Cohance Lifesciences (formerly Suven Pharmaceuticals Limited) has issued a postal ballot notice seeking approval of its members on five special business resolutions. These resolutions cover the appointment and remuneration of Mr. Umang Vohra as Chairman and Group Chief Executive Officer, as well as the introduction and extension of the 'Cohance Lifesciences Limited – Employee Stock Option Plan, 2026' (ESOP 2026). In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company published newspaper advertisements regarding the postal ballot notice on May 15, 2026 in Business Standard (English Daily) and Navshakti (Marathi Daily). The postal ballot notice dated May 11, 2026 was dispatched electronically to members on May 14, 2026, and the remote e-voting facility, provided by KFin Technologies Limited (KFinTech), is open from Friday, May 15, 2026 at 9:00 a.m. (IST) to Saturday, June 13, 2026 at 5:00 p.m. (IST), with voting results to be declared on or before Monday, June 15, 2026.

Appointment of Mr. Umang Vohra as Chairman and Group CEO

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee (NRC), at their meeting held on 27 April 2026, appointed Mr. Umang Vohra (DIN: 02296740) as additional director, designated as Chairman with effect from the opening business hours of 1 May 2026 and as Group Chief Executive Officer with effect from the opening business hours of 20 May 2026, in each case until 30 April 2031, subject to member approval. Mr. Vohra holds a bachelor's degree in engineering (Computer Science) from M.S. Ramaiah Institute of Technology and a Master of Business Administration from T.A. Pai Management Institute. He brings over 30 years of experience in the pharmaceutical sector, having served as Managing Director and Global CEO of Cipla Limited for a decade, and prior to that, spent over 14 years at Dr. Reddy's Laboratories as CFO and Head of North America Generics. Earlier in his career, he was also associated with PepsiCo India.

The key details of Mr. Vohra's profile are summarised below:

Remuneration Structure

The proposed remuneration for Mr. Vohra, benchmarked against industry peers of comparable and larger sizes, comprises fixed compensation, variable compensation, employee stock options (ESOPs), and perquisites. The remuneration may exceed the limits prescribed under Section 197 of the Companies Act, 2013, for which a special resolution is being sought. Central Government approval is also required solely on account of Mr. Vohra being a non-resident.

The key components of Mr. Vohra's proposed remuneration are as follows:

For reference, Mr. Vohra's remuneration from his previous role at Cipla Limited in FY 24-25 was as follows:

ESOP 2026: Key Features and Dilution Structure

The Board approved the 'Cohance Lifesciences Limited – Employee Stock Option Plan, 2026' (ESOP 2026) at its meeting held on 27 April 2026, subject to member approval. The plan covers up to 2,59,18,613 (two crore fifty nine lakhs eighteen thousand six hundred and thirteen) equity shares of face value INR 1/- each, representing 6.25% of the fully diluted equity share capital. The ESOP 2026 will be implemented directly by the Company through fresh issue of shares, under the superintendence of the Nomination and Remuneration Committee.

The aggregate dilution on account of ESOP 2023 and ESOP 2026 is set out below:

Key vesting and exercise parameters of the ESOP 2026 include:

• Vesting period: Minimum 1 year, maximum 8 years from the date of grant
• Exercise period: Up to 3 years from the date of vesting
• Exercise price: Not less than INR 325 per share for grants made within 6 months of in-principle stock exchange approval
• Time-vested grants: Shall not exceed 37% of total grants under ESOP 2023 and ESOP 2026 in aggregate
• Performance-based vesting: Subject to company-level parameters including growth in revenue and EBITDA, customer base expansion, operational metrics, quality metrics, and share price targets (at least INR 650)

The performance vesting schedule is as follows:

Company Financial Performance

The consolidated financial performance of the Company, as referenced in the postal ballot notice, is summarised below (in INR Crores):

E-Voting Process and Timeline

The postal ballot notice has been sent electronically to members whose names appear on the Register of Members as on the cut-off date of May 8, 2026. The e-voting event number (EVEN) is 9708. Members may cast their votes through the KFinTech e-voting platform at https://evoting.kfintech.com . The scrutiniser appointed for the process is Mr. DVM Gopal (Membership No. F6280 and COP No. 6798), Partner, M/s. DVM & Associates LLP, Company Secretaries. Results will be communicated to BSE Limited and the National Stock Exchange of India Limited and displayed on the Company's website at www.cohance.com on or before Monday, June 15, 2026. Members with e-voting grievances may contact KFin Technologies Limited at evoting@kfintech.com or call toll-free at 1800-309-4001.

