Central Pharmaceuticals financial analysis: adverse FY2025 audit opinion, sponsors at 7.67% (Oct 2026)

Investment considerations: 6 loss years, an adverse FY2025 opinion and FY2026 EPS of BDT (0.17)

MISSING FILING and data status. Central Pharmaceuticals Ltd. (CPL) has a 30 June year end. The latest annual report in the corpus covers the year to 30-Jun-2025: the statement of financial position is headed 'AS AT 30 JUNE 2025' and the auditor signed on November 11, 2025 [1 p.45] [1 p.44]. On 27-Oct-2026 DSE posted the board's FY2026 figures: EPS of Tk. (0.17), NAV per share of Tk. 6.70 and NOCFPS of Tk. 0.00 for the year ended June 30, 2026, with no dividend [22]. The board met on 26-Oct-2026 [22]. The FY2026 annual report and audited statements are not in the corpus at 1-Nov-2026. This note uses the FY2025 annual report, the interim statements for the quarter to 30-Sep-2025, the half year to 31-Dec-2025 and the nine months to 31-Mar-2026, and the DSE-announced FY2026 figures, each labelled [9 p.1] [7 p.1] [10 p.1].

What the company is. CPL was incorporated on 13 November 1980 (note 1.01, p.49; the Corporate History on p.19 prints 18 November, 1980) [1 p.49] [1 p.19], converted to a public limited company on 20 December 2010 and listed on DSE on 22 July 2013 [1 p.49]. Its registered office and factory are at 2-A/1, South-West Darus Salam Road, Mirpur-01, Dhaka [1 p.19]. The annual report describes the business as 'producing and marketing finished formulation products for general Peoples, Hospitals, Clinic. Govt. Organizations, NGO'S, and Corporations consisting of 72 medicines approved by the Drug Administration of Bangladesh' [1 p.6]. Note 1.03 states the principal activity as 'manufacturing and marketing of quality medicine', and note 44 says there is a 'single business and geographic segment' [1 p.49] [1 p.68]. The company had 76 employees at 30 June 2025 [1 p.69]. It is in DSE's Z category and has 119,800,844 shares of BDT 10 [23].

Seven years of results. Turnover was BDT 307.5m in FY2019, BDT 140.1m in FY2020, BDT 148.2m in FY2021, BDT 26.0m in FY2022, BDT 29.3m in FY2023, BDT 29.6m in FY2024 and BDT 33.1m in FY2025 [5 p.41] [4 p.42] [3 p.44] [1 p.46]. Profit after tax was BDT 57.1m in FY2019. The company then reported a loss in every year from FY2020 to FY2025: BDT 1,107.0m in FY2020, BDT 8.6m in FY2021, BDT 68.2m in FY2022, BDT 44.0m in FY2023, BDT 42.4m in FY2024 and BDT 22.0m in FY2025; the six losses add up to BDT 1,292.2m (derived) [30]. EPS as printed was BDT 0.48, (9.24), (0.07), (0.57), (0.37), (0.35) and (0.18) for FY2019 to FY2025 [6 p.34] [5 p.41] [4 p.42] [3 p.44] [1 p.46].

The FY2020 year. In FY2020 cost of goods sold was BDT 629,266,435 on turnover of BDT 140,091,702, and administrative expenses were BDT 597,659,913, for a loss after tax of BDT 1,107,001,230 [5 p.41]. Between 30 June 2019 and 30 June 2020 inventories went from BDT 532,943,683 to BDT 23,207,070 and accounts receivable from BDT 597,922,124 to BDT 56,020,610 [5 p.40]. Retained earnings went from BDT 69,062,378 to BDT (922,173,188) over the same year [5 p.40]. This note did not read the FY2020 notes that break down the administrative expenses line.

The latest figures. In the nine months to 31-Mar-2026 turnover was BDT 27,075,328, up 12.6% on BDT 24,037,868 a year earlier, and the loss after tax was BDT 28,131,628 [10 p.2]. DSE's posts give EPS of Tk. (0.07) for July-September 2025, Tk. (0.06) for October-December 2025 and Tk. (0.09) for January-March 2026, and Tk. (0.17) for the full year to June 2026 [22]. FY2026 EPS less nine-month EPS of Tk. (0.23) gives BDT +0.06 for April-June 2026 (derived from the rounded DSE figures) [22].

Market data, stated as facts. The close on 29-Oct-2026, the last DSE session before the note date, was BDT 8.3, giving a market capitalisation of BDT 994.3m [29]. Over the 52 weeks of DSE trading-day closes from 30-Oct-2025 to 29-Oct-2026 the lowest close was BDT 7.8 (13-Nov-2025 and 16-Nov-2025) and the highest BDT 12.0 (3-Aug-2026) [29]. The price is 1.24x the DSE-announced June 2026 NAV per share of BDT 6.70 and 1.21x the audited June 2025 NAV per share of BDT 6.87 [22] [1 p.45]. No P/E is shown: EPS was negative in FY2025 and FY2026.

Line items: FY2025 turnover of BDT 33.1m, cost of goods sold at 133% of turnover

Products and output. Product-wise sales in FY2025 were 256,650 boxes of tablets for BDT 18,075,053 and 273,884 boxes of capsules for BDT 14,983,578, a total of BDT 33,058,631; in FY2024 they were 230,205 boxes of tablets for BDT 16,212,774 and 245,664 boxes of capsules for BDT 13,387,892 [1 p.11]. Liquids and ointments show no sales in either year [1 p.11]. Production capacity for tablets and capsules is printed as 160 million pieces with actual production of 38.70 million, a utilisation of 24.19%; liquid and ointment capacity is shown as nil [1 p.70]. The report names brands including AZITOR (azithromycin), NEOFLOX (ciprofloxacin), OC-20 (omeprazole), CENTAMOL (paracetamol) and GL-80 (gliclazide) [1 p.6] [1 p.7]. No export was made in FY2025 [1 p.70].

