Aptus Pharma Ltd

Funding plan and growth strategy

• Board approves ₹44.88 crore preferential issue of equity shares, subject to AGM approval.
• Proceeds: ₹25 crore for capex (land, manufacturing facility, storage facilities, vehicles).
• ₹10 crore for working capital; ₹9.88 crore for general corporate purposes.
• Utilisation to occur within 36 months from receipt of funds.
• Long-term aim to meet about 20% of products through in-house manufacturing.
• Domestic expansion across West, Central, East and South India toward Pan-India operations.
• International expansion: explore opportunities in Africa, Middle East and Latin America via registrations and partnerships.

Business model

• Asset-light, marketing- and distribution-led model with two Gujarat loan-license facilities.
• 250+ formulations across Pharma Formulation, OTC/Wellness, and International verticals.
• Rx-brand focus with doctor engagement; export services via international vertical.

Financial performance

• FY26 revenue ₹46.57 crore; YoY growth 89.7%.
• EBITDA ₹7.45 crore; EBITDA margin 16.0%.
• PAT ₹4.62 crore; PAT margin 9.9%.
• Basic EPS ₹7.78 for FY26.

Balance sheet & liquidity

• Total equity & liabilities ₹43.53 crore; cash ₹1.03 crore.
• Short-term borrowings ₹6.66 crore; equity funds ₹23.35 crore.
• Inventories ₹13.57 crore; trade receivables ₹18.76 crore.

Strategic outlook

• Manufacturing expansion targeted by March 2028 to 20% own manufacturing.
• Global expansion planned; LATAM and other regions by 2028-29.
• Pan-India footprint targeted by 2029; three growth pillars: Own Manufacturing, Global Expansion, Pan-India.

Governance & leadership

• Managing Director: Tejash M. Hathi; CFO: Kapil H. Chandarana.
• Independent Directors: Vikash R. Jobanputra; other directors listed.
• Company Secretary & Compliance: Mohini H. Gandhi.

Financials

• FY25-26 revenue ₹4,657.46 lakh; up 89.7% YoY.
• PAT ₹461.99 lakh; up 49.05% YoY.
• EBITDA ₹750.32 lakh; up 57.73% YoY.
• EPS ₹7.78; basic/diluted.
• Total expenses ₹4,033.35 lakh; scale-driven growth.
• Net cash from operating activities ₹(560.28) lakh.

Portfolio & Verticals

• Three verticals: Pharma Formulations, Consumer Products, International.
• Asset-light model; outsourced manufacturing; scalable.
• Portfolio grows from 140+ (2023) to 250+ (2026).
• 10,000+ doctors, 25,000+ retailers, 200+ distributors.
• Strategy: expand pan-India; build global footprint by 2030.

IPO & Capital Structure

• IPO: 18,60,000 shares at ₹70; ₹1,302 lakh raised.
• Listed on BSE SME on 30 Sep 2025; capital ₹6.86 crore.
• Bonus issue: 1,02,90,000 shares; capital ₹17.15 crore.
• Proposed preferential issue: up to 16,02,870 shares at ₹280; ₹44.88 crore.
• Floor price ₹280; valuation by CS Ambrish N Gandhi.
• Post-issue promoters 67.18%; public 32.82%.

IPO Proceeds Utilisation

• Capex ₹25.0 crore; Working capital ₹10.0 crore.
• General corporate ₹9.88 crore; IPO expenses ₹1.48 crore.
• Total IPO proceeds utilised ₹44.88 crore; no deviation.

Governance & Compliance

• Statutory auditors: ABK B & Co; term to 2029; no qualifications.
• Secretarial auditor: JPMK; MGT-14 filing delay resolved July 2026.
• Board committees: Audit, Nomination & Remuneration, Stakeholder Relationship.
• CSR not applicable; SME exemption from corporate governance disclosures.

Risks & Outlook

• Forward-looking statements subject to regulatory, market, FX, and input costs.
• Opportunities in portfolio expansion, new geographies, and consumer/export growth.
• Asset-light model increases reliance on contract manufacturers.

AGM & Shareholder Actions

• 16th AGM on 14 Sep 2026; VC/OAVM; cut-off 7 Sep 2026.
• Remote e-voting: 11-13 Sep 2026 via CDSL.
• Proxy facility not available; attendance via VC/OAVM.

AGM Details

• AGM on 14 September 2026 at 11:00 AM; conducted via VC/OAVM.
• Notice issued 21 August 2026; remote e-voting from 11 to 13 September 2026.
• Voting eligibility cut-off date: 7 September 2026.

