Chemiesynth (Vapi) Limited shareholders adopted the audited financial statements for the year ended March 31, 2026, during the company's 40th Annual General Meeting held on September 30, 2026.

The meeting also approved the reappointment of Mr. Rushabh Mehta as a director liable to retire by rotation. Additionally, members passed special resolutions to increase authorized share capital and issue preference shares, signaling a strategic shift in the company's capital structure.

Capital structure expansion

Alongside the adoption of financials, members passed a special resolution to increase the company's authorized share capital from ₹3.25 crore to ₹18.25 crore. The revised capital structure comprises 32,50,000 equity shares of ₹10 each and 1,50,00,000 preference shares of ₹10 each. Consequently, the Articles of Association were completely overhauled to align with the Companies Act, 2013 and enable the new share classes.

Preference share issuance approved

The AGM approved the issuance of up to ₹15 crore in unlisted non-convertible cumulative redeemable preference shares (NCRPS). The special resolution authorizes the board to offer these shares at par value of ₹10 each on a private placement basis. The instruments carry a fixed dividend rate of 5% per annum, payable on a cumulative basis, and remain non-convertible into equity. This capital raise aims to strengthen the company’s financial structure without diluting existing equity holders.

The newly issued NCRPS will be fully redeemable upon the expiry of seven years from allotment. Both the company and subscribers hold call and put options respectively, exercisable after two years with 30 days' prior written notice. Voting rights for these preference shares are restricted strictly to matters affecting their direct interests, as per Section 47 of the Companies Act, 2013.

Related party transactions approved

The AGM also ratified related party transactions for FY27 with group entities under common control. These approvals cover inter-corporate deposits, loans, goods trading, and subscription to non-convertible securities within prescribed annual limits.

What the numbers show

The simultaneous increase in authorized capital and approval of related party transaction limits indicates a strategic shift toward intra-group financing. By raising the cap for transactions with CS Speciality Chemicals and CS Fine Interchem to ₹15 crore and ₹10 crore respectively, the company is preparing for expanded operational or financial linkages within its promoter group. The preference share structure, capped at ₹15 crore, provides a debt-like instrument that does not impact equity voting control while offering a fixed 5% return to likely internal or allied subscribers.

Chemiesynth (Vapi) Limited has scheduled its 40th Annual General Meeting for September 30, 2026. The meeting will convene at the company’s registered office in Vapi, Gujarat, to transact ordinary and special business for FY26.

Capital Raise Proposal

The Board proposes issuing unlisted 5% Non-Convertible Cumulative Redeemable Preference Shares (NCRPS) on a private placement basis. The aggregate amount raised will not exceed ₹15 crore, divided into 1.5 crore shares of face value ₹10 each.

The funds are intended for long-term funding requirements, working capital needs, business expansion, and general corporate purposes. A valuation report dated August 11, 2026, by IBBI-registered valuer Mr. Bhavesh M. Rathod supports the issue price of ₹10 per share.

Related Party Transactions

Shareholders will vote on approving related-party transactions with group companies and promoters for FY27. The total annual limit for these transactions is capped at ₹36 crore across four entities:

• CS Speciality Chemicals Pvt Ltd: ₹15 crore limit for intercorporate deposits, loans, and goods/assets trade.
• CS Fine Interchem Pvt Ltd: ₹10 crore limit for purchase/sale of goods, assets, and services.
• Star Performance Chemicals Pvt Ltd: ₹1 crore limit for intercorporate deposits and interest.
• Promoters Satish B. Zaveri and Sandip S. Zaveri: ₹10 crore limit for receipt and repayment of unsecured loans.

Corporate Governance Changes

The agenda includes increasing the authorised share capital from ₹3.25 crore to ₹18.25 crore. This increase accommodates the proposed preference share issuance. Additionally, the company seeks approval to adopt a new set of Articles of Association aligned with Table F of Schedule I to the Companies Act, 2013.

Mr. Rushabh Mehta, a non-independent non-executive director, is liable to retire by rotation and seeks reappointment.

Regulatory Compliance and Shareholder Updates

Pursuant to Regulation 36(1)(b) of the SEBI Listing Regulations, the company has sent letters with web-links to the Annual Report for FY26 to members who have not registered email addresses. The cut-off date for this communication is September 23, 2026.

The company also reminds security holders holding physical securities to update KYC details as per SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024. This includes recording PAN, address, mobile number, bank account details, specimen signature, and nomination choice. Payments for folios without updated details will only be made electronically from April 1, 2024 onwards. Shareholders are encouraged to dematerialize physical securities and register email IDs to avail online services.