Turnover. Note 20 shows turnover as 'Local Sales (Net)' of BDT 33,058,631 and says 'Sales has been slightly increased than last year as per normal course of business' [1 p.62]. Growth on FY2024 was 11.7% (derived) [30]; the chairman's message prints '11.49% increase' [1 p.5]. The auditor wrote that 'all sales transactions were conducted in cash and no product-wise reconciliation or detailed supporting schedules were maintained' [1 p.38]. The company's clarification states that 'National Board of revenue (NBR) froze our Bank accounts, so we operate our Business by cash transactions majority' [1 p.15].

Cost of goods sold. FY2025 cost of goods sold of BDT 44,059,175 was built from raw material consumed of BDT 14,128,021, packing material consumed of BDT 1,413,239, direct expenses of BDT 3,627,094 and manufacturing overhead of BDT 27,170,976, with work-in-process and finished-goods movements [1 p.62]. Manufacturing overhead includes depreciation of BDT 20,544,920 and electricity of BDT 3,690,425 [1 p.62]. Depreciation in cost of goods sold was 46.6% of the line (derived) [30]. The company's own explanation, in its clarification of the audit report, is: 'cost of goods sold is higher be cause low turn over and machineries depreciation is added with COGS' [1 p.15].

Packing material, printed twice. Note 21 carries packing material consumed of BDT 1,413,239; note 21.02 and the Schedule XI table print BDT 1,353,239 [1 p.62] [1 p.70]. 1,413,239 less 1,353,239 is BDT 60,000 (derived). Note 21.02 foots: opening stock BDT 1,613,741 plus purchases BDT 3,122,392 less closing stock BDT 3,382,894 equals BDT 1,353,239 [1 p.62].

Administrative and selling expenses. Administrative expenses were BDT 11,336,781 in FY2025 and BDT 24,865,420 in FY2024 [1 p.46]. The FY2025 line includes bad debts of BDT 4,651,320, salary and allowances of BDT 3,674,780 and depreciation of BDT 1,068,796; the FY2024 line includes an impairment loss of BDT 10,590,063 and bad debts of BDT 4,252,549 [1 p.63]. Selling and distribution expenses were BDT 360,580 in FY2025 and BDT 3,011,916 in FY2024 [1 p.63].

Finance cost and other income. Financial expenses in FY2025 were BDT 6,459, all printed as 'Bank Charges & Commission'; the three Janata Bank loan accounts carry no interest charge in note 24 [1 p.63]. Note 2.29 says: 'the bank charged no interest during the period for rescheduling process' [1 p.55]. Financial expenses were BDT 35,706,519 in FY2019, BDT 21,453,046 in FY2021 and BDT 17,469,414 in FY2022 [5 p.41] [4 p.42] [3 p.44]. Other income in FY2025 was BDT 6,486 of interest on Janata Bank deposit accounts [1 p.63].

Tax. The FY2025 tax line is a credit of BDT 716,159: current tax of BDT 198,352 calculated as turnover tax at 0.60%, and a deferred tax credit of BDT 914,511 [1 p.46] [1 p.64]. The FY2024 credit was BDT 5,875,033 [1 p.46]. The directors' report prints the FY2025 tax line as '7,16,159' and the FY2024 net loss as '4,24,21,205' without brackets [1 p.10]; the income statement prints the FY2024 net loss as (42,421,205) [1 p.46].

FY2026: nine-month turnover up 12.6%, full-year EPS of BDT (0.17) announced

Interim statements in FY2026. The quarter to 30-Sep-2025 shows turnover of BDT 8,927,244, cost of goods sold of BDT 15,982,634 and a loss after tax of BDT 8,045,704, with EPS of (0.07); the statements are dated 14 November 2025 [9 p.2]. DSE's notice gives the board meeting for these statements as November 12, 2025 [22]. The half year to 31-Dec-2025 shows turnover of BDT 17,982,320 and a loss after tax of BDT 16,245,823, and the statements are dated 28 January 2026 [7 p.2]. The nine months to 31-Mar-2026 show turnover of BDT 27,075,328, cost of goods sold of BDT 48,212,726 and a loss after tax of BDT 28,131,628, dated 29 April 2026 [10 p.2].

Printed figures in the nine-month statements. The nine-month income statement prints gross profit of (17,121,674); turnover less cost of goods sold on the same page is BDT -21,137,398 (derived) [10 p.2]. It prints nine-month EPS as '0.23' and January-March EPS as '0.09' without brackets [10 p.2]; DSE posted them as Tk. (0.23) and Tk. (0.09) [22]. The half-year loss of BDT 16,245,823 and the January-March loss of BDT 10,429,788 add up to BDT 26,675,611 (derived), and the nine-month loss is printed as BDT 28,131,628 [7 p.2] [10 p.2]. The nine-month statement of financial position shows the 30-06-2025 comparative for shareholders' equity as BDT 845,297,863 and NAV per share as 6.82 [10 p.1]; the audited June 2025 figures are BDT 823,316,144 and BDT 6.87 [1 p.45].

Cash in the nine months. Net cash from operating activities was BDT 8,633 in the nine months to March 2026, with collections of BDT 26,473,584; the payment figure of (26,464,951) is printed on the 'Income Tax Paid' line [10 p.4]. Cash was BDT 1,242,918 at 31-Mar-2026 [10 p.1].

