VAISHALI - Vaishali Pharma
📢 Recent Corporate Announcements
Vaishali Pharma Limited has received shareholder approval through a postal ballot for the issuance and allotment of equity shares on a preferential basis. The special resolution was passed with an overwhelming majority, with 99.99% of the votes cast in favor by participating public shareholders. Promoters and the promoter group abstained from voting as they were interested parties in the resolution. This approval clears the path for the company to raise capital, which is typically used for expansion or strengthening the balance sheet.
- Special Resolution for issuing equity shares on a preferential basis was approved by shareholders.
- The resolution received 99.9909% votes in favor from the public non-institutional category.
- A total of 25,415,321 votes were polled during the postal ballot process.
- Promoters and promoter group members abstained from voting due to their interest in the resolution.
- The record date for determining eligibility for the postal ballot was February 6, 2026.
Vaishali Pharma has issued a corrigendum to its postal ballot notice regarding the acquisition of a 51.02% stake in Kesar Pharma Limited. The deal involves a preferential issue of shares at Rs 20 each, which is significantly higher than the SEBI-mandated floor price of Rs 09.46. The floor price was derived from the 90-day volume-weighted average price (VWAP) as per regulatory requirements. Shareholders have until March 15, 2026, to cast or modify their votes based on these updated disclosures.
- Proposed acquisition of a 51.02% majority stake in Kesar Pharma Limited
- Preferential shares to be issued at Rs 20 per share, a 111% premium over the floor price of Rs 09.46
- Floor price based on 90-day VWAP of Rs 09.46 and 10-day VWAP of Rs 08.02
- Relevant date for the transaction pricing is February 13, 2026
- E-voting facility for shareholders is open until 05:00 PM on March 15, 2026
Vaishali Pharma Limited has issued a postal ballot notice to seek shareholder approval for a preferential allotment of 61.23 lakh equity shares. The shares are priced at Rs. 20 each, representing a total transaction value of approximately Rs. 12.25 crores. This is a non-cash transaction involving a share swap to acquire a 33.24% stake in Kesar Pharma Limited, an associate company. The e-voting period for shareholders is scheduled from February 14 to March 15, 2026.
- Preferential issue of up to 61,23,000 equity shares at an issue price of Rs. 20 per share
- Total consideration of Rs. 12.25 crores to be settled via share swap (non-cash)
- Acquisition of 21,52,575 shares in Kesar Pharma Limited, representing a 33.24% stake
- Relevant date for floor price determination fixed as February 13, 2026
- E-voting results to be announced on or before March 17, 2026
Vaishali Pharma has approved the issuance of 61.23 lakh equity shares at Rs 20 each via a preferential allotment. This is a non-cash transaction involving a share swap to acquire 21.52 lakh shares of its associate company, Kesar Pharma Limited, at Rs 56.89 per share. The total value of the issuance is approximately Rs 12.25 Crores, resulting in Kesar Pharma holding a 4.48% stake in the company. Additionally, the board has cleared the unaudited financial results for the quarter and nine months ended December 31, 2025.
- Issuance of 61,23,000 equity shares at a price of Rs 20 per share
- Total deal value of Rs 12.246 Crores via share swap for Kesar Pharma stake
- Acquisition of 21,52,575 shares of Kesar Pharma Limited at Rs 56.89 per share
- Post-allotment, Kesar Pharma Limited will own 4.48% of Vaishali Pharma
- Board approved Q3 FY26 results and initiated a postal ballot for shareholder approval
Vaishali Pharma has approved a preferential allotment of 61.23 lakh equity shares at an issue price of ₹20 per share, totaling approximately ₹12.25 crores. This is a non-cash transaction executed via a share swap to subscribe to 21.53 lakh shares of its associate company, Kesar Pharma Limited, at ₹56.89 per share. Post-allotment, Kesar Pharma will hold a 4.48% stake in Vaishali Pharma. The board also approved the unaudited financial results for the quarter ended December 31, 2025.
- Preferential issue of 61,23,000 equity shares at ₹20 each (including ₹18 premium).
- Total transaction value for the share swap is ₹12,24,60,000.
- Acquisition of 21,52,575 shares of associate company Kesar Pharma Limited at ₹56.89 per share.
