Ambee Pharmaceuticals financial analysis: other-finance liabilities 20.4x equity (Oct 2026)

Investment considerations: BDT 230.6m of revenue, BDT 32.3m of equity and BDT 661.1m owed under 'other finance'

Ambee Pharmaceuticals PLC was incorporated in Bangladesh as a public company on 4 February 1976, began commercial operation in 1978 and issued shares to the public in 1986; its shares are listed on the Dhaka and Chittagong stock exchanges [1 p.47]. The registered office and the manufacturing plant are at 184/1, Tejgaon Industrial Area, Dhaka [1 p.47]. The product list printed at the back of the FY2025 annual report runs across tablets, capsules, liquids, creams and ointments, and injections, with brands such as Act (paracetamol), Hiflox (ciprofloxacin), Myzid (azithromycin), Om (omeprazole) and Vitex (vitamin B-complex) [1 p.65]. The company states that it operates in a single product segment [1 p.22] and the interim notes record nine sales depots across Bangladesh [2 p.6].

Period check. The latest audited accounts in the corpus cover the year to 30-Jun-2025: the statement of financial position is headed 'As at 30th June 2025' and the profit or loss statement 'For the year ended 30th June 2025' [1 p.43] [1 p.44]. The board authorised them on 30-10-2025 and the auditor, Shafiq Basak & Co., dated its report 09 November 2025 [1 p.42] [1 p.43]. The latest interim is the un-audited third-quarter set to 31-Mar-2026, signed on 29-Apr-2026 [2 p.2]. The FY2026 audited accounts (year to 30-Jun-2026) are not in the corpus at 1-Nov-2026, and the DSE archive read on 2-Nov-2026 shows no board-meeting notice for them [18].

Five years in the statements. Revenue (net) was BDT 99.0m in FY2021, BDT 181.0m in FY2022, BDT 198.1m in FY2023, BDT 219.3m in FY2024 and BDT 230.6m in FY2025 [6 p.44] [4 p.41] [1 p.44]. The three-year compound growth rate from FY2022 to FY2025 was 8.4% (derived) [23]. Net profit after tax moved from a loss of BDT 13.0m in FY2021 to profits of BDT 8.1m, BDT 9.1m, BDT 9.7m and BDT 5.3m in the four years that followed [6 p.44] [4 p.41] [1 p.44]. EPS was BDT -5.42, 3.36, 3.79, 4.03 and 2.21 over the same years, on 2,400,000 shares throughout [1 p.31] [1 p.59].

How the balance sheet is funded. Shareholders' equity was BDT 32.3m at 30-Jun-2025, 4.4% of total assets of BDT 733.6m [1 p.43] [23]. The largest liability is the line 'Liabilities for Other Finance' at BDT 661.1m, 90.1% of total assets; at 31-Mar-2026 it was BDT 682.8m [1 p.43] [2 p.2]. Note 20 lists what it contains: BDT 193.1m payable to the chairman, Mr. Aziz Mohammad Bhai; BDT 308.1m to Ambee Limited; BDT 137.3m to Bengal Steel Works Ltd; and BDT 20.0m of 'Others Payable' that note 20.01 calls 'interest payable ... carried forward from previous years which may not be payable' [1 p.56]. Note 20.01 describes the Ambee Limited amount as a 'temporary interest free loan which is supported by a certificate from Ambee Limited' [1 p.56]. Short term bank borrowings were BDT 115.6m at June 2021 and nil at June 2024 and June 2025 [6 p.43] [1 p.43].

The audit opinion. Shafiq Basak & Co. qualified the FY2025 accounts on two matters and added an emphasis of matter that refers to note 20 [1 p.36]. The same firm qualified the FY2024 accounts on two matters [3 p.36]; A. Wahab & Co. qualified the FY2023 accounts on five matters under a heading that reads 'Qualified and Disclaimer of Opinion' [5 p.2], and qualified the FY2022 accounts on three matters [6 p.37]. The full wording is in the balance-sheet section below.

Market data, stated as facts. The close on 29-Oct-2026, the last DSE session before the note date, was BDT 730.7, giving a market capitalisation of BDT 1,753.7m on 2.4m shares [22]. DSE trading-day closes over the 52 weeks from 30-Oct-2025 to 29-Oct-2026 ranged from BDT 698.2 on 14-Jan-2026 to BDT 833.0 on 21-Jul-2026 [22]. Trailing EPS to March 2026, derived as FY2025 EPS of BDT 2.21 less 9M FY2025 EPS of BDT 2.17 plus 9M FY2026 EPS of BDT 2.26, is BDT 2.30, a P/E of 317.7x [1 p.44] [2 p.3]. NAV per share was BDT 14.73 at 31-Mar-2026, a P/B of 49.6x [2 p.2]. The FY2025 cash dividend of BDT 1.00 a share is a 0.14% yield on that close (derived) [1 p.62].

Business model: one Tejgaon plant, five dosage forms and a first export year

How the company makes money. Revenue is the sale of finished medicines through the company's depots. Note 24 shows FY2025 local sales of BDT 253.2m, less VAT of BDT 33.0m, giving BDT 220.1m, plus export sales of BDT 10.4m, for revenue of BDT 230.6m; FY2024 had local sales of BDT 252.2m, VAT of BDT 32.9m and no export sales [1 p.57]. The FY2024 statement of financial position carried BDT 4.6m of 'Advance Received Against Export Sales', which was nil at June 2025 [1 p.43]. The filings do not name the export customer or market.