Ratios: negative gross margin in 5 of 7 years, receivables at 761 days of turnover

Margins. Gross margin was 46.7% in FY2019, -349.2% in FY2020, 19.7% in FY2021, -144.1% in FY2022, -98.6% in FY2023, -69.0% in FY2024 and -33.3% in FY2025 [30]. Net margin was 18.6% in FY2019 and -66.5% in FY2025 [30]. The five-year table in the annual report prints a gross profit ratio of (33.27%) for FY2025 [1 p.18].

Returns. Profit after tax over average equity was -86.1% in FY2020, -1.1% in FY2021, -9.1% in FY2022, -6.4% in FY2023, -5.6% in FY2024 and -2.6% in FY2025 [30]. Equity includes a revaluation reserve of BDT 732,690,537 from June 2024 and BDT 514,848,089 before that [1 p.45] [3 p.43]. The five-year table prints return on equity of (2.67) for FY2025 [1 p.18].

Receivables. Closing accounts receivable over turnover gives 710 days in FY2019, 1111 days in FY2022 and 761 days in FY2025 (derived) [30]. Receivables were BDT 68,904,410 at June 2025, all printed under 'Dhaka Sales Center' [1 p.57]. The roll-forward in note 8 runs: opening BDT 73,253,141, plus sales BDT 33,058,631, less receipts BDT 32,756,042, less bad debts BDT 4,651,320 [1 p.57]. The note also says the amounts 'are unsecured but good and have been subsequently realized' [1 p.57].

Leverage and liquidity. Bank loans (long-term, current portion and short-term) were BDT 205.4m at June 2019 and BDT 268.5m at June 2025, 0.33x equity (derived) [30]. The current ratio was 2.76x at June 2019 and 1.10x at June 2025 [30]. Advances, deposits and pre-payments were 20.1% of total assets at June 2025 [30].

Cash conversion. Net cash from operating activities was BDT (325,980) in FY2023, BDT 2,965,230 in FY2024 and BDT (518,465) in FY2025 [2 p.48] [1 p.48]. Note 30 computes NOCFPS from BDT (522,357) [1 p.64]; the cash-flow statement prints BDT (518,465) [1 p.48]. DSE's results post of 5-Nov-2025 gave FY2025 NOCFPS as Tk. 0.07, and its post of 27-Oct-2026 gave the FY2025 comparative as Tk. (0.00) [22]. The annual report prints NOCFPS of (0.00) [1 p.48].

Peers. The peer set is three June-year-end DSE companies with AnalystBro analysis notes, each read from its own FY2025 annual report on a company basis [26] [27] [28]. Their businesses as printed: Pharma Aids 'is a manufacturer and supplier of USP Type-I Neutral Glass Ampoules' [19 p.45]; Asiatic Laboratories' principal activities are 'manufacturing, selling and distributing pharmaceutical products (Human Drugs) throughout the Bangladesh and abroad' [20 p.9]; Navana Pharmaceuticals' are 'manufacturing, distribution and marketing of pharmaceutical and veterinary products' [21 p.286]. FY2025 revenue was BDT 438.1m for Pharma Aids, BDT 1,765.5m for Asiatic Laboratories and BDT 8,842.9m for Navana [19 p.42] [20 p.70] [21 p.283]. Finance-cost labels as printed are 'Financial Expenses' (Central Pharmaceuticals), 'Financial Cost' (Pharma Aids), 'Financial Expenses' (Asiatic, with 'Interest on Lease Liability' of BDT 5,910,575 on a separate line, excluded here) and 'Finance expenses' (Navana); each is gross. The table is not a ranking.

Peers' audit opinions, as printed. Pharma Aids' auditor wrote 'except for the effects of the matter described in the Basis for Opinion section' [19 p.35]. Asiatic's auditor wrote that the statements 'give a true and fair view, in all material respect' [20 p.64]. Navana's auditor wrote that they 'give a true and fair view' and added an emphasis of matter on a BDT 139.45 crore VAT show-cause notice [21 p.278]. Central Pharmaceuticals' FY2025 opinion is adverse [1 p.36].

Balance sheet and audit: adverse opinion, BDT 268.5m of bank loans and a BDT 386.2m NBR claim

The audit opinion, quoted in full from the page image. 'In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion section of our report, the accompanying financial statements do not present fairly the financial position of the Company as at June 30, 2025 and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).' [1 p.36]

Basis for Adverse Opinion, first paragraph, in full: 'The Company has assumed that it has adequate resources to continue its operations for the foreseeable future. However, the company has negative retained earnings almost equal to paid-up capital and management has failed to manage fresh fund to generate sufficient operating cash flows to meet current obligations. The Company has also failed to repay its outstanding bank loans, the National Board of Revenue (NBR) has raised substantial tax demands against it and the cost of goods sold exceeds turnover due to the impact of high fixed costs and limited production capacity. The Company has not renewed its drug licence. Moreover, the Company failed to pay key statutory and regulatory fees like DSC Listing Fees and CDBL Fees which may result in regulatory sanctions, including penalties, suspension of trading privileges, or possible delisting from the stock exchange. These situations indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. The financial statements do not adequately disclose this fact.' [1 p.36]

