OneSource Specialty Pharma Ltd Forensic Report - SOIC x StockScans Report

as of Sep 2026

OneSource Specialty Pharma's audit record is clean on its face, unqualified opinions in both FY25 and FY26, but the surrounding disclosures carry recurring exceptions. The company runs its core business through promoter-linked entities, has breached loan covenants in each of the last three years, carries a large unimpaired goodwill balance, and has generated deeply negative cumulative cash flow.

Key findings

  1. Core business runs through promoter-linked Strides entities, with RPT limits at 62% of turnover Major - For FY2026-27, OneSource sought shareholder approval for material related-party transactions with Strides India (₹320.1 crore) and Strides USA (₹566.3 crore), together ₹886.4 crore against FY2025-26 consolidated turnover of ₹1,422 crore, 62.3% of turnover. Loans and investments to related parties have repeatedly been impaired: a ₹10.92 crore NCD investment in Stelis PTE was impaired in FY2024-25 and the impairment continues to be reflected in FY2025-26, and Biolexis investments of ₹38.63 crore were impaired with the OCD converted to equity. The company states all related-party transactions were at arm's length and none conflicted with company interests.
  2. Repeated covenant breaches on term loans, with gross debt nearly doubled to ₹1,520 crore Major - The Group obtained lender waivers for covenant breaches in FY2026 (Loans 4-10, 12-13), FY2025 (Loans 8, 10, 11), and FY2024 (Loans 1, 2, 4). For FY2024, pending approval, the entire outstanding was classified as current borrowings; for FY2025 and FY2026, balances were classified as non-current after waivers were obtained. Gross debt rose to ₹1,520 crore at FYE26 from ₹960 crore at FYE25, and net leverage to 4.7x from 1.6x, per Ind-Ra's August 18, 2026 update. The company has not defaulted on any dues to banks or debenture holders.
  3. ₹3,827.5 crore goodwill unimpaired, but impairment-test headroom has increased Major - Consolidated goodwill of ₹3,827.53 crore from the FY2024-25 CDMO acquisition remains unimpaired, with the acquired businesses contributing combined losses before tax of ₹141.5 crore. The discount rate required for value-in-use to approximate carrying value rose from 22.9% in FY2024-25 to 34.6% in FY2025-26, indicating increased headroom. Goodwill is allocated entirely to the CDMO segment and tested annually.
  4. USD 136.32 million SIAC arbitration claim against subsidiary persists since FY2023 Major - Biolexis Pte Limited received a claim from Prestige Biopharma of USD 136.32 million (₹1,286.22 crore) in FY2023 arising from termination of the Sputnik Light Vaccine manufacturing agreement; Biolexis denies liability and seeks refund of the USD 13.62 million capacity fee, with the matter pending before the Singapore International Arbitration Centre. India Ratings noted contingent liabilities of ₹1,286.2 crore at FYE26 from this matter. Separately, the Syngene slump-sale receivable was written down to a net ₹5 crore as at March 31, 2024.
  5. Reported profits shaped by acquisition accounting, exceptional items, and a tax regime not yet opted into Major - The merger of the Strides and Steriscience CDMO businesses was sanctioned November 14, 2024 and accounted using the acquisition method under Ind AS 103. Exceptional items included ₹110.85 crore of acquisition-related costs in FY2024-25 and ₹45.07 crore of legal charges plus ₹41.47 crore of separation settlements in FY2025-26. Deferred tax assets were computed at 25.17% under the new tax regime, which the company has not opted into as of March 31, 2026.
  6. Promoter pledge rose 49% to 37.2%; MD remuneration raised twice Major - Promoter pledge stood at 37.22% of promoter holding, up from 24.96% a year earlier. Neeraj Sharma's remuneration was revised to ₹6.59 crore per annum effective April 1, 2025, and the Board approved an additional ₹1 crore payout for FY2025-26 on May 13, 2026. The July 2025 postal ballot drew 38.02% dissent from public institutional shareholders.
  7. Clean audit opinions both years, but the same audit-trail exception recurs Major - Deloitte Haskins & Sells issued unqualified opinions for FY2025-26 (dated 13 May 2026) and FY2024-25 (dated 5 May 2025). In both years, the auditor reported that one accounting software did not have audit trail enabled for certain critical tables, and was unable to comment on tampering. FY2025-26 adds an exception: independent-director commission was provided for before shareholder approval.
  8. Cumulative CFO deeply negative at ₹-915 crore against ₹270 crore EBITDA over eight years Major - Cumulative operating cash flow is ₹-915 crore against cumulative EBITDA of ₹270 crore, a CFO/EBITDA ratio of -3.39x. Standalone profit was ₹21.21 crore in FY26, yet current liabilities exceeded current assets by ₹66.9 crore, and no dividend was recommended citing expansion plans. Interest coverage was 0.5x in the latest year.
  9. Statutory auditor transitions from Deloitte to B S R & Co. at the 19th AGM Clean - Deloitte Haskins & Sells' term concludes at the 19th AGM, with B S R & Co. LLP proposed for 5 consecutive years, approved by the Board on May 13, 2026. No resignation of statutory auditors occurred in either FY2025-26 or FY2024-25.

What to watch

Bottom line: This is a disclosed and audited record with clean opinions, but the disclosures themselves carry the story. The company's cash generation has not covered its operating profit over eight years, its debt has nearly doubled with repeated covenant waivers, and its core business runs through promoter-linked entities at limits exceeding half its own turnover. The goodwill balance and the arbitration claim are the two large items to watch, alongside the September 23 AGM votes.