Dosage forms. The sales-quantity table in note 24.01 lists five dosage forms by unit of measure: tablets (pcs), capsules (pcs), liquids (bottles), ointment (pcs) and injection (ampoule) [1 p.57]. The printed table has a quantity column and two value columns; the value columns total BDT 230,551,023 and BDT 219,303,514, matching revenue for each year, and give tablets BDT 110.5m and BDT 104.4m, capsules BDT 104.5m and BDT 86.7m, liquids BDT 5.8m and BDT 1.2m, ointment BDT 0.04m and BDT 0.10m, and injections BDT 9.6m and BDT 26.9m for FY2025 and FY2024 [1 p.57]. On those printed values, tablets and capsules were 93.3% of FY2025 revenue (derived).

Capacity. Note 36 prints single-shift capacity and actual production: tablet group 1,250,000 and 1,180,000; capsule group 500,000 and 45,000; suspension group (bottles) 10,000 and 8,500; injectable (ampoules) 35,000 and 32,000; and tube 8,500 and 7,000, each with the remark 'As per market demand' or '-do-' [1 p.61]. The note does not state the unit period or the multiplier for these figures. On the printed numbers, capsule output was 9% of capsule capacity and tablet output 94.4% of tablet capacity (derived). Note 37 states 'There was no material capital expenditure authorized by the Board but not contracted for at 30 June 2025' [1 p.61].

Inputs. Note 25.01 states that raw-material consumption 'is 79.11.% imported', and note 25.02 that packing-material consumption 'is 0% imported' [1 p.57] [1 p.58]. Payments in foreign currency for imported raw materials were BDT 40.6m in FY2025 and BDT 51.8m in FY2024 [1 p.62]. Raw materials consumed fell from BDT 57.7m in FY2024 to BDT 33.3m in FY2025, and packing materials consumed from BDT 33.0m to BDT 27.9m [1 p.57]. The currency-risk note states that 'Majority of the Company's foreign currency transactions are denominated in USD and relate to procurement of raw & packing materials, machineries and equipment from abroad' [1 p.61].

People. The company had 474 employees at 30-Jun-2025 and 529 at 30-Jun-2024 [1 p.61]; the five-year table, which includes day labourers, gives 487, 710, 477, 529 and 474 for FY2021 to FY2025 [1 p.31]. Salary lines across the three expense notes were BDT 24.6m in factory overhead, BDT 11.1m in administrative expenses and BDT 63.8m in selling, distribution and marketing expenses in FY2025 [1 p.58] [1 p.59]; together they sum to BDT 99,473,891, which is the figure note 34 prints as 'Short Term Employee Benefits' paid to 'Key Management Personnel including Board of Directors' (derived match) [1 p.60]. Note 34.01 states 'During the year total remuneration paid to directors amounting to Tk. Nil' [1 p.61].

Line items: gross margin of 47.5%, selling costs of 36.3% of revenue and 9M FY2026 revenue down 40.9%

Revenue. Revenue grew 82.9% in FY2022, 9.4% in FY2023, 10.7% in FY2024 and 5.1% in FY2025 [23]. The directors' report gives the FY2025 figure as 'Tk. 23.06 crore, which is 5.13% higher than that of the previous year' and refers to 'continued price increases of raw materials and packaging materials in both international and local markets and fluctuations in currency exchange rates' [1 p.13]. Export sales of BDT 10.4m were recorded in FY2025 and none in FY2024; local sales net of VAT were BDT 220.1m in FY2025 and BDT 219.3m in FY2024, a rise of BDT 0.8m (derived) [1 p.57]. The filings do not split growth into price and volume, and do not state what share of revenue is under DGDA price control.

Cost of goods sold. COGS was BDT 121.1m in FY2025 and BDT 105.1m in FY2024 [1 p.44]. Note 25 builds it from opening work-in-process of BDT 18.8m, raw materials of BDT 33.3m, packing materials of BDT 27.9m, promotional materials of BDT 0.8m, factory overhead of BDT 30.4m and depreciation of BDT 3.2m, less closing work-in-process of BDT 7.7m, giving cost of production of BDT 106.7m; opening finished goods of BDT 133.5m less closing finished goods of BDT 117.9m and free samples of BDT 1.3m bring it to BDT 121.1m [1 p.57]. FY2025 cost of goods sold therefore included a BDT 15.6m reduction in finished-goods stock (derived). Factory overhead was led by salary, wages and allowances of BDT 24.6m and electricity, gas and water of BDT 4.7m [1 p.58].

Gross margin. Gross margin, recomputed from the statements, was 39.5% in FY2021, 51.0% in FY2022, 52.1% in FY2023, 52.1% in FY2024 and 47.5% in FY2025 [23]. The directors' report prints 41.52% for FY2025 and 45.27% for FY2024 [1 p.14]; those printed ratios equal gross profit divided by gross revenue of BDT 263.6m and BDT 252.2m, not by net revenue (derived). In 9M FY2026 the gross margin was 52.0%, against 52.5% in 9M FY2025 [23] [2 p.3].

Operating expenses. Selling, distribution and marketing expenses were BDT 83.7m in FY2025, 36.3% of revenue, and BDT 82.0m in FY2024 (37.4%) [1 p.44] [23]. The largest line was salary and allowances of BDT 63.8m; delivery expenses were BDT 7.3m, TA/DA of medical representatives and others BDT 5.6m and free samples BDT 2.5m [1 p.59]. Administrative expenses were BDT 17.6m in FY2025 and BDT 17.8m in FY2024, with salary and allowances of BDT 11.1m [1 p.58]. Profit from operations was BDT 8.1m in FY2025 and BDT 14.4m in FY2024, an operating margin of 3.5% and 6.6% [1 p.44] [23].