Basis items 1 to 6, in full from the page images. 1. 'Refer to Note No. 3.00 Property, plant & equipment Tk. 1,049,669,062/-: The Company's assets tag number did not match with the Fixed Assets Register. However, we could not verify the fixed assets physically. Furthermore, they failed to provide us the original copy of land deed which was in the custody of Jamata Bank PLC as per their statement. As a result, it was not possible for us to verify the ownership title of the company.' [1 p.36] 2. 'Refer to Note No. 5.00 Inventories Tk. 10,327,489/-: We attended the year-end physical inventory count and found the quantities to be properly recorded. However, the price declaration has not been updated since 2020, indicating that the valuation may not reflect current market conditions. In addition, the net realizable value (NRV) reported in the closing inventory statement and the financial statements does not appear to have been determined in accordance with the requirements of IAS 2 (Inventories).' 3. 'Refer to Note No. 6.00 Spare parts and supplies Tk. 11,675,560/-: We have attended the year end counting of inventories and found stock of raw materials, packing materials and finished goods in order. But the management of the factory failed to provide us the schedule of stock and show us the physical existence of stock of spare parts and supplies Tk. 11,675,560/-. Therefore, we could not conclude whether the balance was free of material misstatement.' 4. 'Refer to Note No. 7.00 Advances, Deposits & Pre-payments Tk. 287,060,405/- : Out of which Tk. 286,623,405/- was for Advance Income Tax. Management could not provide us any evidence in support of this balance. Therefore, it was not possible for us to conclude whether the opening balance of this head was free of material misstatement or not.' 5. 'Refer to Note No. 8.00 Accounts Receivable Tk. 68,904,410/-: There was an opening balance of Tk. 73,253,141/- against Accounts Receivable. The company failed to provide us the detailed address to the customers. Therefore, it was not possible for us to send balance confirmation letters to the customers which prevents us from concluding that the balances are free of material misstatement. Furthermore, the company has written off a portion irrevocable debt of Tk. 4,651,320/-; however, they failed to provide us any basis for this write-off or a schedule of clients whose balances were uncollectible.' 6. 'Refer to Note No. 10.00 Share Capital Tk. 1,198,008,440/-: According to the Bangladesh Securities and Exchange Commission (BSEC) directive No. SEC/CMRRCD/2009-193/155/Admin/80, dated 10 December 2020, and in continuation of previous directives No. SEC/CMRRCD/2009-193/45 dated 15 May 2011 and No. SEC/CMRRCD/2009-193/50/Admin dated 12 July 2011, the Sponsors and Directors of every listed company are required to jointly hold a minimum of 30% of the paid-up capital of the company at all times. Whereas, the company has only tk. 119,800,844/- of Paid-Up Capital and the sponsor and director to public subscription ratio is 14.96 : 85.04' [1 p.37].

Basis items 7 to 13, in full from the page images. 7. 'Refer to Note No. 13.00 & 15.00 Long term loan Tk. 231,977,819/- & 36,496,932/-: The Company had taken three loans from Janata Bank Local office, Dhaka. The reported balance was carried forward before 30th June 2022, without any change. We requested direct confirmation of these balances from the bank; however, no response was received as of 11 November 2025. Management also failed to provide us the present status of the loan. Management neither repaid any instalment of the loan nor did they book provision for interest. In absence of sufficient and appropriate evidence, it was not possible for us to conclude whether the balances are free of material misstatement or not.' [1 p.37] 8. 'Refer to Note No. 14.00 Deferred Tax Liabilities Tk. 30,305,419/-: In the prior year, an impairment loss of Tk. 10,590,063/- on revalued assets had not been recognized for deferred tax expenses. In the current year, management has also not made any provision for deferred tax on the revaluation or impairment of assets. As a result, it was not possible for us to conclude whether the deferred tax liabilities are fairly stated and free from material misstatement.' 9. 'Refer to Note No. 16.00 Sundry Creditors Tk. 19,249,508/-: There was an opening balance of 8,817,252/- against sundry creditors. The company failed to provide us the ageing, detailed address. Therefore, it was not possible for us to send confirmation letters to the suppliers that refrain us to conclude the balance is free of material misstatement.' 10. 'Refer to Note No. 17.01 & 18.00 Unclaimed dividend and provision for IPO proceeds Tk. 859,383/- & 5,962,694/-: The balances were caring forward before 30th June, 2022. As per notification BSEC/ CMRRCD/ 2021- 391 (20/admin/121. Date- 01st June, 2021) and BSEC/ CMRRCD/ 2021-386/ 03 Date- 14th January, 2021 "If any balance of dividend or IPO fund remains unpaid or unclaimed for period of three years from the date of declaration or approval or record date as the case may be shall be transferred to the Capital Market Stabilization Fund (CMSF). But the amount was not transferred yet.' 11. 'Refer to Note No. 19.00 Provision for Tax Liabilities Tk. 280,575,304/-: The amount was caring forward before 30th June, 2022 almost without any change. But, the National Board of Revenue has claimed Taxes Tk. 988,245,451/- from the assessment year 2007-2008 to 2020-2021 vide letter no. 178456845965/ circle- 155/2021-2022 Date- 15th March, 2022. But the company had neither settled the issue with NBR nor had they maintained any provision for Tk. 707,670,147 /- as demanded by NBR. However, based on the Company's appeal, NBR has subsequently reduced the demand to Tk. 386,225,101/- (Letter No. Outstanding Claims/SA-441/KHA-21/2024-25/533, dated 30 July 2025) but they have made no adjustments of the amount as per IAS 10.' 12. 'Refer to Note No. 20.00 Turnover Tk. 33,058,631/-: Management provided monthly VAT return (9.1) reconciling reported sales with the financial statements. However, they failed to provide us any authentic sales invoices or other documentation to substantiate the transactions recorded therein. Furthermore, all sales transactions were conducted in cash and no product-wise reconciliation or detailed supporting schedules were maintained. In absence of sufficient appropriate audit evidence, we were unable to verify the occurrence, completeness, accuracy and cut-off of the Company's revenue. As a result, it was not possible for us to conclude whether the revenue is fairly stated in accordance with IAS 18/IFRS 15 Revenue from Contracts with Customers.' 13. 'Refer to Note No. 21.00 & 22.00 Cost of Goods Sold & Administrative Expenses of Tk. 44,059,175/- & 11,336,781/-: The Company incurred and recorded its expenses in cash and failed to provide adequate supporting documentation for these transactions. As a result, it was not possible to confirm the authenticity of the transactions. Moreover, we observe that the company has not deducted Tax at source against its expenditures including purchase of raw materials. On the other hand, so.much Tax was deducted that was not paid into the exchequer or made provision as payable.' [1 p.38]

