Chandra Bhagat Pharma Ltd

In-principle approval for preferential issue

• BSE granted in-principle approval on Oct 12, 2026 for 66 lakh warrants.
• Warrants convertible into 66 lakh equity shares, price not less than Rs 44.
• Issue is to promoters and non-promoters on a preferential basis.
• Listing application to be filed within 20 days of allotment.
• Issuer to ensure compliance with ICDR, LODR, and Companies Act requirements.
• Undertakings to ensure no intra-day trading by allottees until allotment date.
• Depositories may automatically release excess lock-in on allotment.
• Exchange may withdraw in-principle approval for misrepresentation or non-compliance.
• No listing approval implied; separate listing formalities apply.
• Exchange advised strengthening internal controls to monitor trades by proposed allottees.

AGM Details

• AGM held on September 1, 2026 at the registered office in Mumbai.
• Mode: physical meeting with voting via ballot papers.
• Record date: 25 August 2026; on-record shareholders: 295.
• Voting results declared with requisite majority for all resolutions.

Resolutions and outcomes

• Adoption of annual accounts — Passed with all votes in favour.
• Re-appointment of Pranav Hemant Bhagat — Passed.
• Increase in authorized share capital — Passed.
• Issuance of up to 66,00,000 convertible warrants on a preferential basis — Passed.

Dividend

• No dividend proposed or declared.

Director changes

• Re-appointment of Pranav Hemant Bhagat as director (liable to retirement by rotation).

Auditors

• No changes to statutory/secretarial/cost auditors announced.

Material related party transactions

• Preferential issuance of convertible warrants to promoters and non-promoters.

Other material approvals

• None reported.

AGM Details

• Date and time: 01 Sep 2026, 04:00 PM.
• Mode: Physical AGM.
• Venue: 323-F, Bhagat Bhuvan, Dr. Ambedkar Road, Matunga (East), Mumbai.
• Cut-off date for voting eligibility: 25 Aug 2026.

Key Resolutions

• Ordinary: Adoption of annual accounts.
• Ordinary: Re-appointment of Pranav H. Bhagat; liable to retire by rotation.
• Special: Increase in authorised share capital.
• Special: Issue up to 66,00,000 convertible warrants on preferential basis for cash.

Voting Status

• Results to be announced within two working days after Scrutinizer report.
• Voting conducted via polling papers; e-voting exemption applied.
• No outcome disclosed in this extract.

AGM Corrigendum

• Corrigendum to AGM notice includes link to SEBI ICDR certificate for 66,00,000 warrants.
• AGM scheduled 1 September 2026 at 04:00 PM IST at Mumbai registered office.
• 66,00,000 warrants will be issued on a preferential basis; in-principle approval previously filed.
• Certificate link hosted on company website: https://cbcpharma.com/wp-content/uploads/2026/08/CS-Certificate.pdf.
• Corrigendum forms integral part of AGM notice and will be read with it.
• Scrutinizer for voting: M/s Amit Dharmani & Associates appointed.
• Notice to shareholders dispatched 6 August 2026; corrigendum emailed 20 August 2026.
• Corrigendum released via MUFG Intime India Private Limited; available on BSE.
• Other AGM contents unchanged except revised item.

Financial highlights

• Revenue from operations: ₹11,627.17 Lakhs; total revenue: ₹11,962.50 Lakhs.
• PBT ₹410.50 Lakhs; PAT ₹304.61 Lakhs; current tax ₹116.24; deferred tax ₹(10.35).
• YoY: 2026 revenue up from ₹8,880.54; PAT up from ₹85.78.
• Total tax expense: ₹105.89 Lakhs.

Operations and revenue mix

• Export revenue ₹8,024.23 Lakhs; domestic ₹3,188.41; other operating income ₹414.52.
• Total expenses ₹11,552.01 Lakhs; purchases ₹9,697.87; change in finished goods ₹(341.60).
• Employee benefits ₹300.77; finance cost ₹200.30; depreciation ₹109.85; other expenses ₹1,584.82.
• PAT ₹304.61; PBT ₹410.50.