Financial expenses and WPPF. Financial expenses fell from BDT 1.9m in FY2024 to BDT 0.4m in FY2025; the FY2025 figure is interest on lease finance of BDT 88,795 and interest on the workers' fund of BDT 301,773, with no overdraft interest [1 p.59]. The WPPF balance fell from BDT 13.1m to BDT 3.3m after BDT 10.5m was paid during the year [1 p.57]. Note 28 lists no interest on the chairman, Ambee Limited or Bengal Steel Works balances [1 p.59], and note 20.01 describes the Ambee Limited amount as 'interest free' [1 p.56].

Tax. Current tax was BDT 2.65m in FY2025 and BDT 3.76m in FY2024, computed at 22.5% on taxable income of BDT 11.8m and BDT 16.7m; a deferred tax income of BDT 0.66m and BDT 1.61m reduced the charge to BDT 1.99m and BDT 2.15m [1 p.44] [1 p.56]. Note 3.10 states that assessments are complete up to assessment year 2023-2024 'Except assessment years 2005-2006, 2010-2011, 2011-2012, 2012-2013 and 2014-2015' [1 p.51], and note 21 lists provisions for those years totalling BDT 15.8m of the BDT 18.4m closing provision (derived) [1 p.56]. In FY2023 the statement of changes in equity charged 'Prior year adjustment-Provision for Tax' of BDT 5.4m and 'Prior year adjustment-Advance Income Tax' of BDT 30.7m, both '(After Completion of Assessment)', directly to retained earnings [3 p.45].

Nine months to March 2026. Revenue (turnover) from net sales was BDT 105.3m against BDT 178.3m, down 40.9%, and BDT 28.3m in the March quarter against BDT 54.3m, down 47.8% [2 p.3] [23]. Profit for operation was BDT 4.7m against BDT 8.3m. The statement then adds 'Bank Profit on FDR' of BDT 3.6m below 'Net profit before income-tax' of BDT 4.3m, giving BDT 7.9m before a tax provision of BDT 2.4m and net profit after income-tax of BDT 5.4m, against BDT 5.2m [2 p.3]. The comparative column on that page is headed 'July 23-March 25' [2 p.3]. The notes to the interim state 'Earning Per Share (EPS) increase due to sales increase against previous year sales by 19.68%' [2 p.9]; the statement on page 3 of the same accounts shows nine-month revenue 40.9% lower [2 p.3]. DSE posted the company's Q2 figures on 29-Jan-2026: EPS of BDT 1.36 for October-December 2025 against BDT 0.62, and BDT 1.86 for July-December 2025 against BDT 1.32 [18].

Ratios: equity at 4.4% of total assets and operating cash flow negative in 3 of 4 years

Returns. Net profit over average shareholders' equity was 16.5% in FY2022, 23.9% in FY2023, 36.7% in FY2024 and 17.2% in FY2025 [23]. These ratios rest on equity of BDT 23.3m to BDT 52.7m, which is 4.4% to 10.6% of total assets across the five years [23]. Equity fell from BDT 52.7m at June 2022 to BDT 23.3m at June 2023; the FY2023 statement of changes in equity charged BDT 36.0m of prior-year tax adjustments to retained earnings [3 p.45]; NAV per share went from BDT 21.96 to BDT 9.73 [4 p.40].

NAV per share, figure by figure. The statements print NAV per share of BDT 18.68 (June 2021), 21.96 (June 2022), 9.73 (June 2023), 12.26 (June 2024) and 13.47 (June 2025) [6 p.43] [4 p.40] [1 p.43], and BDT 14.73 at 31-Mar-2026 [2 p.2]. DSE posts give BDT 12.96 (Sep-2024), 12.58 (Dec-2024), 13.43 (Mar-2025), 13.97 (Sep-2025) and 14.33 (Dec-2025) [18].

Working capital. Receivable days on revenue were 340 in FY2021, 227 in FY2022, 250 in FY2023, 301 in FY2024 and 308 in FY2025 [23]. Inventory days on cost of goods sold were 770 in FY2024 and 635 in FY2025 [23]; finished goods were BDT 117.9m of the BDT 210.8m inventory at June 2025 [1 p.52]. At March 2026 inventories were BDT 248.4m, of which finished goods BDT 158.7m, and trade receivables BDT 221.4m [2 p.2] [2 p.8].

Cash conversion. Net cash from operating activities was BDT -73.2m in FY2022, BDT -35.2m in FY2023, BDT -65.9m in FY2024 and BDT +21.7m in FY2025; net profit after tax was BDT 8.1m, 9.1m, 9.7m and 5.3m in the same years [4 p.43] [1 p.46]. Cash receipts from customers and others were BDT 216.4m in FY2025 and BDT 174.6m in FY2024 [1 p.46]; in 9M FY2026 they were BDT 78.8m, 74.8% of nine-month revenue (derived) [2 p.5]. In each year the statement of cash flows shows 'Other Finance' inflows: BDT 132.7m in FY2022, BDT 101.5m in FY2023, BDT 81.8m in FY2024, BDT 161.9m in FY2025 and BDT 21.7m in 9M FY2026 [4 p.43] [1 p.46] [2 p.5].

Payout. Cash dividends per share were BDT 1.00, 1.50, 1.00 and 1.00 for FY2022 to FY2025, a payout of 29.8%, 39.6%, 24.8% and 45.2% of EPS [23]. DSE's dividend history lists 10% for 2025, 10% for 2024, 15% for 2023, 10% for 2022 and 15% for 2020, with no entry for 2021 [19].

