Bajaj Healthcare Confirms No Deviation in Preferential Issue Fund Utilisation for Quarter Ended March 31, 2026

Bajaj Healthcare Limited has filed a Statement of Deviation or Variation for the quarter ended March 31, 2026, pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing, signed by Company Secretary and Compliance Officer Monica Tanwar and submitted on May 08, 2026, confirms that there is no deviation or variation in the utilisation of proceeds raised through the allotment of equity shares pursuant to the exercise of options for conversion of convertible warrants into equity shares.

Fund Raising Details

The statement provides a comprehensive overview of the preferential issue and the funds received during the quarter. Key details of the fund-raising exercise are as follows:

Parameter: Details Mode of Fund Raising: Allotment of Equity Shares pursuant to conversion of convertible warrants Date of Allotment: 18.03.2026 Amount Raised (Quarter): ₹52.71 Crores Report Period: Quarter ended 31.03.2026 Monitoring Agency: CARE Ratings Limited Deviation / Variation: No

The company had originally offered up to 40,44,852 equity shares and 20,79,409 convertible warrants under the preferential issue at ₹338 per share (including a share premium of ₹333 per share), aggregating to ₹207.00 Crores. However, the issue was undersubscribed, and the company allotted 39,84,852 equity shares and 20,79,409 convertible warrants to applicants, resulting in an expected inflow of ₹204.97 Crores. Of this, the company called and received ₹152.26 Crores, representing 100% subscription amount of equity shares and 25% subscription amount of convertible warrants.

Warrant Conversion and Fund Receipt

During the quarter ended March 31, 2026, the Board of Directors, at its meeting held on March 18, 2026, approved the allotment of 20,79,409 fully paid-up equity shares of face value ₹5 each to the Promoter, Promoter Group, and certain persons belonging to the Non-Promoter Public Category. This allotment was made pursuant to the exercise of conversion rights of warrants into equity shares at an issue price of ₹338 per share (including a premium of ₹333 per share), aggregating to ₹70.28 Crores.

Of the total issue size, 25% of the issue price amounting to ₹17.57 Crores had already been received at the time of allotment of the convertible warrants. Upon exercise of the conversion option during the quarter ended March 31, 2026, the company received the balance 75% of the issue price, amounting to ₹52.71 Crores.

Fund Utilisation — No Deviation Reported

The table below presents the object-wise allocation and utilisation of funds as at March 31, 2026, confirming no deviation or variation across any category (₹ in Cr.):

Original Object: Original Allocation Modified Allocation Funds Utilised (as on 31.03.2026) Deviation/Variation Repayment & Prepayment of Secured/Unsecured Loans from Bank/NBFC in part or in full 150.00 150.00 150.00 NIL Investment in Capital Expenditure 35.00 35.00 3.16 NIL General Corporate Purpose 22.00 19.97 19.84 NIL Total 207.00 204.97 173.00 —

The largest component of fund utilisation was the repayment and prepayment of secured and unsecured loans from banks and NBFCs, where the full allocated amount of ₹150.00 Crores was deployed. Capital expenditure utilisation stood at ₹3.16 Crores against an allocation of ₹35.00 Crores, while general corporate purposes saw ₹19.84 Crores utilised against a modified allocation of ₹19.97 Crores.

Audit Committee Review

The Statement of Deviation or Variation was duly reviewed by the Audit Committee, which recorded no comments. The company's auditors also offered no comments. The statement was filed on behalf of Bajaj Healthcare Limited by Chief Financial Officer Rohan Parekh. CARE Ratings Limited serves as the monitoring agency for the utilisation of these funds, in accordance with applicable regulatory requirements.

Bajaj Healthcare Limited reported its audited standalone financial results for the quarter and financial year ended March 31, 2026, as approved by its Board of Directors at a meeting held on May 08, 2026. The results were audited by Walker Chandiok & Co LLP, Chartered Accountants, with an unmodified opinion, and reviewed by the Audit Committee prior to board approval. The company, a leading manufacturer of APIs, Intermediates, and Formulations established in 1993, operates in a single reportable segment — Pharmaceuticals — encompassing formulations and active pharmaceutical ingredients.