Other information and emphasis of matter. The FY2025 report has no emphasis-of-matter or other-matter section [1 p.36] [1 p.39]. Under 'Other Information' the auditor wrote: 'As described in the Basis for Adverse Opinion section above, the Company did not disclose that the Company has been unable to conclude re-negotiations or obtain replacement financing and is considering filing for bankruptcy, which casts significant doubt on its going concern. Accordingly, we have determined that other information related to these is materially misstated.' [1 p.39] The same section also prints 'We have nothing to report in this regard' [1 p.39]. Under legal requirements the auditor reports: 'In our opinion, proper books of accounts as required by law have not been kept by the company' [1 p.44].

Key audit matters, description column in full from the page images. The auditor lists six: 'Valuation of Property, plant & equipment, Advance, deposit & prepayments, Accounts receivables, Long term loan, Provision for Tax and Turnover' [1 p.39]. PPE, headed 'Valuation of Property, Plant and Equipment (PPE) Tk. 1,060,692,715/- (Note No. 3.00)': 'As refer to notes 03.00 to the financial statements Property, Plant & Equipment includes the company's long-term assets, which flow economic benefits to the entity for more than one year. PPE is measured at cost less accumulated depreciation. The carrying value of PPE represents a significant portion of total assets, which amounts to Tk. 1,049,669,062/- for the company at the reporting date.' [1 p.39] Advances, headed 'Advance, deposit & prepayments Tk. 287,060,405/- (Note No. 7.00)': 'As refer to notes 07.00 to the financial statements Advance, deposit & prepayments includes the company's short-term assets, which flow economic benefits to the entities more than one year. Advance, deposit & prepayments are measured at. The carrying value of Advance deposit & prepayments represents a significant portion of total assets, which amounts to Tk. 287,060,405/- for the company at the reporting date. Advances may have been recorded even if they were not being paid, Challan, pay order etc may not be valid Security deposits may have been expired or matured Advances may have been realised but still they may be shown.' [1 p.40] Receivables, headed 'Accounts Receivable Tk. 68,904,410/- (Note No. 8.00)': 'The total amount of Account Receivable is Taka 68,904,410/- at 30 June 2025. There are significant large numbers of individual customers. Customers in different business segments and jurisdictions are subject to their independent business risk. The increasing challenges over the economy and operating environment in developing the sale of goods during the year have decreased the risks of default on receivables from the customers. In particular, in the event of insolvency of customers, the company is exposed to potential risk of financial loss when the customers fail to meet their contractual obligations in accordance with the requirements of the agreements. Accordingly, we identified the recoverability of receivables as a key audit matter because of the significance of receivables to company's Financial Position and because of the significant degree of management judgment involved in evaluating the adequacy of the allowance for doubtful debts.' [1 p.40] [1 p.41]

Key audit matters, continued. Long-term loan, headed 'Long term loan Tk. 231,977,819/- & 36,496,932/- (Note No. 13.00 & 15.00)': 'As at June 30, 2025, the reported amount of total Term loan (Long & Current portion) is Taka Tk. 231,977,819/- & 36,496,932/- respectively. The company may face difficulties due to unfavourable movement in interest rate & monetary policy that may result in short term and cash flow crisis.' Its response column says: 'We verified sanction letter, loan schedule bank statements to confirm the loan outstanding and found that the balance had been reported in the Financial Statements accurately' [1 p.41]; basis item 7 says no bank response was received [1 p.37]. Tax, headed 'Provision for Tax Liabilities Tk. 280,575,304/- (Note No. 19.00)': 'Provision for income tax requires the consideration of incomes from both 'Turnover' and 'gross external incoming' in accordance with the Income Tax Ordinance (ITA 2023). As per the ITA 2023, tax has to be calculated on the higher base comparing the income from 'Turnover ' The Company herein has made provision for taxation amounting to TK. 280,575,304/- for the year ended 30 June 2025 whereas it was TK. 280,376,952/- in the year 2024.' [1 p.41] [1 p.42] Turnover, headed 'Revenue Recognition - Turnover Tk. 33,058,631/- (Note No. 20.00)': 'During the year, the Company recognized sales turnover of Tk. 33,058,631/- Sales revenue recognized by the Company as per IFRS: 15, 'Revenue from Contracts with Customers' & Company Policy. Revenue is recognized based on point of delivery and when relevant performance obligations are satisfied. The company adopted IFRS: 15 'Revenue from Contracts with Customers' as continued from last year. We considered sales revenue as an item of significant audit areas during our audit because of its predominance in determining the financial performance of the Company. Sales includes cash collection from customers,' [1 p.42]

The company's response. The directors' report prints 'Our Clarifications regarding Basis for Qualified opinion', twelve points, including: 'The company has failed to pay the Loan installment in due time, Due to Lack of production and working capital'; 'NBR is reduced the Demant to Tk 386225101/- Dated 30-07-2025'; and 'Company has negative retained earnings almost equal to paid-up capital, Management has failed to manage fresh fund. We have no sufficient working capital' [1 p.14] [1 p.15]. The heading says 'Qualified'; the auditor's heading is 'Adverse Opinion' [1 p.14] [1 p.36]. Note 2.04 states: 'The Company has adequate resources to continue in operation for the foreseeable future' [1 p.50].