Peers. The peer set is two June-year-end DSE pharmaceutical companies with published AnalystBro analysis notes, each read on the company basis from its own FY2025 annual report: Pharma Aids Limited, which describes itself as 'a manufacturer and supplier of USP Type-l Neutral Glass Ampoules' [16 p.45], and Central Pharmaceuticals Limited, whose auditor states that 'The Company has not renewed its drug licence' [17 p.36]. FY2025 revenue was BDT 230.6m at Ambee, BDT 438.1m at Pharma Aids (printed as 'Net Sales Revenue') and BDT 33.1m at Central Pharmaceuticals (printed as 'Turnover') [1 p.44] [16 p.42] [17 p.46]. Gross margin (derived) was 47.5% at Ambee, 30.3% at Pharma Aids and -33.3% at Central Pharmaceuticals, where cost of goods sold of BDT 44.1m exceeded turnover [17 p.46]. Shareholders' equity was 4.4% of total assets at Ambee, 74.4% at Pharma Aids and 57.6% at Central Pharmaceuticals (derived) [23]. Among these three, Ambee has the lowest equity share of total assets.

Peers' audit opinions, read from each filing. Pharma Aids' auditor, Kazi Zahir Khan & Co., wrote 'In our opinion, except for the effects of the matter described in the Basis for Opinion section of our report, the accompanying Financial Statements present fairly, in all material respects...' [16 p.35]. Central Pharmaceuticals' auditor, Ashraf Uddin & Co., headed its opinion 'Adverse Opinion' and wrote that the financial statements 'do not present fairly the financial position of the Company as at June 30, 2025' [17 p.36]. Ambee's auditor headed its basis section 'Basis for Qualified Opinion' [1 p.36].

Balance sheet: BDT 661.1m of other-finance liabilities, a BDT 52.6m share investment and four qualified opinions

Assets. Total assets were BDT 733.6m at June 2025 and BDT 758.5m at March 2026 [1 p.43] [2 p.2]. At June 2025 the largest lines were inventories of BDT 210.8m, accounts receivable of BDT 194.8m, a short-term investment in FDRs of BDT 100.0m (BDT 50m each at Mutual Trust Bank and Dutch-Bangla Bank), property, plant and equipment of BDT 102.6m and an investment in shares of BDT 52.6m [1 p.43] [1 p.52]. The FDR balance was BDT 63.1m at March 2026 [2 p.2].

Cash. Cash and cash equivalents of BDT 32.6m at June 2025 comprised cash in hand of BDT 30.0m, cash at bank in operative accounts of BDT 2.6m and in-operative accounts of BDT 0.06m [1 p.53]. Note 12.01 lists cash in hand at the head office, factory and eleven other locations, with ten of them holding between BDT 2.46m and BDT 3.22m each, and states 'The above balances are certified by a cash custody certificate' [1 p.53]. The sub-note headings differ between the summary and the detail: the BDT 57,415 list is headed 'In-Operative Accounts' (12.02) in the detail and 'Cash at Bank' in the summary [1 p.53]. At March 2026 cash in hand was BDT 16.2m and cash at bank BDT 18.6m [2 p.8].

Investment in Bengal Meat. Note 6 opens: 'During the year, the Company acquired 5,260,460 ordinary shares of Bengal Meat Processing Industries Ltd. at a total cost of Tk. 52,604,603. Ownership of the shares has been duly transferred to the Company.' It carries the investment 'at cost less impairment, if any' [1 p.52]. The directors' report states that Tk. 46,100,000 of the investment 'was acquired between 12 January 2017 and 30 June 2024 but was not recorded or disclosed in previous financial statements', that Tk. 6,504,603 was paid against 650,460 right shares issued 'after the financial year 2024–2025 and during the audit process', and that the investment was recognised by 'debiting “Investment in Shares” and crediting “Liabilities for Other Finance - Ambee Ltd.”' [1 p.14] [1 p.15]. The FY2025 statement of cash flows shows the same Tk. 52,604,603 as a cash outflow under 'Investment in Share' [1 p.46]. The filings do not state Ambee's percentage holding in Bengal Meat.

Printed differences on the Bengal Meat investment, each stated as printed. (1) Timing: note 6 says the shares were acquired 'During the year' [1 p.52]; the directors' report says Tk. 46,100,000 was 'acquired between 12 January 2017 and 30 June 2024' [1 p.14]. (2) Amounts: the auditor prints '4,610,000' and 'Tk. 6.504,603' [1 p.36]; the directors' report prints Tk. 46,100,000 and Tk. 6,504,603 [1 p.14] [1 p.15]. (3) Title: note 6 says 'Ownership of the shares has been duly transferred to the Company' [1 p.52]; the auditor refers to '650,460 no. right shares which are yet to be issued' [1 p.36]. (4) Cash: the directors' report describes recognition by 'crediting “Liabilities for Other Finance - Ambee Ltd.”' [1 p.15]; the statement of cash flows shows 'Investment in Share (52,604,603)' under investing activities [1 p.46].

Liabilities for other finance. The line was BDT 183.6m at June 2021, BDT 316.3m at June 2022, BDT 417.4m at June 2023, BDT 499.2m at June 2024, BDT 661.1m at June 2025 and BDT 682.8m at March 2026 [6 p.43] [4 p.40] [1 p.43] [2 p.2]. The FY2025 increase of BDT 161.9m includes the new BDT 137.3m line for Bengal Steel Works Ltd and BDT 25.7m more for Ambee Limited [1 p.56]. In the related-party note, Bengal Steel Works is described as 'Group Concern', 'Inter Company Loan/ Receivables', with an opening balance of (10,774,090), an addition of 148,034,517 and a closing balance of 137,260,427 [1 p.60]; at June 2024 Bengal Steel Works appeared as an advance of BDT 10.8m on the asset side [1 p.53]. The note on Ambee Limited reads 'The amount of Tk. 45,679,620 is included from the running year 2025. Company will take permission from the shareholders in the next Annual General Meeting' [1 p.60]. The filings do not state repayment terms for any of the related-party balances.

