EGM on 16 Nov 2026 to vote on sale of entire stake in Ethiopian subsidiary, debt conversion, 2 director appointments
Extraordinary General Meeting on Monday, 16th November, 2026 at 9:00 am IST, held only through video conferencing / other audio-visual means.
By ScoutQuest · · 2 min read
- Aggregate consideration for 100% of subsidiary
- USD 14,000,000
- Consideration due to the company
- USD 12,855,000
- Debt conversion into subsidiary equity
- upto INR 57.00 Crores
The company has called an Extraordinary General Meeting for Monday, 16th November, 2026 at 9:00 am IST. It will be held only through video conferencing or other audio-visual means, and shareholders recorded on the cut-off date of Friday, 6th November, 2026 can vote. The notice places four items before shareholders.
1. Sale of the entire stake in the Ethiopian subsidiary: The Board has approved, subject to shareholder approval and to execution of transaction documents, the sale and transfer of the entire shareholding held by the company in Kilitch Estro Biotech PLC, its material subsidiary incorporated in Ethiopia, to HarmeeCare Pharmaceuticals. The buyer is a state-owned public enterprise established under the laws of the Oromia Regional State of the Federal Democratic Republic of Ethiopia, described as an independent buyer and not a related party.
- The aggregate consideration payable by the buyer for 100% of the subsidiary, and to enable it to discharge its existing debts and liabilities, is USD 14,000,000.
- Out of that, the consideration due to the company is USD 12,855,000.
- The sale covers the company's stake plus any equity shares arising from conversion of outstanding debt (including service cost) extended by the company to the subsidiary into equity shares, before completion.
- The company holds 54,480 equity shares and other minority shareholders hold 26,833 equity shares in the subsidiary, together 67% of its share capital.
This is a special resolution. Under Regulation 37A, it will be acted upon only if the votes cast by public shareholders in favour exceed the votes cast against.
2. Converting debt into equity of the subsidiary: An ordinary resolution seeks approval to convert the entire outstanding debt, including service cost, aggregating upto INR 57.00 Crores, extended by the company to Kilitch Estro Biotech PLC, into equity shares of that subsidiary, in compliance with FEMA and other applicable laws.
3. Two independent directors: Special resolutions propose appointing Dr. Milind Kishor Madhani (DIN: 02378529) and Mr. Gautam Rajan (DIN: 00060730) as non-executive independent directors. Both were appointed as additional directors with effect from 23rd October, 2026 and, if approved, will hold office for a term of 5 (five) consecutive years effective from that date, not liable to retire by rotation. Both appointments carry a recommendation of the Nomination and Remuneration Committee.
4. Voting window: Remote e-voting opens at 9:00 AM IST on Friday, 13th November, 2026 and ends at 5:00 PM IST on Sunday, 15th November, 2026. Members who have not voted remotely can vote through the e-voting facility during the meeting.
What the two main items do
The subsidiary sale and the debt conversion are linked: the debt given to the Ethiopian subsidiary can be turned into its equity shares before the sale completes, and the sale covers those shares too. Shareholders are being asked to approve both the exit from the subsidiary and the conversion in the same meeting. The director appointments are board-composition items decided by the same vote.
Also from Kilitch Drugs India
Kilitch Drugs to divest Ethiopian subsidiary Kilitch Estro Biotech to HarmeeCare for US$14 million; plans new Pen facility
23 Oct 2026
Board approves divestment of 100% stake in Ethiopian material subsidiary, conversion of INR 57.00 Crores debt
23 Oct 2026
More numbers
- Aggregate consideration payable by buyer for 100% of the material subsidiaryUSD 14,000,000
- Consideration due to the company from the subsidiary saleUSD 12,855,000
- Outstanding debt including service cost proposed to be converted into equityINR 57.00 Crores
- Equity shares held by the company in the material subsidiary54,480 equity shares
- Equity shares held by other minority shareholders in the material subsidiary26,833 equity shares
- Combined holding of company and minority shareholders in the subsidiary67%
- Shareholding of the subsidiary being sold100%
- Term of the proposed independent director appointments5 (five) consecutive years
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