FY2022 opinion and printings, from the FY2022 annual report (page images). Islam Quazi Shafique & Co. gave a 'Qualified Opinion' on FY2022; basis item 1 reads in part: 'the company has failed to pay the loan installment in due time and also the loan amount Taka 268,474,751 is considered as Bad and loss by the bank', and item 3: 'We also observed that bank charged interest Taka 17,357,468 on loan amount for nine months from July 01, 2021 to March 31, 2022. But bank did not charge interest for three months from April 2022 to June 30, 2022. The company did not make provision for three month interest.' [8 p.37] The FY2022 statements are dated 03 November, 2022 [8 p.42]. The FY2022 report prints shareholders' equity at 30 June 2022 as 713,965,709 and retained earnings as (998,890,820) [8 p.42]; the FY2022 auditor's basis item 1 prints retained earnings of Taka (999,022,598) [8 p.37]; the FY2023 report reprints them as 713,833,931 and (999,022,598) [3 p.43]. The FY2022 report prints total equity and liabilities of 1,311,633,983 and total assets of 1,311,502,205 [8 p.42]. Its FY2021 comparatives print cost of goods sold of (118,770,806) and a loss after tax of (8,469,506) [8 p.43]; the FY2021 report prints (118,902,584) and (8,601,284) [4 p.42]. FY2022 turnover (25,998,303), cost of goods sold (63,466,237), loss after tax (68,248,126) and EPS (0.57) are the same in both reports [8 p.43] [3 p.44].

FY2024 opinion, for the record. The FY2024 auditor, also Ashraf Uddin & Co., gave a qualified opinion ('except for the effects of the matter described in the Basis for Qualified Opinion section') with a going-concern basis item and an 'Emphasis' paragraph that reads in part: 'The company did not pay fees like DSC and CSE Listing Fees or CDBL Fees in the year under audit' [2 p.36] [2 p.38]. Its other-matter paragraph records that Islam Qazi Shafiq & Co. audited FY2023 and 'issued qualified opinion' on a list of items [2 p.38]. DSE posted the FY2024 opinion on 22-Jan-2025 and the FY2025 adverse opinion on 11-Dec-2025 [22].

Debt detail. Note 13 lists three Janata Bank Local Office accounts: BDT 3,766,293, BDT 129,869,524 and BDT 134,838,934, with current portions of BDT 17,905,932 and BDT 18,591,000; the total is BDT 268,474,751 [1 p.59]. One facility is a 'Long Term Project Loan (BMRE)' with a sanction limit of BDT 159,688,000, an expiry date of 30-09-2032, interest of 9.00% and 36 quarterly instalments from 31 December 2021; another is a 'CC Hypo (Working Capital)' facility of BDT 100,000,000 expiring 30-09-2031 [1 p.59]. Security is '34.30 katha land at 2A/1, South-West Darus Salam Road, Mirpur-1' and, for the working-capital facility, 'personal guarantee of every Director' [1 p.59].

Tax and VAT. Advance income tax was BDT 286,623,405 and the provision for tax BDT 280,575,304 at June 2025 [1 p.57] [1 p.61]. Note 42 lists three VAT claims before the High Court: BDT 7,382,136 (May 2005 to June 2008), BDT 204,878,950 (2010-2011 to 2014-2015) and BDT 17,864,965 (October 2014 to January 2017), BDT 230,126,051 in total (derived) [1 p.67]. Note 35 states 'There was no claim against the company acknowledged as debt as on 30 June, 2025' [1 p.66].

Printed figures that do not tie. The cash-flow statement prints closing cash of BDT 1,238,177; the statement of financial position and note 9 print BDT 1,234,285 [1 p.48] [1 p.45] [1 p.57]; 1,238,177 less 1,234,285 is BDT 3,892 (derived). In the FY2024 column, opening cash of BDT 1,192,987 plus the movement of BDT 2,956,088 is BDT 4,149,075 (derived), and closing cash is printed as BDT 1,763,101 [1 p.48]. The PPE schedule totals written-down value of BDT 1,047,229,914 and prints '#REF!' below the allocation table; the statement of financial position carries BDT 1,049,669,062 [1 p.73] [1 p.45]. Basis item 8 cites deferred tax of Tk. 30,305,419; the statement of financial position prints BDT 29,390,909 for June 2025 and BDT 30,305,419 for June 2024 [1 p.38] [1 p.45].

Governance: directors at 7.67%, no female independent director, annexure ticks that read differently

Board, FY2025, as printed. Mrs. Morsheda Ahmed, Chairman; Mr. Munsur Ahamed, Managing Director; Md. Abdul Motaleb, Mr. Md. Nazrul Islam and Md. Shafiqul Islam, Independent Directors [1 p.19]. Senior officials: Md. Tajul Isalm (spelled Md. Tajul Islam elsewhere), Company Secretary; Md. Mizanur Rahman, Chief Financial Officer; Nayem Dhali, Chief of Internal Audit [1 p.19] [1 p.16]. The pattern of shareholding lists Mrs. Morsheda Ahmed also as 'Director Admin.' [1 p.16]. Mr. Munsur Ahamed, born in 1967, retired by rotation at the 45th AGM and offered himself for re-election; his profile lists memberships of the Dhaka Chamber of Commerce & Industry and the Bangladesh Association of Pharmaceuticals Industries [1 p.12].