Liquidity. Cash and FDRs were BDT 132.6m at June 2025 and liabilities for other finance BDT 661.1m; liabilities for other finance less cash and FDRs were BDT 528.5m at June 2025 and BDT 584.9m at March 2026 (derived) [23]. Current liabilities were BDT 697.2m and current assets BDT 577.6m at June 2025 [1 p.43]. The liquidity-risk note states 'In extreme stressed conditions, the Company may get support from the related Company in the form of short-term financing' [1 p.61], and the going-concern note states there are 'no material uncertainties' [1 p.62].

Auditor's opinion, as printed (FY2025). Shafiq Basak & Co. wrote: 'In our opinion, except for the effects of the matters described in the Basis for Qualified Opinion section of our report, the accompanying financial statements of the Company give a true and fair view of the financial position of the Company as at 30th June 2025, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.' [1 p.36]

Basis for Qualified Opinion, item a), in full: 'As disclosed in note # 20.00, Tk. 1,916,358 is shown as Payable to Provident Fund, carried forward form prior years. Although the fund is a recognized fund (Note 3.07 (a)), no contributions have been made during the year under audit.' [1 p.36]

Item b), in full: 'As disclosed in Note 6.00, the company has an investment of Tk. 52,604,603 in Bengal Meat Processing Industries Ltd, including 4,610,000 acquired between 12th January 2017 to 30th June 2024 but those were not previously recorded & disclosed in the financial statements. Moreover, during the year under audit, the company has paid Tk. 6.504,603 against issuance of 650,460 no. right shares which are yet to be issued. No paper regarding the investment in shapes including right shares could be shown to us except a photocopy of certificate issued by Bengal Meat Processing Industries Ltd. During the current year, the company recognized these shares by debiting Investment in Shares and crediting Liabilities for Other Finance - Ambee Ltd. This delayed recognition is a departure from IFRS requirements relating to the timely recognition and measurement of financial assets. Furthermore, no dividend income has been recognized to date, based on a declaration from the investee, which creates uncertainty regarding the recoverability and valuation of this investment. No satisfactory explanation could be given to us for non-disclosure of the above investment in previous years.' [1 p.36]

Emphasis of Matter, in full: 'We refer note no.20.00 which needs attention of the management details of the same have been disclosed in note 20.01.' [1 p.36] The paragraph after the emphasis of matter closes: 'We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion and Disclaimer of opinion.' [1 p.36] The report contains no disclaimer section. Under 'Other Information' the auditor adds a paragraph on 'Balance Confirmation of Accounts Receivable & Sundry Creditors': 'a) A detailed list and contact information for the respective parties were not provide to us. Consequently, we were unable to circulate balance confirmation requests for direct verification of balances as of 30 June 2025. b) Due to the above limitation, we are unable to obtain sufficient appropriate audit evidence regarding the accuracy and completeness of the se balances and therefore cannot express an opinion on their correctness.' [1 p.41]

The company's explanation. On the provident fund, the directors' report states that the company 'was unable to settle the outstanding fund or make current-year contributions', citing 'increased raw material costs and currency fluctuations', and has 'implemented (1) A time-bound repayment plan, and (2) Strengthened cash flow management' [1 p.14]. On the investment it states 'The Company regrets for this significant oversight' and lists four commitments, including 'Strong internal control to prevent recurrence of such delay' [1 p.14] [1 p.15]. DSE posted the FY2025 report as 'Qualified Opinion and Emphasis of Matter' on 15-Dec-2025 [18].

Earlier opinions, quoted. FY2024 (Shafiq Basak & Co.), opinion: 'In our opinion, except for the effects of the matters described in the Basis for Qualified Opinion section of our report, the accompanying financial statements of the Company give a true and fair view of the financial position of the Company as at 30 June 2024, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.' Basis a): 'As disclosed in note # 18.00, the company has shown Tk. 1,916,358 is Payable to Provident Fund. The amount is carried forward from earlier years. As disclosed in note # 3.07 (a) the provided fund is a recognized fund but no contribution to the fund has been made during the year under audit.' Basis b): 'As disclosed in note # 20.00, the company has shown Tk. 13,120,582 as liabilities for WPPF which includes prior year’s amount of Tk. 11,713,039. During the year the company provided taka 622,766 as WPPF & distributed the same as per law but previous balance is yet to be distributed. As per section 234 (b) of Labor Act, 2006 the company should pay the full amount to the WPWF not later than nine months from the end of the respective year. In case of failure penalty as per section 236 may be imposed. However, the company provided interest @ 11.50% on the undistributed amount as per section 240 of Labor Law.' Emphasis of matter: 'We refer note no.18.00 which needs attention of the management details of the same have been disclosed in note 18.01.' The FY2024 report also closes 'We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion and Disclaimer of opinion.' and contains no disclaimer section [3 p.36]. The FY2022 report closes '...to provide a basis for our opinion.' [6 p.37]

FY2023 (A. Wahab & Co.), headed 'Qualified and Disclaimer of Opinion', opinion: 'In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion and Basis for Disclaimer of opinion section of our report, the accompanying Financial Statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023 and its financial performance and its cash flows for the year then ended in accordance with International Accounting Standards (IASs) and International Financial Reporting Standards (IFRSs).' [5 p.2] The five basis items cover Tk. 431,369 of income tax deducted from suppliers not deposited, the Tk. 1,916,358 provident-fund payable, Tk.13,441,194 of VAT payable not deposited, Tk. 11,713,039 of WPWF liabilities, and an unclaimed-dividend balance of Tk. 1,758,129 with a dividend bank balance of Tk. 370,819; they are quoted in full in exhibit 15 [5 p.2]. No section headed 'Basis for Disclaimer of opinion' appears on the two pages of the report read [5 p.2] [5 p.3].

