Aarti Pharmalabs Ltd

Legal challenge on stamp duty order

• Demerger scheme sanctioned by NCLT Ahmedabad on Sept 21, 2022.
• Writ petition filed in Gujarat High Court challenging Aug 29, 2026 stamp duty order.
• Order imposes Rs 59.50 crore penalties on the demerger scheme.

Nomination and Remuneration Committee reconstituted

• Reconstitution effective Oct 01, 2026; Jeenal Savla as Chair; Vinay Nayak, Pradeep Thakur, Rashesh Gogri (Executive) as members.

Aarti Pharmalabs Ltd: Trading window closed from October 01, 2026 till 48 hours after the declaration of Financial Results of the Company for the quarter ending on September 30, 2026

Directorate changes

• AGM approved cessation of Shri Rajendra V. Gogri as Non-Executive Non-Independent Director.
• Hetal Gogri Gala redesignated from Managing Director to Whole-time Director, effective Oct 1, 2026.
• Shri Rashesh C. Gogri appointed Managing Director, effective Oct 1, 2026.
• Related-party disclosure notes Rashesh Gogri and Hetal Gogri Gala are related.

AGM Details

• AGM held on Sep 22, 2026 at 11:00 a.m. IST.
• Mode: Video Conference/Other Audio Visual Means (VC/OAVM).
• Voting via remote e-voting and on-site at AGM.
• Record date: Sep 15, 2026; shareholders on record: 1,78,558.
• Attendance via VC: Promoter group 18, Public 54.

Key Resolutions

• Adopt audited standalone and consolidated financial statements; Passed.
• Declare final dividend of ₹2 per equity share; Passed.
• Ratify remuneration of Cost Auditors for the financial year; Passed.
• Rotate Rajendra Gogri; liable to retirement by rotation; Passed.
• Change in designation of Shri C. Gogri; Passed.
• Appoint Shri C. Gogri as Managing Director from Oct 1, 2026; Passed.
• Appoint Shri Rashesh Gala as Whole-time Director; Passed.

Auditor Appointments

• No changes in statutory, secretarial, or cost auditors reported.

Material Related Party Transactions

• No material related party transactions disclosed.

Director Changes

• Rajendra Gogri rotated as director; liable to retirement by rotation.
• Designation changes for Shri C. Gogri; MD appointment approved from Oct 2026.

Dividend

• Final dividend approved: ₹2 per equity share.

Regulation 29(2) disclosure summary

• Target Company: Aarti Pharmalabs Limited.
• Disclosing party: Gloire Trusteeship Services Pvt Ltd (Lotus Family Trust) and Other Promoters (promoter group).
• Transaction Type: Net disposal and concurrent acquisition within promoter group.
• Pre-transaction holding: 3,88,67,400 shares (42.88%) as on 19.09.2025.
• Transaction details: sale of 6,24,500; sale of 24,78,539; acquisition of 2,00,064 shares.
• Post-transaction holding: 3,59,64,425 shares (39.66%) as on 21.09.2026.
• Date(s): 19.09.2025 to 21.09.2026.
• Equity capital before: 90,641,224; after/diluted: 90,679,813.

Business Overview

• Global generic API and Xanthine derivatives leader; strong CDMO/CMO capabilities.
• Part of the Aarti group; FY26 turnover over INR 150+ bn.
• Accredited by USFDA, EU GMP, EDQM, KFDA and COFEPRIS; located near ports in western India.

Operational Highlights

• Tarapur Unit 5 inaugurated in 2026, adding 3,600 TPA capacity.
• Atali, Gujarat greenfield: INR 400 cr capex; 450 KL initial capacity; 80% by Q4 FY26; scalable 8–10x.
• Tarapur brownfield capex INR 210 cr; 9,000 MTPA proposed; 6,000 MTPA utilized; Q1 FY27 operational.
• FY27 R&D investment toward TIDES (Peptides & Oligonucleotides).
• Atali Block 2 capex announced; groundbreaking planned Q3 FY27.
• FY26 capex around INR 400 cr; FY27 outlook similar.

Financial Performance

• Standalone revenue 17,976 INR Mn; YoY growth 1.5%.
• Standalone EBITDA 4,061 INR Mn; EBITDA margin 22.59%.
• Standalone PAT 1,762 INR Mn; PAT margin 9.80%.
• Consolidated revenue 18,194 INR Mn; EBITDA 4,024 INR Mn.
• Consolidated PAT 1,747 INR Mn; PAT margin 9.60%.
• Diluted EPS (Standalone) 19.42 INR.
• Diluted EPS (Consolidated) 19.25 INR.

Capital Structure & Liquidity

• FY26 finance costs INR 469 Mn; FY25 INR 269 Mn.
• Depreciation & amortisation FY26 INR 1,043 Mn.
• FX gain/(loss) FY26 INR 332 Mn.
• Consolidated finance costs rose YoY to INR 469 Mn from INR 269 Mn.

Strategic Priorities & Outlook

• Growth engine for CDMO/CMO with large expansion potential.
• Aim for 15-18% CAGR in revenue and EBITDA over 3-4 years.
• FY26 capex around INR 400 cr; FY27 outlook similar.
• R&D investment FY27 toward TIDES to expand portfolio.
• Atali Block 2 capex announced; groundbreaking planned Q3 FY27.

Governance & Leadership

• 7th AGM held Sept 22, 2026; Company Secretary and Legal Head Jeevan Mondkar.

AGM details

• Held on Sep 22, 2026 at 11:00 IST via VC/OAVM.
• Cut-off date for voting: Sep 15, 2026.
• Remote e-voting window: Sep 19–21, 2026; on-site voting available at AGM.

Key resolutions

• Adopt audited standalone and consolidated financial statements with reports.
• Declare final dividend of Rs 2 per equity share.
• Director Rajendra Gogri to retire by rotation; not reappointed.
• Ratify cost auditors’ remuneration for FY 2027.
• Change Hetal Gogri Gala from MD to Whole-time Director; Oct 1, 2026.
• Appoint Rashesh C. Gogri as MD from Oct 1, 2026.

Voting status

• Results awaited; to be declared within 2 working days.
• Results to be posted on company website and stock exchanges.
• Dividend resolution outcome pending.

Dividend

• Final dividend of Rs 2 per equity share proposed.

Director changes

• Hetal Gogri Gala to become Whole-time Director; MD designation removed.
• Rashesh C. Gogri appointed MD from Oct 1, 2026.

Auditors

• Cost Auditors remuneration for FY 2027 ratified.

Stamp duty order details

• Official order from the Office of the Superintendent of Stamps, Gujarat, dated 01.09.2026.
• Stamp duty Rs 25 crore with penalties totaling Rs 34.5 crore; total liability Rs 59.5 crore.
• Date of order receipt: 01.09.2026; physical copy awaited.
• Alleged short payment/non-payment of stamp duty on NCLT order dated Sept 21, 2022.
• Company evaluating order; intends to challenge; believes it has strong merits.
• Impact on operations not crystallized; management to assess financial impact and respond.
• The order relates to the Scheme of Arrangement (Demerger) between Aarti Industries and Aarti Pharmalabs sanctioned by NCLT.