Chandra Bhagat Pharma 23rd AGM Notice and Preferential Issue

Annual General Meeting Details

Date: Tuesday, 1st September, 2026
Time: 04:00 P.M. (IST)
Venue: Registered Office at 323-F, Bhagat Bhuvan, Dr. Ambedkar Road, Matunga (East), Mumbai-400019, Maharashtra, India
Mode: Electronic mode to shareholders

Business to be Transacted

Ordinary Business:

1. Adoption of Annual Accounts: To receive, consider and adopt Directors Report, Profit & Loss Account, Cash Flow Statement, Notes to Account for year ended March 31, 2026, Balance Sheet, and Reports of Statutory Auditors

2. Re-appointment of Director: Re-appointment of Mr. Pranav Hemant Bhagat (DIN: 00156362) who retires by rotation and being eligible, offers himself for re-appointment

Special Business:

3. Increase in Authorized Share Capital: To consider and approve increase in Authorized Share Capital from existing ₹8,50,00,000 (85 lakh equity shares of ₹10 each) to ₹15,00,00,000 (1.5 crore equity shares of ₹10 each) by creation of additional ₹6,50,00,000 (65 lakh equity shares of ₹10 each)

4. Preferential Issue of Convertible Warrants: To consider and approve issuance of up to 66,00,000 convertible warrants on preferential basis to promoters and non-promoters for cash consideration

Details of Preferential Issue Proposal

Issue Structure

Instrument: Convertible Warrants
Total Quantity: Up to 66,00,000 warrants
Issue Price: ₹44 per warrant (₹10 face value + ₹34 premium)
Total Proceeds: ₹29,04,00,000 (assuming full conversion)
Relevant Date: July 31, 2026 (30 days prior to AGM)

Allottee Details

| Hemant Chandravadan Bhagat | Promoter | 5,00,000 | 2,20,00,000 |

| Chitra Hemant Bhagat | Promoter Group | 5,00,000 | 2,20,00,000 |

| Pranav Hemant Bhagat | Promoter | 10,00,000 | 4,40,00,000 |

| Prachi Pranav Bhagat | Promoter Group | 9,50,000 | 4,18,00,000 |

| Mahesh C Bhagat | Promoter Group | 7,00,000 | 3,08,00,000 |

| Jay Hemant Bhagat | Promoter Group | 7,00,000 | 3,08,00,000 |

| Lopa Mahesh Bhagat | Promoter Group | 6,50,000 | 2,86,00,000 |

| Samir Ramakant Dave | Non-promoter | 8,00,000 | 3,52,00,000 |

| Chintan Vijay Makhecha | Non-promoter | 8,00,000 | 3,52,00,000 |

Terms and Conditions

Initial Payment: 25% of issue price payable on allotment of warrants
Conversion Period: 18 months from date of allotment
Conversion Payment: 75% balance payable on exercise of conversion right
Lapse Provision: Warrants lapse if not converted within 18 months, initial payment forfeited
Allotment Timeline: Within 15 days from passing of resolution (or 15 days from receipt of last regulatory approval)
Conversion Timeline: Equity shares allotted within 15 days from exercise notice
Listing: Equity shares to be listed on BSE SME platform
Lock-in: As per SEBI ICDR Regulations

Objects of Issue

| Purpose | Amount (₹) | Utilization Timeline |

| Working Capital Requirements | 22,00,00,000 | 2 years |

| General Corporate Purposes | 7,04,00,000 | 2 years |

| Total | 29,04,00,000 | |

Pricing Justification

Minimum price as per SEBI ICDR Regulation 164: ₹38.46 per equity share
Valuation certificate obtained from ValuGenius Advisors LLP (IBBI/RV-E/07/2023/197)
Issue price of ₹44 per warrant determined to be compliant with Regulations 164 and 166A of SEBI ICDR Regulations

Shareholding Pattern Impact

Pre-issue Promoter Holding: 73.02% (55,09,056 shares)
Post-issue Promoter Holding (assuming full conversion): 74.29% (1,05,09,056 shares)
No change in control of the company

Financial Performance Highlights (FY 2025-26)

Income Statement

| Particulars | FY 2025-26 (₹ Lakhs) | FY 2024-25 (₹ Lakhs) |

| Revenue from Operations | 11,627.17 | 8,880.54 |

| Other Income | 335.34 | 343.37 |

| Total Revenue | 11,962.50 | 9,223.91 |

| Total Expenses | 11,552.01 | 9,107.37 |

| Profit Before Tax | 410.50 | 116.54 |

| Current Tax | 116.24 | 40.11 |

| Deferred Tax Charge | (10.35) | (4.83) |

| Tax Expenses of Earlier years | 0.00 | (4.52) |

| Profit After Tax | 304.61 | 85.78 |

Key Financial Position (as at March 31, 2026)

Authorized Share Capital: ₹8,50,00,000
Paid-up Share Capital: ₹7,54,50,560
Reserves & Surplus: ₹2,558.14 lakhs
Total Assets: ₹9,420.58 lakhs
Trade Receivables: ₹5,461.70 lakhs (57.98% of total assets)
Cash & Bank Balances: ₹311.06 lakhs

Dividend

No dividend recommended for FY 2025-26 as directors want to retain profits for future expansion.

Corporate Governance

Board of Directors

Mr. Hemant C Bhagat - Chairman cum Managing Director
Pranav H Bhagat - Whole Time Director
Prachi Pranav Bhagat - Director
Ravindra Gajanan Awati - Non-Executive Independent Director
Abha Praveen Doshi - Non-Executive Independent Director

Key Managerial Personnel

Prachi Pranav Bhagat - Chief Financial Officer
Rajni Dawani - Company Secretary & Compliance Officer

Committee Composition

Audit Committee: Hemant Chandravadan Bhagat (Chairman), Abha Praveen Doshi, Ravindra Gajanan Awati
Nomination and Remuneration Committee: Pranav Hemant Bhagat (Chairperson), Ravindra Gajanan Awati, Abha Praveen Doshi
Stakeholders Relationship Committee: Hemant Chandravadan Bhagat (Chairman), Abha Praveen Doshi, Ravindra Gajanan Awati

Board Meetings

11 Board meetings held during FY 2025-26 with required quorum present throughout.

Other Disclosures

Foreign Exchange Earnings: ₹8,024.23 lakhs (exports)
Foreign Exchange Outgo: ₹40.67 lakhs (foreign traveling & FDA expenses)
Corporate Social Responsibility: Not applicable to the company
Deposits: No deposits accepted during the year
Related Party Transactions: All transactions at arm's length basis

Voting Arrangements

Physical attendance at AGM venue
Proxy voting allowed (proxy form annexed)
No e-voting facility as company listed on SME platform exempted from compliance

Availability of Documents

Annual Report available on company website: www.cbcpharma.com
Documents available for inspection at registered office during working hours
Physical copies available on request for members who received electronic copies