- Post-issue, Kesar Pharma Limited will hold a 4.48% equity stake in Vaishali Pharma.
- Board approved Q3 FY26 financial results and initiated a Postal Ballot for shareholder approval.
Vaishali Pharma's board has approved a preferential allotment of 61.23 lakh equity shares at ₹20 per share, totaling ₹12.25 crore. This is a non-cash transaction executed via a share swap to acquire 21.53 lakh shares of its associate company, Kesar Pharma Limited, at ₹56.89 per share. The board also cleared the unaudited financial results for the quarter ended December 31, 2025. This move will result in Kesar Pharma Limited holding a 4.48% stake in Vaishali Pharma post-allotment.
- Issuance of 61,23,000 equity shares at ₹20 per share aggregating to ₹12.246 Crores.
- Transaction involves a share swap for 21,52,575 shares of associate company Kesar Pharma.
- Kesar Pharma Limited to hold 4.48% post-issue equity in Vaishali Pharma.
- Board approved Q3 and 9M FY26 financial results during the same meeting.
- Relevant date for floor price determination set as February 13, 2026.
Vaishali Pharma Limited has provided a clarification to the National Stock Exchange regarding the absence of comparative figures in its consolidated financial results for the quarter ended September 30, 2025. The company explained that it acquired a 20.3263359% stake in Kesar Pharma Limited on September 10, 2025, making it an associate company. Since this is the first time the company is required to prepare consolidated financials, no prior period comparative data exists. Consequently, the comparative figures for the previous year represent standalone data only.
- Acquired 20.3263359% equity shares of Kesar Pharma Limited on September 10, 2025
- Kesar Pharma Limited classified as an associate company under Ind AS 28
- Consolidated financial results prepared for the first time starting from the current reporting period
- Comparative figures for the year ended March 31, 2025, represent standalone balance sheet data
- Clarification issued in response to National Stock Exchange observation regarding Regulation 33 of SEBI LODR
Vaishali Pharma Limited received approval from NSE for trading of 2,32,70,000 equity shares of ₹2 each. These shares, bearing distinctive numbers from 107192131 to 130462130, were issued to Promoters and Non-Promoters on a preferential basis following the conversion of warrants. The equity shares were listed and admitted to dealings on the Exchange effective December 09, 2025. Investors should note the lock-in periods for specific share ranges as detailed in Annexure I.
- 2,32,70,000 equity shares of ₹2 each listed on NSE
- Shares issued to Promoters and Non-Promoters on preferential basis
- Distinctive numbers range from 107192131 to 130462130
- Trading commenced on December 09, 2025
- Lock-in periods extend up to June 30, 2027 for certain shares
Financial Performance
Revenue Growth by Segment
The company operates in two primary segments: API (Active Pharmaceutical Ingredients) which contributes 60% of revenue, and Formulations/Surgical/Veterinary which contributes 40%. Revenue from operations grew 14.77% YoY to INR 99.03 Cr in FY25 from INR 86.28 Cr in FY24.
Geographic Revenue Split
Domestic sales account for 50-55% of revenue, while export business contributes 40-45%. The company has a presence in 40+ countries, with strategic partnerships in Russia, Kenya, and D.R. Congo.
Profitability Margins
Net profit margin for 9M FY24 was 9.82% (INR 5.40 Cr). However, for the full year FY25, Profit Before Tax stood at INR 1.23 Cr on a total income of INR 102.23 Cr, representing a PBT margin of approximately 1.2%. The company aims to expand EBITDA margins to 25% within five years by shifting focus to high-margin formulations.
EBITDA Margin
EBITDA margin was 16.45% for 9M FY24 (EBITDA of INR 9.05 Cr) but showed volatility, dipping to 12.05% in Q3 FY24. The company is targeting a long-term sustainable EBITDA margin of 25% through product mix optimization.
Capital Expenditure
Not explicitly disclosed in absolute INR Cr, but the company is actively 'boosting production capacity' and scaling up operations to meet surging demand in international markets.
Credit Rating & Borrowing
Finance costs were INR 1.58 Cr in FY25, a decrease of 8.86% from INR 1.74 Cr in FY24, suggesting improved debt management or lower utilization of credit lines.