Fundraising plan & use of proceeds

• Authorised capital proposed to ₹15 Crore from ₹8.50 Crore.
• 66,00,000 Convertible Warrants proposed; issue price ₹44 per warrant; aggregate ₹29.04 Crore.
• Proceeds: working capital ₹22.00 Crore; general corporate ₹7.04 Crore.
• Minimum issue price ₹38.46; relevant date 31 July 2026.
• Warrants exercisable within 18 months; listing and lock-in per ICDR Regulations.
• Promoter and non-promoter allottees; post-issue holdings to be determined.
• Allotment to be completed within 15 days of passing the resolution.

Governance & leadership

• Board: Hemant C Bhagat (MD); Pranav H Bhagat (WTD); Prachi Pranav Bhagat (Director/CFO); Ravindra Awati; Abha Doshi; Rajni Dawani (CS).
• Audit Committee: 4 members; Chair Hemant Bhagat; Members Abha Doshi, Ravindra Awati; Secretary Rajni Dawani.
• Nomination & Remuneration Committee: 4 members; Chair Pranav Bhagat; Members Ravindra Awati, Abha Doshi; Secretary Rajni Dawani.
• Statutory Auditor: M/s A Y & Company; Secretarial Auditor: Amit Dharmani & Associates.
• SME listing exempts Corporate Governance requirements; internal controls affirmed.

Business model & operations

• Core business: Ethical pharma formulations; contract manufacturing; API; single segment.
• Revenue mix reiterated: export 8,024.23; domestic 3,188.41; other income 414.52.
• Future focus: vaccines, CRAMS, R&D; FDA/WHO approvals; pan-India expansion.
• No subsidiary or JV; growth via MOUs for dedicated manufacturing and distribution.

Risks, controls & compliance

• Internal controls adequate; audits confirm operating effectiveness.
• Secretarial audit: compliance with laws; Annexure D; no major non-compliance.
• CSR not applicable; deposits not accepted; SME listing exemptions apply.
• Related party transactions are arm's length; Form AOC-2 attached.

Outlook & strategy

• Outlook: cautiously optimistic; growth via vaccines and near-Mumbai manufacturing.
• Plan to launch Hepatitis A and IPV vaccines; expand warehousing and R&D.
• Opportunities: vaccines demand; government programs; export growth; competition risk.
• Strategy includes pan-India expansion and enhanced field force for ethical marketing.

Shareholder capital & ownership

• Equity capital: 75,45,056 shares; paid-up ₹754.51 Lakhs; authorised ₹850.00 Lakhs.
• Promoter holdings: Hemant Bhagat 35.50%; Chitra Bhagat 16.34%; Pranav Bhagat 10.10%.
• Dividend not declared for 2025-26.
• Listed on BSE SME; Registrar: MUFG Intime India Private Ltd.

Capital and warrants

• Authorized share capital increased to Rs 15 crore, subject to shareholder approval.
• Issue of up to 66,00,000 convertible warrants at Rs 44 each (incl. premium).
• Warrants aggregate value up to Rs 29.04 crore, subject to shareholder approval.
• Conversion on a 1:1 basis within 18 months; upfront 25% payment, remaining on conversion.
• Issue price complies with SEBI floor price norms.

AGM, Directors' Report

• Directors' Report for FY ended 31 March 2026 approved.
• AGM scheduled for 1 September 2026 at 4:00 PM at the registered office.

Governance actions

• M/s Amit Dharmani & Associates appointed as scrutiniser for AGM.

Meeting Details

• Board meeting scheduled for 5 August 2026; time and venue not disclosed.

Key Agenda Items

• Increase in Authorised Share Capital of the company.
• Consider fund raising by issue of Equity Shares/convertible warrants via preferential allotment.
• Fix date, time, and place for EOGM to approve the preferential issue.

Other Notes

• Trading window closed for connected persons from 30 July 2026 until 48 hours after conclusion.