FY2022 (A. Wahab & Co.), opinion: 'In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the accompanying Financial Statements present fairly, in all material respects, the financial position of the Company as at June 30, 2022 and its financial performance and its cash flows for the year then ended in accordance with International Accounting Standards (IASs) and International Financial Reporting Standards (IFRSs).' The three basis items cover WPF & WWF liabilities of Tk. 10,459,676, the Tk. 1,916,358 provident-fund payable, and an unclaimed-dividend balance of Tk. 2,356,352 with a dividend bank balance of Tk. 153,954; they are quoted in full in exhibit 15 [6 p.37]. In both the FY2023 and the FY2022 reports the cash key audit matter states 'our appointment was communicated on July 15, 2021 i.e., after closing of the year' and refers to bank confirmations 'as on June 30, 2021' [5 p.4] [15 p.4].

Governance: a 60.30% chairman holding, no recorded attendance by the two Medimpex directors and a dividend-timing Z category day

Board as printed in the FY2025 annual report: Mr. Aziz Mohammad Bhai, Chairman; Mrs. Kazi Tanzzina Ferdous, Managing Director & CEO; Mrs. Sakina Miraly, Director; Mrs. Nurjehan Hudda, Director; Mrs. Naureen Aziz Mohammad Bhai, Director; Mr. Lazlo Nemes, Director (Medimpex); Ms. Georgina Gruber, Director (Medimpex); Mr. Osman Haidar, Independent Director; and Dr. Shafiqul Ameen, Independent Director [1 p.5]. The board page spells the Medimpex director 'Laszlo Nemes' [1 p.6]. Two of the nine directors are independent [1 p.5]. The directors' report states that Mrs. Nurjehan Hudda and Mrs. Sakina Miraly are each 'the daughter of the company’s founding Chairman, late Mr. Mohammad Bhai', and that each is a director of Manticore Technology Limited, Manticore Engineering Limited, AMCO Holding Ltd., Bengal Petroleum Ltd. and Oxus Enterprise Ltd. [1 p.15]. The filings read do not state the family relationship, if any, of the chairman or of Mrs. Naureen Aziz Mohammad Bhai to the founding chairman.

Board meetings, FY2025. Twelve meetings were held; attendance was Mr. Aziz Mohammad Bhai 11, Mrs. Kazi Tanzzina Ferdous 12, Mrs. Sakina Miraly 10, Mrs. Nurjehan Hudda 10, Mrs. Naureen Aziz Md. Bhai 9, Mr. Laszlo Nemes '-', Ms. Georgina Gruber '-', Mr. Osman Haidar 12 and Mr. Shafiqul Ameen 11, with the note 'All the Directors attended the meetings through Digital/Virtual Platform' [1 p.17].

Committees. The audit committee is Mr. Osman Haidar (Independent Director, Chairman), Dr. Shafiqul Ameen (Independent Director, Member) and Mrs. Nurjehan Hudda (Director, Member), with the company secretary Mr. Mohammad Amir Hossain as secretary [1 p.32]; the 'Management Apparatus' page prints 'Mr. Nurjehan Hudda' for the same member [1 p.5]. The nomination and remuneration committee has the same three members and chairman [1 p.33]. Neither committee report prints the number of meetings held or attendance [1 p.32] [1 p.33]. The audit committee report states that the committee 'did not find any material deviation, discrepancies or any adverse finding/observation in the areas of reporting' and is signed on October 30, 2025 [1 p.32].

Key management. The FY2025 report lists Mr. A.K.M. Khairul Aziz, Chief Financial Officer; Mr. Mohammad Amir Hossain, Company Secretary; Mr. Md. Mizanur Rahman, General Manager; Mr. Md. Hasanul Kabir, Head of Accounts; and Mr. Tamim Iraz Haque, Head of Internal Audit (HIA) [1 p.5]. DSE posted on 21-Apr-2026 that the board 'has appointed Mr. Md. Nasim Uddin as the Company Secretary of the company with effect from April 20, 2026' [18], and the March-2026 accounts are signed by Md. Nasim Uddin as company secretary [2 p.2]. The FY2023 statements were signed by Naureen Aziz Mohammad Bhai as 'Vice Chairperson and Chief Executive Officer (CEO)' alongside Kazi Tanzzina Ferdous as Managing Director [4 p.40]; the FY2025 report lists Mrs. Kazi Tanzzina Ferdous as 'Managing Director & CEO' [1 p.5].

Ownership. Annexure II, headed 'Pattern of Shareholding as on 30 June, 2024' in the FY2025 report, lists Mr. Aziz Mohammad Bhai with 1,447,149 shares (60.30%), Mrs. Kazi Tanzzina Ferdous 48,000 (2.00%), Mrs. Nurjehan Hudda 48,120 (2.01%), Mrs. Sakina Miraly 48,000 (2.00%), Mrs. Naureen Aziz Mohammad Bhai 48,000 (2.00%) and M/s. Medimpex, Hungary 214,790 (8.95%) [1 p.18]. Note 13.01 gives 'Sponsors, Directors & Associates' 68.30%, 'ICB & Institutions' 8.66%, 'Foreign Investors' 8.95% and 'General Public' 14.09% at 30-Jun-2025, with 1,791 shareholders [1 p.54]. DSE shows sponsors and directors at 77.25%, institutions 8.37% and the public 14.38% at 30-Jun-2025, and 77.25%, 5.54% and 17.21% at 30-Sep-2026 [19]; DSE's 77.25% equals note 13.01's sponsors (68.30%) plus foreign investors (8.95%) (derived).