Operational Drivers
Raw Materials
Active Pharmaceutical Ingredients (APIs) represent the primary raw material for the formulation segment, while stock-in-trade purchases for the trading business accounted for INR 90.10 Cr (91% of revenue) in FY25.
Import Sources
Sourced from domestic and international markets; specific countries are not named, but the company maintains an office in Vietnam and partnerships in Russia and Africa for trade and distribution.
Capacity Expansion
Current warehouse capacity is over 100 tonnes in Bhiwandi, Maharashtra. The company is scaling production capacity to cater to international demand, supported by WHO-GMP, EU-GMP, and USFDA approved facilities.
Raw Material Costs
Purchases of stock-in-trade reached INR 90.10 Cr in FY25, up 25.59% from INR 71.75 Cr in FY24. This high cost-to-revenue ratio reflects the company's significant trading and marketing operations.
Manufacturing Efficiency
The company utilizes WHO-GMP and USFDA approved facilities to ensure high-quality standards, which acts as a barrier to entry and improves acceptance in regulated markets.
Logistics & Distribution
Distribution is handled through a network of 1,000+ customers across 35+ locations globally.
Strategic Growth
Expected Growth Rate
38%
Growth Strategy
The company plans to reach INR 500 Cr revenue in 5 years by shifting the revenue mix from 60% API to a 50/50 split with high-margin formulations. Strategy includes registering new brands in export markets, expanding the veterinary business in Russia, and leveraging the Sankalp Life Care partnership for nutraceuticals.
Products & Services
Active Pharmaceutical Ingredients (APIs), pharmaceutical formulations, surgical products (including gloves and medical disposables), veterinary supplements, herbal products, nutraceuticals, and oncology medicines.
Brand Portfolio
Vaishali Pharma, Sankalp Life Care (marketing operations).
New Products/Services
Continuous registration of new brands in the formulation and veterinary segments is expected to drive the margin expansion from 16% to 25%.
Market Expansion
Targeting expansion in Russia (veterinary), Kenya, D.R. Congo, and Vietnam. The company recently participated in CPHI Barcelona to increase global visibility.
Market Share & Ranking
Positioned as a leading player in Russia's veterinary product domain within just two years of entry.
Strategic Alliances
Strategic partnership with Sankalp Life Care to oversee and operate their domestic and international marketing operations for nutraceuticals.
External Factors
Industry Trends
The industry is shifting toward specialized nutraceuticals and veterinary health. Vaishali is positioning itself by moving from pure API trading to a brand-led formulation model to capture higher value-add.
Competitive Landscape
Competes with both domestic API traders and international formulation players in emerging markets.
Competitive Moat
Moat is built on 'Strong Entry Barriers' created by requisite registrations and certifications (WHO-GMP, USFDA) and a portfolio of 250+ registered brands which are difficult for new entrants to replicate quickly.
Macro Economic Sensitivity
Highly sensitive to global pharmaceutical supply chain shifts and healthcare spending in emerging markets like Africa and CIS countries.
Consumer Behavior
Increased global focus on preventive health is driving demand for the company's herbal and nutraceutical segments.
Geopolitical Risks
Operations in Russia and African nations expose the company to regional geopolitical instability and changes in import regulations.
Regulatory & Governance
Industry Regulations
Operations are governed by WHO-GMP, EU-GMP, and USFDA manufacturing standards. Compliance with diverse regulatory requirements of 40+ countries is mandatory for brand registrations.
Taxation Policy Impact
Current tax expense for FY25 was INR 41.75 Lakhs, representing an effective tax rate of approximately 34% on PBT of INR 122.58 Lakhs.
Risk Analysis
Key Uncertainties
Volatility in the API business margins and the ability to achieve the ambitious INR 500 Cr revenue target within the 5-year timeline.
Geographic Concentration Risk
Significant reliance on the Russian market for the veterinary segment and the Bhiwandi warehouse for domestic operations.
Third Party Dependencies
Dependency on manufacturing partners like Sankalp Life Care for production, as the company focuses heavily on marketing and distribution.
Technology Obsolescence Risk
The company addresses this through 'ongoing innovation' and introducing 'cutting-edge pharmaceutical solutions' to maintain its competitive position.
Credit & Counterparty Risk
Working capital cycle of 90 days indicates moderate credit risk from distributors and international partners.