Cohance Lifesciences Ltd

Cohance Lifesciences Limited – Trading Window closed from 1 October 2026 until 48 hours after the declaration of unaudited results for the quarter and half-year ending 30 September 2026

USFDA inspection update

• USFDA inspected Jaggaiahpet API facility from 14–19 September 2026.
• Facility located in Jaggaiahpet, Andhra Pradesh (FEI No. 3005554260).
• FDA Form 483 issued with five observations.
• Company has initiated CAPA and will submit response within the regulatory timeline.

Transaction details

• Aggregate consideration USD 10 million for subscription of 188,680 CCPS at USD 53 per CCPS.
• Completion expected before end-September 2026.
• NJ Bio Inc is an ADC/CRDMO; CCPS convertible to equity after 3 years.
• Transaction is a related party transaction and at arm's length.
• Funding source is cash through internal accruals.
• NJ Bio turnover: USD 20.6m (2023); USD 32.6m (2024); USD 23.5m (2025).
• Regulatory path follows FEMA Overseas Investment Regulations with required filings.
• Deal reinforces Cohance's ADC strategy and supports NJ Bio's growth capex.
• Target entity: NJ Bio Inc, Delaware, USA; presence in India via NJBIO India Pvt Ltd.

AGM details

• Date/time/mode: 17 September 2026, 04:00 p.m. IST, via VC/OAVM.

Key resolutions

• Adoption of standalone financial statements (ordinary).
• Adoption of consolidated financial statements (ordinary).
• Reappointment of Ms. Shweta Jalan as director liable to retire by rotation.

Voting outcomes

• Item 1 passed by majority; no material dissent.
• Item 2 passed by majority; no material dissent.
• Item 3 passed; minor opposition noted.

Director changes

• Ms. Shweta Jalan reappointed as director.

Meeting Details

• Dates: 22 Sep 2026 and 24 Sep 2026; times not disclosed.
• Conferences/hosts: JP Morgan India Conference (Mumbai) on 22 Sep; JP Morgan Roadshow (Hyderabad) on 24 Sep.
• Meeting type: 22 Sep—Group and One-on-One; 24 Sep—Group (in-person).
• Participants: Company management representatives.
• Purpose: Investor interaction to discuss company updates.

Transaction overview

• Total investment: USD 18 million (USD 13m NJ Bio; USD 5m Aruka Bio).
• Funding to be sourced from internal accruals.

NJ Bio integration

• Cohance increases NJ Bio ownership to 67.3% by acquiring Ms. Priyashri Nayak and Jain Family Trust.
• Dr. Jain to continue leading NJ Bio.
• NJ Bio to focus on CRDMO; deeper Cohance integration with manufacturing.

Aruka Bio investment and ownership

• Cohance invests USD 5 million in Aruka Bio for buyout.
• Aruka ownership post-completion: 65% Cohance, 25% NJ Bio, 10% Dr. Jain.
• Completion targeted by Sep 2026, subject to agreements and approvals.

Timeline and governance

• Aruka to become Cohance direct subsidiary; governance around Aruka's pipeline.
• Completion expected by end-September 2026, subject to definitive agreements.

NJ Bio investment details

• Invest USD 13 million to acquire 244,587 NJ Bio shares at USD 53 each (USD 12,963,111).
• NJ Bio stake rises to 67.3% from 56%; Dr. Naresh Jain retains 32.7%.
• Dr. Naresh Jain to continue as NJ Bio CEO; also supporting Aruka Bio.
• Completion expected by end-September 2026, subject to definitive agreements and regulatory approvals.
• Funding through internal accruals; closing subject to amendments and regulatory clearances.

Aruka Bio investment details

• Invest USD 5 million for 113,089 Aruka Bio shares.
• Aruka Bio equity: 57.8% fully diluted, 65% non-diluted post-transaction.
• Aruka Bio to become Cohance subsidiary; Dr. Naresh Jain as CEO.
• Dr. Naresh Jain to focus full-time on Aruka post-completion.
• Funding via internal accruals; includes buyout and working capital support.
• Completion expected by end-September 2026; regulatory filings under FEMA Overseas Investment Regulations.
• Aruka focuses on Payload-linker and ADC platforms; turnover Nil CY2023–CY2025.
• Aruka based in Princeton, New Jersey, USA.

Meeting Details

• Date: 1 September 2026; Time: not disclosed; Conference: Ashwamedh-Elara India Dialogue 2026.
• Location: Mumbai; Meeting type: Group and One-on-One sessions.
• Organizer: Ashwamedh-Elara India Dialogue 2026.

Participants

• Company management will participate; roles unspecified.

Purpose

• Purpose: investor interaction with management.

Financial performance

• Revenue from operations: ₹2,268.55 crore for FY26.
• YoY revenue change: -13.0% vs FY25.
• Adjusted EBITDA: ₹477.50 crore.
• EBITDA margin: 21.0%.
• Free cash flow: ₹173 crore.
• Net cash position: ₹153 crore.

Capital structure & liquidity

• Total borrowings: ₹170 crore.
• Net debt/Adjusted EBITDA: 0.32x.
• Net debt/equity: 0.00x.
• Dividend: Board did not declare a dividend for FY26.