Corporate-governance compliance. Annexure III shows no condition ticked 'Not complied' [1 p.20] [1 p.30]. Besides the conditions remarked 'Not applicable' or 'No such case', condition 6(1)(c) on the NRC's terms of reference and condition 6(5)(c) on disclosure of the nomination and remuneration policy are marked '---' with the remark 'Still under preparation', condition 6(3)(c) on the NRC chairperson attending the AGM is marked '---' with no remark, and condition 5(6)(a)(ii)(a) 'Report on conflicts of interests' carries no mark in either column and the remark 'Not applicable' [1 p.27] [1 p.28] [1 p.29]. The annexure's condition 1(5)(xxvi) refers to a declaration 'for the year ended on 30 June 2024' and condition 3(3)(a) to 'financial statements for the year 2022-2023' [1 p.23] [1 p.25]. The compliance auditor, Huda & Co., wrote on 26 October 2025 that 'The Company has complied with the conditions of the Corporate Governance Code' and 'The Governance of the company is satisfactory' [1 p.19]. Annexure I states that 'The Internal Control system is sound in design and effectively implemented and monitored' [1 p.17].

DSE news, 24 months (posts from 5-Nov-2024 to 30-Apr-2026). Besides results, dividends and record dates, the archive contains: on 1-Dec-2025, an ARGUS Credit Rating Services rating of 'A' long term and 'ST-2' short term with a stable outlook, based on audited accounts to June 2024 and unaudited to September 2025; on 28-Jan-2026, a move to the 'Z' category 'regarding non-disbursement of the approved dividend within the stipulated time frame', a margin-loan prohibition under the 2025 margin rules, a post that the FY2025 dividend had been disbursed, and a return to 'A' with effect from 29-Jan-2026; and on 21-Apr-2026, the company-secretary appointment [18]. The archive shows no post on a capital-expenditure approval in the period [18].

AGM agenda. The notice for the 49th AGM on 18-Dec-2025 included the re-election of directors and, as special business, 'To appoint a Women Independent Director for a period of 3 years' [1 p.4]. The AGM date has passed; the outcome of that item is not in the corpus at 1-Nov-2026.

What's next: FY2026 accounts not yet notified; inferred board range 1-Nov to 23-Nov-2026

Scheduled or expected items after 31-Oct-2026. Already-announced results (the 9M FY2026 figures) are discussed above. Dates marked '(inferred)' are ranges built from every printed precedent and placed on DSE business days; Friday and Saturday are excluded. Annual-accounts precedents: board meetings on 30-Oct-2025 and 10-Nov-2024 (DSE notices) [18]; AGM notices dated 2-Nov-2023 (FY2023), 21-Nov-2022 (FY2022), 11-Nov-2021 (FY2021) and 7-Jun-2021 (FY2020) [4 p.4] [6 p.4] [7 p.4] [8 p.4]; and statement dates of 6-Nov-2023 and 23-Nov-2022 [4 p.40] [6 p.43]. The 30-Oct precedent date has passed in 2026 with no notice on DSE at 2-Nov-2026 [18]. The FY2020 dates (notice 7-Jun-2021, AGM 13-Jul-2021) are outliers; the range covering the other precedents is 1-Nov-2026 to 23-Nov-2026, with 21-Nov and 23-Nov (2022) the late outliers, and the narrower range on the remaining precedents is 1-Nov-2026 to 11-Nov-2026.

Interim precedents. Q1 accounts were signed on 22-Nov-2021, 27-Nov-2022 and 15-Nov-2023 [9 p.2] [10 p.2] [11 p.2], and the Q1 board met on 14-Nov-2024 and 12-Nov-2025 [18]; 27-Nov (2022) is the late outlier. Q2 accounts were signed on 27-Jan-2022, 25-Jan-2023 and 28-Jan-2024 [12 p.2] [13 p.2] [14 p.2], and the Q2 board met on 22-Jan-2025 and 28-Jan-2026 [18]. Record dates were 28-Jun-2021 (FY2020, outlier), 5-Dec-2021, 12-Dec-2022, 23-Nov-2023, 2-Dec-2024 and 20-Nov-2025; AGMs were held or called for 13-Jul-2021 (FY2020, outlier), 28-Dec-2021, 31-Dec-2022 (a Saturday), 14-Dec-2023, 24-Dec-2024 and 18-Dec-2025 [8 p.4] [7 p.4] [6 p.4] [4 p.4] [3 p.4] [1 p.4].

LDC graduation. Bangladesh's LDC graduation date is 24-Nov-2029; the UN General Assembly adopted it on 29-Oct-2026 in New York (30-Oct-2026 in Dhaka) [20] [21]. The filings read do not discuss LDC graduation, patent expiry or TRIPS, and do not state any share of revenue from patented molecules.

Items with no date in the filings. The directors' report refers to 'A time-bound repayment plan' for the provident-fund balance without a date or amount [1 p.14]. The Ambee Limited note states the company 'will take permission from the shareholders in the next Annual General Meeting' for the Tk. 45,679,620 added in the year [1 p.60]; the 18-Dec-2025 AGM notice does not list such an item [1 p.4]. The directors' report states that dividend income from Bengal Meat 'will be recorded timely upon declaration' [1 p.15].