Key Resolutions

• Ordinary: Adoption of financial statements and reports for FY2025-26.
• Ordinary: Re-appointment of Chetan Shantilal Lalseta, retiring by rotation.
• Special: Approve cash preferential allotment of 16,02,870 shares at INR 280 each.
• Special: Allottees comprise public and promoter group; post-issue promoter holding reduces.
• Special: Floor price determined under SEBI ICDR; relevant date August 14, 2026.
• Special: Shares to be dematerialised, fully paid, and listed on the stock exchange.
• Special: Board empowered to finalize terms and filings; no change in control.

Preferential Issue Overview

• Total issue size: INR 44.88 crore; 16,02,870 shares.
• Issue price: INR 280 per share; floor price determined.
• Objects: capex, working capital, and general corporate purposes.
• Utilisation plan: Rs 25 Cr capex; Rs 10 Cr working capital; Rs 9.88 Cr general.
• Monitoring: no monitoring agency due to sub-100 Cr size; board to monitor.
• Timeframe: allotment within 15 days from resolution, subject to approvals.
• Post-issue: promoter stake reduced; listing on BSE; pari passu with existing.

Other Material Details

• Proposed allottees include multiple individuals and corporate entities across promoter and public groups.
• No change in control anticipated on completion of the preferential issue.
• Full consideration payable at allotment; dematerialised share delivery.

E-Voting & Eligibility

• Remote e-voting window: 11–13 September 2026; record date 7 September 2026.
• Members attending via VC/OAVM counted for quorum; proxies not available for AGM.

Preferential issue approved

• Final number of allottees: 16,02,870 equity shares to be issued on preferential basis.
• Issue price: Rs 280 per share; total amount Rs 44.88 crore.
• Price determined based on valuation report dated August 14, 2026.

Compliance certificates

• PCS certificate confirms compliance with SEBI ICDR Regulations and Companies Act.
• Statutory Auditor certificate received for the proposed preferential issue.

AGM scheduled

• 16th AGM scheduled for 14 September 2026 via Video Conferencing/AVM; Notice and Explanatory Statement approved.

Post-allotment shareholding

• Annexure A shows post-issue shareholding; total post-issue shares 8,43,980 across 190 investors.

Meeting Details

• Board meeting on Aug 17, 2026 at 4:00 p.m. at the company's head office, RK Trade Tower, Rajkot.

Key Agenda Items

• Record valuation report for preferential issue price.
• Determine issue price from valuation for 16,10,100 shares on Aug 14, 2026, preferential.
• Record PCS certificate confirming ICDR/Companies Act 2013 compliance for proposed preferential issue.
• Record auditor certificate for preferential issue.
• Convene 16th AGM on Sep 14, 2026 via VC and approve AGM notice.
• To transact any other business with the Chair's permission.

Other Notes

• Trading window closed from Aug 12, 2026, 6:00 p.m., for 48 hours after meeting outcomes.

Clarification on board meeting outcome

• Purpose: clarify typographical errors in the August 8, 2026 Board outcome.
• Venue corrected to Head Office at Rajkot; not the registered office.
• Annexure mislabeling corrected: 'Annexure 1' read as 'Annexure A'.
• Substance, decisions, and outcomes unchanged.
• Clarification dated 10 August 2026; no impact on governance or operations.

Meeting Details

• Date: 08 Aug 2026; Time: 4:00 PM; Venue: Head office, RK Trade Tower, Rajkot, Gujarat.

Key Agenda Items

• To consider raising funds via preferential allotment of equity shares under ICDR 2018 and applicable laws.

Other Notes

• Trading window closed for designated persons from 05 Aug 2026, 6:00 PM, for 48 hours after outcome dissemination.

Certificate details

• Confirmation certificate from Accurate Securities and Registry Private Limited enclosed for quarter ended 30 June 2026.

Rating action

• Issuer rating CARE BB; Stable assigned to Aptus Pharma Limited.
• Rating valid for about one year from June 24, 2026.
• Outlook: Stable.

Rationale & financial profile

• Modest scale and working capital intensity; liquidity stretched.
• Geographic concentration; dependence on contract manufacturers; regulatory risk.
• IPO equity infusion improved capital structure; gearing 0.31x; promoter stake 72.89%.
• Profitability remains healthy; PBILDT margin 15.99% and PAT margin 9.92% in FY26.
• Liquidity: CFO negative ₹5.61 crore in FY26; GCA around ₹5–6 crore in FY27.
• Current ratio 2.08x; cash and bank balance ₹6.40 crore.
• Debt protection: interest coverage 9.33x; TD/GCA 1.43x.

Sensitivity & outlook

• Positive factors: TOI above ₹100 crore with PBILDT margin above 15% and improved liquidity.
• Negative factors: decline in TOI or PBILDT margin; gearing above 2x; longer operating cycle.