Cohance Lifesciences Limited announced its audited standalone and consolidated financial results for the quarter and year ended March 31, 2026. The Board of Directors approved the results at its meeting held on May 12, 2026. The company reported a decline in annual revenue, attributed to customer-led inventory normalisation and regulatory disruptions, while maintaining a healthy liquidity position.

FY26 Consolidated Financial Performance

Cohance Lifesciences reported consolidated revenue from operations of INR 22,686 Mn for FY26, a decline of 13.0% year-on-year. The company attributed the revenue pressure to customer-led inventory normalisation in two large commercial products, product-specific challenges in the API business, and pricing pressure in the Specialty Chemicals segment. Material margins improved to 70.8%, up 209 basis points year-on-year, supported by product mix, subsidiary consolidation, and INR depreciation. Adjusted EBITDA for FY26 stood at INR 4,775 Mn with margins at 21.0%, while standalone Adjusted EBITDA margins were higher at 24.6%.

Q4 FY26 Performance

For the fourth quarter of FY26, consolidated revenue from operations was INR 6.2 Bn, down against INR 8.4 Bn in Q4 FY25. Reported EBITDA for Q4 FY26 stood at INR 985 Mn compared to INR 2.3 Bn in Q4 FY25, with reported EBITDA margins contracting to 15.92% from 27.27% in the prior-year quarter. On an adjusted basis, EBITDA for Q4 FY26 was INR 1,298 Mn with adjusted margins at 21.0%, compared to INR 2,635 Mn and 31.4% margins in Q4 FY25. Consolidated net profit for Q4 FY26 came in at INR 195 Mn against INR 1.2 Bn in Q4 FY25.

Standalone Financial Highlights

On a standalone basis, Cohance Lifesciences reported net profit after tax of ₹228.71 crores for FY26, compared to ₹491.18 crores in FY25. Standalone revenue from operations was ₹2,030.50 crores for FY26. Basic and diluted earnings per share (EPS) on a standalone basis stood at ₹5.98 and ₹5.97 respectively for FY26, against ₹12.89 (basic) and ₹12.80 (diluted) in FY25.

Cash Flow and Balance Sheet

Cohance Lifesciences generated free cash flow of INR 1.73 Bn during FY26, with cash on books standing at INR 3.22 Bn. Capital expenditure deployed during the year stood at INR 2.15 Bn, directed primarily towards the Oligo Nacharam facility expansion, Suryapet capacity expansion, and high-containment capability upgrades including Parawada, Vizag.

Business Segment Performance

The Pharma CDMO segment reported revenue of INR 8.89 billion for FY26. Adjusting for the destocking impact in two large commercial molecules, the business delivered underlying growth of early single digits. Commercial products contributed more than 70% of standalone Pharma CDMO revenues. The Phase III pipeline stands at 10 programmes, with two products progressing towards early commercialisation. The API+ segment, accounting for 48% of sales, reported revenues of INR 10.88 billion, declining 8.0% year-on-year due to shipment delays and regulatory remediation at the Nacharam formulation plant. The Specialty Chemicals segment reported revenue of INR 2.913 billion, declining marginally by 2.1% year-on-year.

Management Commentary and Outlook

Management stated that growth is expected to return from the second half of FY27 onwards, with Q1 FY27 anticipated to be the low point for both revenue and EBITDA. EBITDA improvement in the second half is expected to be driven by volume recovery, customer conversions, reloads, and improved product mix. The company expects capex spend of nearly INR 3 billion in FY27, focused on ADC, oligonucleotides, manufacturing infrastructure, and quality systems. Regarding the recent Middle East geopolitical situation, management noted an escalation in logistics and freight costs, which is expected to impact Q1 FY27 gross margins by nearly 100 to 150 bps.