Risks: related-party funding, imported raw materials, receivables and branch cash

Risks are listed with the line each one moves where a filing makes the link; otherwise the line is 'None disclosed'. No probabilities are attached.

Key questions: FY2026 results, the audit wording, related-party funding and receivables

FAQ

What does Ambee Pharmaceuticals make?

Tablets, capsules, liquids, ointments and injections from one plant at Tejgaon, Dhaka; FY2025 revenue was BDT 230.6m, including BDT 10.4m of export sales [1 p.47] [1 p.57].

When does Ambee's fiscal year end?

30 June. The latest audited year in the corpus ran to 30-Jun-2025; FY2026 accounts were not in the corpus at 1-Nov-2026 [1 p.43].

How much did Ambee earn in FY2025?

Net profit after tax of BDT 5.3m, EPS of BDT 2.21, on revenue of BDT 230.6m [1 p.44].

Did the auditor qualify the FY2025 accounts?

Yes. Shafiq Basak & Co. qualified the opinion on the unpaid provident-fund balance and the Bengal Meat investment, and added an emphasis of matter on note 20 [1 p.36].

What are 'liabilities for other finance'?

A current liability of BDT 661.1m at June 2025, mostly amounts owed to the chairman (BDT 193.1m), Ambee Limited (BDT 308.1m) and Bengal Steel Works (BDT 137.3m) [1 p.56].

What dividend did Ambee pay for FY2025?

10% cash, BDT 1.00 a share [1 p.62]; DSE moved the shares to the Z category on 28-Jan-2026 for late disbursement and back to A from 29-Jan-2026 [18].

Sources

1. Ambee Pharmaceuticals PLC 49th Annual Report 2024-25 (year to 30-Jun-2025; statements authorised 30-Oct-2025; auditor's report dated 9-Nov-2025) · link · accessed 2026-11-02
2. Ambee Pharmaceuticals PLC 3rd quarter accounts (un-audited), nine months to 31-Mar-2026, signed 29-Apr-2026 · link · accessed 2026-11-02
3. Ambee Pharmaceuticals PLC 48th Annual Report 2023-24 (year to 30-Jun-2024; auditor's report dated 18-Nov-2024) · link · accessed 2026-11-02
4. Ambee Pharmaceuticals PLC 47th Annual Report 2022-23 (year to 30-Jun-2023; statements dated 6-Nov-2023) · link · accessed 2026-11-02
5. Ambee Pharmaceuticals Limited audited financial statements as on 30 June 2023 (auditor's report, A. Wahab & Co.) · link · accessed 2026-11-02
6. Ambee Pharmaceuticals Limited 46th Annual Report 2021-22 (year to 30-Jun-2022; statements dated 23-Nov-2022) · link · accessed 2026-11-02
7. Ambee Pharmaceuticals Limited 45th Annual Report 2020-21 (AGM notice dated 11-Nov-2021) · link · accessed 2026-11-02
8. Ambee Pharmaceuticals Limited annual report for the year to 30-Jun-2020 (44th AGM notice dated 7-Jun-2021) · link · accessed 2026-11-02
9. Ambee Pharmaceuticals Limited un-audited accounts, Q1 to 30-Sep-2021 (signed 22-Nov-2021) · link · accessed 2026-11-02
10. Ambee Pharmaceuticals Limited un-audited accounts, Q1 to 30-Sep-2022 (signed 27-Nov-2022) · link · accessed 2026-11-02
11. Ambee Pharmaceuticals PLC un-audited accounts, Q1 to 30-Sep-2023 (signed 15-Nov-2023) · link · accessed 2026-11-02
12. Ambee Pharmaceuticals Limited un-audited accounts, half year to 31-Dec-2021 (signed 27-Jan-2022) · link · accessed 2026-11-02
13. Ambee Pharmaceuticals Limited un-audited accounts, half year to 31-Dec-2022 (signed 25-Jan-2023) · link · accessed 2026-11-02
14. Ambee Pharmaceuticals PLC un-audited accounts, half year to 31-Dec-2023 (signed 28-Jan-2024) · link · accessed 2026-11-02
15. Ambee Pharmaceuticals Limited auditors' report and audited financial statements for the year ended June 30, 2022 (A. Wahab & Co.) · link · accessed 2026-11-02
16. Pharma Aids Limited Annual Report 2024-25 (peer; year to 30-Jun-2025) · link · accessed 2026-11-02
17. Central Pharmaceuticals Limited Annual Report 2024-25 (peer; year to 30-Jun-2025) · link · accessed 2026-11-02
18. Dhaka Stock Exchange news archive for AMBEEPHA (board meetings, results, dividends, category changes, margin notice, credit rating, auditor opinions, company secretary; posts 5-Nov-2024 to 30-Apr-2026) · link · accessed 2026-11-02
19. Dhaka Stock Exchange company page for AMBEEPHA (category A, shareholding at 30-Jun-2025, 31-Aug-2026 and 30-Sep-2026, dividend history, last AGM 18-Dec-2025) · link · accessed 2026-11-02
20. The Daily Star, 'Bangladesh gets 3 more years for LDC graduation' (30-Oct-2026) · link · accessed 2026-11-02
21. The Business Standard, 'Bangladesh gets 3 more years before LDC graduation' (30-Oct-2026) · link · accessed 2026-11-02
22. AnalystBro price data (TradingView feed): DSE:AMBEEPHA daily bars, 30-Oct-2025 to 29-Oct-2026 · link · accessed 2026-11-02
23. AnalystBro model for this report (workbook tabs below) · link · accessed 2026-11-02