Board meetings and attendance. The directors' report and note 37 both say eight board meetings were held in FY2025 [1 p.14] [1 p.67]. The directors' report prints attendance of 08 (Mrs. Morsheda Ahmed), 08 (Mr. Munsur Ahamed), 07 (Mr. Md. Abdul Motaleb), 06 (Mr. Md. Nazrul Islam) and 08 (Mr. Md. Shafique Islam) [1 p.14]. Note 37 prints 08, 08, 07 (Mohammad Abdul Motaleb), 07 (Md. Nazrul Islam Bhuiyan) and 06 (Md. Shafiqul Islam) [1 p.67].

Committees. The audit committee is Md. Abdul Motaleb (Chairman), Md. Nazrul Islam and Md. Shafiqul Islam; it met four times and each member attended 04 [1 p.15] [1 p.21]. The nomination and remuneration committee table lists the same three independent directors, with Md. Abdul Motaleb as chairman [1 p.16] [1 p.22]. The NRC report text says 'The NRC consists of four members, of whom one is independent director who is the chairman of the committee and other three are non-executive directors' [1 p.22]; the composition paragraph on the same page says the other three are 'senior executive officers' [1 p.22]; the NRC code of conduct says 'The NRC consists of three members, of whom one is independent director' [1 p.24]. The NRC pages read (pp.22-26) do not print a meeting count; both NRC reports are dated 17 November 2025 [1 p.23] [1 p.26]. The Employees Provident Fund committee is Morsheda Ahmed (Chairman), Munsur Ahamed (Managing Director, Member), Md. Tajul Islam (CS, Member), Md. Mizanur Rahman (CFO, Member), Md. Imanur Rahman (Manager (BD), Member by Proposal) and Kh. Abdullah (Manager (Estate), Member by Proposal) [1 p.16]. The WPPF committee is Munsur Ahamed (Chairman), with Md. Tajul Islam, Md. Mizanur Rahman, Nayem Dhali and Md. Imanur Rahman as members [1 p.17].

Director names printed elsewhere. The Schedule XI table of directors' payments lists 'Mrs. Arjuman Naziz', 'Mr. Md. Abdur Rahman (Rakib)' and 'Mr. Abdul Motalab' as Independent Directors, with nil payments to all five names [1 p.69]. The sundry creditors note includes 'Cash Loan from Rakibul Ahasan (Director) 300,000' [1 p.60]. Note 36 states 'The Company has no related party transactions as per IAS-24' [1 p.66].

Remuneration as printed. The directors' report says 'No remuneration paid to directors' [1 p.12]. Note 38 says 'no other compensation was allowed by the company to the Directors except executive compensation received by Chairman as Director (Admin.) and Managing Director' [1 p.67]. The Schedule XI table shows nil for every director [1 p.69]. FY2024 administrative expenses include 'Remmuneration' of BDT 335,000 and FY2025 none [1 p.63].

Corporate governance compliance annexure, read page by page from the images (pp.28-35). The compliance auditor, Podder & Associates, certified on November 16, 2025 that 'The Company has complied with the conditions of the Corporate Governance Code' and that 'The Governance of the company is satisfactory' [1 p.27]. Conditions not ticked as complied: 1(2)(a)(i), with the remark 'The company has not yet appointed any female Independent Director.The Company is searching to appoint a female Independent Director within due time.' [1 p.28]; 1(3)(b)(i), (iii) and (d), marked 'N/A'; 1(3)(b)(ii) and (iv), marked '-'; 1(4)(e) and 1(5)(v), 'No such event arose'; 1(5)(vii) and (viii), 'No such case during the year' [1 p.29]; 1(5)(xxi), 'N/A'; 1(5)(xxv)(b), 'No such changes during the year' [1 p.30]; 2(a) to 2(e), 'N/A' under 'CPL doesn't have any subsidiary Company' [1 p.31]; 5(5)(m), 'N/A'; 5(6)(a)(ii)(a)-(d), 'No such Incidence arose'; 5(6)(b), 'No such reportable incidence arose'; 6(2)(e), 'No such case arose'; 6(2)(f), 'No such occurrence during the year' [1 p.33]; 6(4)(b), 'No such case arose after formation of NRC' [1 p.34]. No condition is marked in the 'Not Complied' column.

Annexure ticks that read differently from other pages. Condition 1(5)(xvii), 'A statement that there is no Significant doubt upon the issuer company's ability to continue as going concern', is ticked [1 p.30]; the auditor reports 'a material uncertainty exists' [1 p.36]. Condition 1(5)(xii), 'A statement that proper books of account of the issuer company have been maintained', is ticked [1 p.29] and the compliance certificate prints '(c) Proper books and records have been kept by the company as required under the Companies Act, 1994' [1 p.27]; the auditor writes 'proper books of accounts as required by law have not been kept' [1 p.44]. Condition 1(4)(c), 'The Chairperson of the Board shall be elected from among the non-executive directors', is ticked [1 p.29]; note 38 refers to 'executive compensation received by Chairman as Director (Admin.)' [1 p.67]. Condition 1(5)(xxiii)(d) (holders of 10% or more) is ticked [1 p.30], and the directors' report lists Mr. Munsur Ahamed under that heading with 9,189,634 shares, 7.67% [1 p.16]. Condition 1(2)(a) is ticked with 'There are 03(Three) Independent Directors' out of five [1 p.28]. Condition 1(5)(xi), 'A statement that the financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity', is ticked [1 p.29]; the auditor writes that the statements 'do not present fairly the financial position of the Company' [1 p.36]. Condition 1(5)(vi), 'A detailed discussion on related party transactions', is ticked [1 p.29]; note 36 states 'The Company has no related party transactions' [1 p.66], and the sundry creditors note lists 'Cash Loan from Rakibul Ahasan (Director) 300,000' [1 p.60]. The annexure pages 31 to 34 were re-read from the images; their remarks are as listed above [1 p.31] [1 p.32] [1 p.33] [1 p.34].

