Key Quantitative Figures

Standalone Financials (Year Ended March 31, 2026):

  • Total Income: ₹9.29 crore (Previous Year ₹1.88 crore)
  • Total Expenses: ₹971.61 crore (Previous Year ₹0.81 crore)
  • Loss before tax from continuing operations: ₹(878.70) crore
  • Profit from discontinued operations (after exceptional item): ₹(235.54) crore
  • Net Loss for the period: ₹(292.88) crore (Previous Year Net Loss ₹(113.68) crore)
  • Basic & Diluted EPS (continuing & discontinued): ₹(13.40) (Previous Year ₹(5.07))

Consolidated Financials (Year Ended March 31, 2026):

  • Total Income: ₹9.29 crore
  • Total Expenses: ₹971.70 crore
  • Loss before tax from continuing operations: ₹(878.79) crore
  • Profit from discontinued operations (after exceptional item): ₹(235.54) crore
  • Net Loss for the period: ₹(292.89) crore
  • Basic & Diluted EPS (continuing & discontinued): ₹(13.40)

Balance Sheet Highlights (Standalone, as at March 31, 2026):

  • Total Assets: ₹612.34 crore (Previous Year ₹2,047.23 crore)
  • Cash and cash equivalents: ₹108.13 crore (Previous Year ₹19.22 crore)
  • Total Equity: ₹582.31 crore (Previous Year ₹956.11 crore)
  • Paid-up equity share capital: ₹19.43 crore (reduced from ₹22.43 crore due to buyback)

Dates of Action

  • Board Meeting: May 30, 2026 (commenced 12:30 PM, concluded 2:20 PM IST)
  • Financial Year End: March 31, 2026
  • Re-appointment of Independent Directors: Dr. Kuldip Kumar Bhasin effective September 21, 2026; Dr. Indu Pal Kaur effective August 02, 2027 (subject to AGM approval)
  • Buy-back period: December 31, 2025 to January 06, 2026
  • Slump sale completion: November 10, 2025
  • Acquisition of AEPL: Effective March 6, 2026

Parties Involved

  • Statutory Auditors: Deepak Jindal & Co.
  • Registrar and Transfer Agent (RTA): KFin Technologies Limited (continuation confirmed)
  • Buy-back counterparty: Eligible equity shareholders (excluding Promoters and Promoter Group)
  • Pharma Business Buyer: Ceph Lifesciences Private Limited
  • Capsule Business Proposed Buyer: Capnest Health Care Private Limited
  • Wholly-owned Subsidiaries: Avensis Exports Private Limited (AEPL), Neclife PT, Unipessoal LDA (inoperative)

Purpose and Rationale

  • The results disclosure is a regulatory requirement under SEBI LODR Regulations.
  • The slump sale of the Pharma Businesses was undertaken to generate liquidity and optimize the business portfolio.
  • The buy-back was implemented to return value to shareholders.
  • The acquisition of AEPL and amendment of the object clause to include real estate activities are part of a strategic shift in business focus.

Financial and Operational Impact

Material Impact from Discontinued Operations:

The disposal of the Pharma Businesses and Menthol Assets has fundamentally altered the company's operations and financial profile:

  • Consideration Received: ₹1,273.99 crore (₹1,187.99 crore received, ₹66.00 crore receivable)
  • Gain on Slump Sale Recognized: ₹163.37 crore (exceptional item)
  • Resulting Impact: Reported as discontinued operations, contributing a net loss of ₹235.54 crore for FY26 after tax.

Capital Structure Impact:

  • Share Buy-back: 3,00,00,000 equity shares (₹1 each) bought back at ₹27 per share, totaling ₹81.00 crore.
  • Capital Reduction: Paid-up equity share capital reduced by ₹3.00 crore.
  • Reserves Impact: ₹78.00 crore adjusted against Securities Premium Account; ₹3.00 crore transferred to Capital Redemption Reserve.

Investment Loss:

  • A loss of ₹52.10 crore was recognized on investments in mutual funds, ETFs, and equity instruments due to market volatility.

Liquidity Position:

  • The company states it possesses "adequate cash and liquid resources" (₹108.13 crore cash) after discharging all debts from the slump sale proceeds.

Governance Updates

  • Re-appointment of Independent Directors: Dr. Kuldip Kumar Bhasin and Dr. Indu Pal Kaur proposed for second terms of five years each, subject to AGM approval.
  • RTA: Withdrew proposal to appoint Alankit Assignments Limited; KFin Technologies Limited continues as RTA.
  • Policy Amendments: Materiality of Information Policy, Related Party Transaction Policy, and Code of Conduct for Prevention of Insider Trading updated to align with amended LODR Regulations.
  • KMP Authorization: Mr. Sushil Kapoor (Whole Time Director & CFO) authorized for determining materiality; Mr. Sanjaymohan Singh Rawat (Compliance Officer) for making disclosures to exchanges.

Auditors' Emphasis of Matter

The auditors drew attention to three key notes in their report:

1. Note 9: The company's assessment of its ability to continue as a going concern, following the slump sale and significant losses.

2. Note 10: The significant transactions/events during the year, including the slump sale and their consequential financial impacts.

3. Note 12: The company incurring a substantial loss of ₹52.10 crore on investments.

The auditors' opinion was not modified regarding these matters.

Forward-Looking Statements (Explicitly Disclosed)

  • The Board believes the company will continue as a going concern due to its solvent financial position and available funds.
  • The company is evaluating various projects in the real estate sector under its revised business framework.
  • The company is evaluating the monetization of non-core assets (Jammu Unit fixed assets, land near Garhshankar) to optimize assets and strengthen liquidity.
  • The slump sale of the Capsule Business to Capnest Health Care is pending completion per the agreed terms and regulatory approval.