A of LODR
Arrangement? If yes, details of the Regulations and other applicable legal
same including compliance with provisions and the transaction is subject to
regulation 37A of LODR Regulations. receipt of such approval of members.
Additionally, in case of a slump sale, NA
indicative disclosures provided for
amalgamation/merger, shall —_be
disclosed by the listed entity with
respect to such slump sale.
Others NA
(Annexure B)
Details with respect to acquisition of additional equity shares pursuant to the conversion of the
Company’s outstanding debt including service cost aggregating upto INR 57.00 Crores extended
to Kilitch Estro Biotech PLC (“KEB”), a material subsidiary of the Company, into equity shares
of KEB as required under Regulation 30 read with Schedule III of the LODR and SEBI Circular
HO/49/14/14(7)2025-CFD-POD2/I/3 762/2026 dated January 30, 2026.
Particulars Details
Name of the target entity, details in Kilitch Estro Biotech PLC
brief such as size, turnover etc. Size/Turnover: 47.57 Crores
Whether the acquisition would fall Kilitch Estro Biotech PLC, being a material
within related party transaction(
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