Anlon Healthcare Ltd

Share swap and capital action

• Adoption of two share-swap agreements to acquire up to 44.94% in AOPL and 47.41% in BLPL.
• Total preferential issue of up to 8,58,83,617 equity shares (non-cash).
• Swap ratios: 1:14.45 for AOPL and 1:8.96 for BLPL.
• Share swap price Rs 17.85 per share.
• AOPL beneficiaries up to 6,52,76,283 shares; BLPL beneficiaries up to 2,06,07,334 shares.
• Rounding of fractional entitlements to the nearest whole share.
• Subject to necessary approvals and rounding of fractional entitlements.
• Acquisitions aim to strengthen supply chain and shareholder value.

AGM and record-date / e-voting

• Increase authorized share capital from Rs 1,100 crore to Rs 1,300 crore; shareholder approval required.
• AGM set for Sep 5, 2026 via VC/OAVM.
• Register of Members closed Aug 29 to Sep 4, 2026.
• EVoting window Sep 2-4, 2026; cut-off for e-voting Aug 28, 2026.
• Scrutinizer appointed: M/s. KP Ghelani & Associates.

Related party transactions and approvals

• Material RPTs with Apiqo Organics and Bizotic Lifescience; details in Annexures D–I.
• FY25-26 related-party transactions total Rs 1994.14 Lakhs.
• Current year up to prior quarter Rs 56.34 Lakhs.
• Proposed aggregate RPTs for approval Rs 10,000 Lakhs; Yes; 116.31% turnover.
• Promoter/director interests: Punitkumar Rasadia and Meet Atulkumar Vachhani.
• Valuation report placed before Audit Committee.

Parties involved

• Anlon Healthcare Limited (issuer)
• Apiqo Organics Private Limited (AOPL)
• Bizotic Lifescience Private Limited (BLPL)

Purpose

• Acquire further shares in AOPL and BLPL via share swap.
• Strengthen supply of critical materials and enable strategic synergies.

Key terms

• Acquisition up to 44.94% in AOPL and 47.41% in BLPL.
• Aggregate consideration Rs 1,165,179,600 for AOPL; Rs 367,840,000 for BLPL.
• Issuance of up to 4,516,200 AOPL shares and 2,299,000 BLPL shares.
• Swap ratios 1:14.45 (AOPL) and 1:8.96 (BLPL).
• Total shares to be issued up to 8,58,83,617.
• No cash consideration; subject to approvals.
• Completion within 90 days from signing; closing conditions apply.
• Regulatory approvals for swap shares; listing/trading approvals required.

Related party status

• Promoters/promoter group have interests in AOPL and BLPL.
• Transaction is related party; arm's length per SSA.

Impact

• Strengthen materials supply; enable strategic synergies and long-term shareholder value.
• No change in control of Anlon; acquisition expands minority stakes in AOPL/BLPL.

Other disclosures

• Annexures provide post-swap shareholding and investor counts.
• Regulatory approvals for preferential issue and listing are required.
• Proposed completion window: 90 days from signing; closing conditions apply.

Amendment / termination

• Revision of disclosed percentages; no other changes.

Financial Performance

• Q1 FY27 consolidated income: Rs 87.62 crore, up from Rs 33.31 crore.
• Q1 FY27 EBITDA: Rs 15.65 crore; PAT: Rs 8.28 crore.
• EBITDA margin for Q1 FY27 was about 17%.
• Remember India Health links acquired 63.98% stake; completed May 8, 2026.
• Price revisions implemented to offset higher input costs; margins expected to normalize.
• Installed capacity expanded to approx 1400-1600 MT per annum.
• Strategy: evolve into integrated pharma platform spanning intermediates, APIs, finished dosage.
• Revenue CAGR target around 30% over next three years.

Strategic Moves

• Apiqo Organics becomes subsidiary; Bizoic Lifesciences to become subsidiary by end of Q2 FY27.
• Apiqo strengthens backward integration; Bizoic boosts capacity and cost competitiveness.
• Remember India expansion into finished dosage; WHO-PQ approval targeted by calendar year-end.
• Capacity post-expansion: 1400-1600 MT; standalone 400 MT earlier.
• Acquisition completed May 8, 2026; stake 63.98%.

Capex and Capacity

• Capex planned around Rs 130 crore for Anlon expansion.
• New capacity addition of ~1200 MT; total 1600 MT standalone.
• Commissioning expected by Q1 FY28.
• Debt around Rs 70 crore; rest internal; interest ~8.5-8.6%.
• 100% subsidiary conversion for Apiqo and Bizoic planned by end of Q2 FY27.

Guidance and Outlook

• FY27 revenue guidance: Rs 350-400 crore.
• H1 EBITDA margin expected around 22-25%; FY27 25-27%.
• FY28 revenue potential around Rs 700 crore.
• PAT margin FY27 around 12-13%; FY28 11-13%.
• Remember India revenue contribution from FY28; early potential in Q3 FY27.
• H1 weaker than H2 seasonality; FY27 guidance anchored on H1-H2 balance.

Q&A Highlights

• RM prices remain elevated; methanol up from Rs 22 to 58-60.
• Q2 margins likely better than Q1; price revisions aiding recovery.
• Apiqo ~Rs 120-150 crore and Anlon ~Rs 180 crore; Bizoic ~Rs 60 crore in FY27.
• FY27 peak revenue potential around Rs 700 crore in FY28 with expansion.
• FY28 capex ~Rs 130 crore; debt ~Rs 70 crore; rest internal.

Board meeting rescheduled

• Board meeting postponed from August 11, 2026 to August 13, 2026 due to administrative reasons.
• Reason for rescheduling: administrative reasons.
• Agenda remains unchanged unless communicated separately.
• Original date: August 11, 2026; new date: August 13, 2026.

Apiqo Organics (AOPL) share swap

• Anlon to acquire up to 32.52% of AOPL via share swap, no cash.
• Aggregate consideration Rs 1,165,179,600 via 4,516,200 shares at Rs 258.
• Share swap ratio 1:14.45; Anlon issues equity to AOPL shareholders.
• Completion within 90 days; subject to exchange approvals.
• Related party transaction; promoters/directors have interest; arm's length.

Bizotic Lifescience (BLPL) share swap

• Anlon to acquire up to 43.33% of BLPL via share swap, no cash.
• Aggregate consideration Rs 367,840,000 via 2,299,000 shares at Rs 160.
• Swap ratio 1:8.96; BLPL shareholders receive Anlon equity.
• Completion within 90 days; customary closing conditions and approvals.
• Related party transaction; promoters/directors have interest; arm's length.
• Regulatory approvals: stock exchange approvals required for listing.

Anlon Healthcare Ltd — Closure of trading window from Aug 06, 2026; reopening 48 hours after Aug 11, 2026 Board meeting

Meeting Details

• Date: August 11, 2026; time not disclosed; at the registered office.

Key Agenda Items

• Approve Audited Standalone and Consolidated financial statements for year ended 31 March 2026.
• Director retire-by-rotation reappointment and regularization of Non-Executive Independent Director.
• Appointment of Internal Auditor and remuneration of Cost Auditor.
• Enhancement of authorised share capital and MOA capital clause alteration.
• Borrowing powers; creation of security; inter-corporate investments and loans.
• Preferential issue of equity shares on non-cash consideration to Apiqo/Bizotic shareholders for acquisitions.
• Material Related Party Transactions with Apiqo Organics, Bizotic Lifescience and Remember India Health Links.
• Fix AGM date/time/venue; book closure; draft Notice; appointment of Scrutinizers.

Other Notes

• Trading window closure periods not specified in filing.