Financial Performance: FY26 vs FY25

Bajaj Healthcare's revenue from operations for the full year ended March 31, 2026 grew 12.6% to ₹61,103.14 lakhs from ₹54,260.24 lakhs in the previous year. Total income for FY26 stood at ₹61,816.53 lakhs against ₹56,200.68 lakhs in FY25. EBITDA for FY26 came in at Rs. 1,119.5 Mn, up 9.9% YoY, with EBITDA margin at 18.3% compared to 18.8% in FY25. Profit After Tax (PAT) from continuing operations before exceptional items grew 27.1% YoY to Rs. 545.6 Mn, with PAT margin from continuing operations improving to 8.8% from 7.9% in FY25. However, reported net profit for the year declined to ₹1,576.61 lakhs from ₹3,949.55 lakhs, primarily due to an exceptional item of ₹3,324.66 lakhs — the reversal of technical know-how income recognised in an earlier year, attributable to ongoing regional instability in the Middle East that prevented a customer from meeting its committed timeline. Profit before exceptional items and tax for FY26 was ₹6,216.96 lakhs, compared to ₹4,600.77 lakhs in FY25, reflecting underlying operational improvement.

The following table summarises the key financial metrics for the year and the most recent quarter:

Metric: Q4 FY26 Q3 FY26 Q4 FY25 FY26 FY25 Revenue from Operations (₹ Lakhs): 15,305.75 16,122.27 15,447.25 61,103.14 54,260.24 Total Income (₹ Lakhs): 15,601.37 16,286.98 16,804.41 61,816.53 56,200.68 Total Expenses (₹ Lakhs): 14,357.59 14,362.52 15,632.21 55,599.57 51,599.91 Profit Before Exceptional Items & Tax (₹ Lakhs): 1,243.78 1,924.46 1,172.20 6,216.96 4,600.77 Exceptional Items (₹ Lakhs): (3,324.66) — — (3,324.66) — Profit / (Loss) Before Tax (₹ Lakhs): (2,080.88) 1,924.46 1,172.20 2,892.30 4,600.77 Profit / (Loss) After Tax – Continuing Operations (₹ Lakhs): (1,941.28) 1,610.09 1,159.30 2,131.04 4,292.88 Loss After Tax – Discontinued Operations (₹ Lakhs): (343.78) (42.71) (41.52) (554.43) (343.33) Net Profit / (Loss) for the Period (₹ Lakhs): (2,285.06) 1,567.38 1,117.78 1,576.61 3,949.55 Total Comprehensive Income (₹ Lakhs): (2,280.20) 1,586.09 1,462.95 1,637.59 4,086.56

Revenue Breakup

FY26 revenue growth was driven by strong API export performance and sustained momentum in formulations. API exports surged 51.6% YoY to Rs. 1,881.4 Mn for the full year, while formulations grew 12.6% YoY to Rs. 1,033.2 Mn. Domestic API revenue saw a modest decline of 2.2% YoY to Rs. 3,195.7 Mn, reflecting continued price erosion in the domestic market.

Particulars (Rs. Mn): Q4 FY26 Q4 FY25 Y-o-Y FY26 FY25 Y-o-Y API (Domestic): 868.5 891.4 (2.6%) 3,195.7 3,267.1 (2.2%) API (Exports): 385.4 407.5 (5.4%) 1,881.4 1,241.4 51.6% Formulations: 276.7 245.8 12.6% 1,033.2 917.5 12.6%

Earnings Per Share

The earnings per share figures for FY26 and FY25 reflect the impact of the exceptional item and discontinued operations on the full-year results.