Ownership. Directors and sponsors held 31,014,634 shares (25.89%) at June 2024 and 9,189,634 (7.67%) at June 2025; financial institutions held 15,357,574 (12.82%) and 8,734,346 (7.29%); the general public 73,428,636 (61.29%) and 101,876,864 (85.04%) [1 p.58]. By name, Mrs. Morsheda Ahmed held 9,122,841 and Mr. Munsur Ahamed 21,891,793 at June 2024 [2 p.16], and 2,397,841 (2.00%) and 6,791,793 (5.67%) at June 2025 [1 p.16]. DSE shows sponsors and directors at 7.67%, institutions at 7.10% and the public at 85.23% at 30-Sep-2026 [23]. The 24-month DSE news sweep (posts 5-Nov-2024 to 27-Oct-2026) contains no post on a sale or transfer of directors' shares [22].

DSE news, 24 months. Apart from results, record dates and board-meeting notices, the archive contains: a query response on 26-Jan-2025 that there was 'no undisclosed price sensitive information of the company for recent unusual price hike and increase in volume of shares'; the 'Qualified Opinion, Emphasis of Matter and Other Matters' post on 22-Jan-2025; the reschedule on 28-Oct-2025 of the FY2025 accounts meeting from October 28, 2025 to November 04, 2025; and the 'Adverse Opinion' post on 11-Dec-2025 [22]. The sweep contains no post on a board approval of capital expenditure, a new plant, a loan rescheduling or a drug-licence renewal [22]. Dividends: 'No dividend' for FY2024 and FY2025, and 'No Dividend' for FY2026 [22]; the share-issue history prints 1% cash for 2019 and no dividend in later years [1 p.83].

Approval dates printed. Note 2.16 says the statements 'were authorized by the Board of Directors on 27 October 2025' [1 p.53]; the Schedule XI page says they 'were approved by the Board of Directors on 04 November 2025' [1 p.72]; the auditor signed on November 11, 2025 [1 p.44]. DSE posted the board meeting as rescheduled to November 04, 2025 [22]. The AGM notice is dated 04 December 2025 and the 45th AGM was set for 30 December 2025 [1 p.9].

What's next: record date 25-Nov-2026 and the 46th AGM on 30-Dec-2026

Items after 31-Oct-2026. The FY2026 figures announced on 27-Oct-2026 are covered above. Dates marked 'inferred' are ranges built from every printed precedent found (board dates, statement dates and DSE post dates, each labelled), with both ends on DSE business days; no inferred date comes from arithmetic on a deadline.

Precedents used. Q1 dates: 14-Nov-2018 (statement date), 14-Nov-2019 (statement date), 14-Nov-2020 (submission letter date), 15-Nov-2021 (statement date), 9-Nov-2023 (statement date), 14-Nov-2024 (board date), 12-Nov-2025 (board date), 14-Nov-2025 (statement date) [11 p.2] [12 p.3] [13 p.5] [14 p.3] [15 p.2] [22] [9 p.1]. The statement page for the quarter to 30-Sep-2022 prints 'Dated: Dhaka' with no date [16 p.2]. Half-year dates: 30-Jan-2020 (statement date), 30-Jan-2022 (statement date), 29-Jan-2025 (board date), 28-Jan-2026 (board and statement date) [17 p.3] [18 p.3] [22] [7 p.1]. Auditor-opinion posts: 22-Jan-2025 (DSE post, FY2024 opinion), 11-Dec-2025 (DSE post, FY2025 opinion) [22]. The DSE archive returned no posts before 5-Nov-2024, so earlier opinion posts are not included.

LDC graduation. Bangladesh's LDC graduation date is 24-Nov-2029; the UN General Assembly adopted the decision on 29-Oct-2026 in New York (30-Oct-2026 in Dhaka) [24] [25]. The CPL filings read for this note do not discuss LDC graduation, and no line item is attached to it here.

Not in the table. The filings read and the 24-month DSE sweep give no date for a loan rescheduling with Janata Bank, an NBR settlement, a drug-licence renewal, the CMSF transfer of unclaimed dividend and IPO money, or the appointment of a female independent director [1 p.37] [1 p.28] [22]. The FY2026 annual report has not been filed in the corpus at 1-Nov-2026; the FY2025 AGM notice was dated 04 December 2025 [1 p.9].

Risks: going concern, bank loans, the NBR demand and the drug licence

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

Key questions: the FY2026 audit report, the bank, NBR and the board

FAQ

What does Central Pharmaceuticals make?

Tablets and capsules sold in Bangladesh; the annual report cites 72 medicines approved by the drug administration and no exports in FY2025 [1 p.6] [1 p.70].

What opinion did the auditor give on FY2025?

An adverse opinion from Ashraf Uddin & Co., signed on November 11, 2025 [1 p.36] [1 p.44].

How much did the company lose in FY2025?

BDT 21,981,720 after tax, EPS of BDT (0.18), on turnover of BDT 33,058,631 [1 p.46].

What are the FY2026 figures?

DSE posted EPS of Tk. (0.17), NAV per share of Tk. 6.70 and NOCFPS of Tk. 0.00 on 27-Oct-2026, with no dividend [22].

How much bank debt does it carry?

BDT 268,474,751 from Janata Bank at June 2025, printed unchanged since June 2022 [1 p.45] [1 p.59] [3 p.43].

When is the next AGM?

The 46th AGM is on 30-Dec-2026 with a record date of 25-Nov-2026 [22].

Sources

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