EPS Metric: FY26 FY25 Basic EPS – Continuing Operations (₹): 6.73 14.45 Diluted EPS – Continuing Operations (₹): 6.72 14.26 Basic EPS – Discontinued Operations (₹): (1.75) (1.16) Diluted EPS – Discontinued Operations (₹): (1.75) (1.14) Basic EPS – Total Operations (₹): 4.98 13.29 Diluted EPS – Total Operations (₹): 4.97 13.12

Discontinued Operations and Asset Disposals

The company has classified certain manufacturing units and industrial land as assets held for sale under Ind AS 105. During the quarter ended March 31, 2026, one unit situated at plot no. L-9/3, MIDC Tarapur was sold. Loss after tax from discontinued operations for FY26 stood at ₹554.43 lakhs, compared to ₹343.33 lakhs in FY25. Non-current assets classified as held for sale stood at ₹6,993.00 lakhs as at March 31, 2026.

Preferential Issue and Fund Utilisation

On March 18, 2026, the Board approved the allotment of 20,79,409 fully paid-up equity shares at a price of ₹338 per share (including a premium of ₹333) pursuant to the conversion of warrants, bringing additional capital of INR 527 million to strengthen the balance sheet. Earlier, on September 19, 2024, the company had allotted 39,84,852 equity shares and 20,79,409 convertible warrants, raising an aggregate amount of ₹15,225.90 lakhs. The utilisation of funds raised through the preferential issue is detailed below:

Particulars: Amount to be Utilised (₹ Lakhs) Utilised up to 31 March 2026 (₹ Lakhs) Unutilised Balance (₹ Lakhs) Repayment of Loan: 15,000.00 15,000.00 — Investment in Capital Expenditure: 3,500.00 315.90 3,184.10 General Corporate Purposes: 1,997.00 1,984.28 12.72 Total: 20,497.00 17,300.18 3,196.82

Key Business Developments

Bajaj Healthcare made notable progress on the regulatory and product development front during the period. Cenobamate, a novel anti-epileptic molecule, is progressing through Phase III clinical trials as planned and is slated for launch in Q2 FY27, strengthening the company's presence in the CNS space. The company also successfully completed the bioequivalence study for Suvorexant Tablets and will be filing the application with DCGI in the near term. On the regulatory filing front, 41 Drug Master Files (DMFs) were filed in Q4, bringing the cumulative total to 110, further reinforcing the company's global regulatory presence in regulated and high-value markets.

Dividend, Auditor Appointments, and Acquisition Update

The Board recommended a final dividend of ₹1.50 per equity share (30% of face value of ₹5 each) for FY26, subject to shareholder approval at the ensuing Annual General Meeting. The paid-up equity share capital as at March 31, 2026 stood at ₹1,683.13 lakhs, with other equity at ₹51,617.10 lakhs. The Board also approved the appointment of M/s. JCR & Co. LLP, Chartered Accountants, as Internal Auditors for FY2026-27, and the re-appointment of M/s. V.J. Talati & Co., Cost Accountants, as Cost Auditors for FY2026-27. Separately, in April 2025, the company acquired Genrx Pharmaceuticals Private Limited (in Liquidation) on a going concern basis for a total consideration of ₹1,085 lakhs; however, Genrx has not been consolidated as a subsidiary pending requisite approvals from the National Company Law Tribunal, Mumbai, as control under Ind AS 110 has not yet been established.

Management Commentary

Commenting on the results, Mr. Anil Jain, Managing Director, said: "The quarter was marked by a challenging operating environment driven by continued price erosion in domestic APIs, early impacts of geopolitical disruptions in West Asia including elevated raw material prices. While revenue remained broadly stable on a YoY basis despite high teens volume growth, Profit After Tax from continuing operations before exceptional items registered healthy growth of 19% YoY, reflecting the strength of our operational discipline, cost management, and continued focus on profitability despite external headwinds. FY26 revenue grew 12.6% YoY, driven by strong API export growth of 51.6% YoY as we witnessed healthy traction across the EU, UK, LATAM, and other regulated markets, coupled with sustained momentum in the formulations business which also recorded 12.6% YoY growth. Looking ahead, we remain focused on strengthening our core API business and achieving export-led growth while scaling our formulations business with an emphasis on higher-value products. We are accelerating efforts in peptides, oncology, and CNS, supported by continued investments in manufacturing, capacity expansion, and R&D-led innovation."

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