Nature of the Event

Notice of 41st Annual General Meeting of Morepen Laboratories Limited issued pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Dates

  • Cut-off date for determining eligibility for voting and record date for final dividend: Saturday, 19th September 2026
  • Book closure period: From Sunday, 20th September 2026 to Saturday, 26th September 2026 (both days inclusive)
  • Commencement of remote e-voting: Wednesday, 23rd September 2026 at 9:00 a.m.
  • End of remote e-voting: Friday, 25th September 2026 at 5:00 p.m.
  • AGM Date: Saturday, 26th September 2026 at 1:00 p.m. (IST)

Dividend Information

  • Final dividend of ₹0.20 per equity share of face value ₹2 each recommended for financial year ended 31st March 2026
  • Record date: Saturday, 19th September 2026
  • Dividend to be paid within 30 days from AGM date subject to TDS deduction
  • SEBI mandate requires dividend payment through electronic mode only for physical shareholders with KYC compliant folios

Ordinary Business Items

1. Adoption of audited financial statements including consolidated financial statements for FY 2025-26

2. Declaration of final dividend of ₹0.20 per equity share

3. Appointment of Mr. Sanjay Suri (DIN: 00041590) as Director liable to retire by rotation

Special Business Items

Item 4: Ratification of Cost Auditor Remuneration

  • M/s. Vijender Sharma & Co., Cost Accountants (FRN: 000180) appointed as Cost Auditors
  • Remuneration: ₹2,50,000/- excluding applicable taxes and out-of-pocket expenses
  • For audit of cost records for financial year 2026-2027

Item 5: Elevation of Mr. Sanjay Suri to Managing Director

  • Change in designation from Whole-Time Director to Managing Director effective 1st July 2026
  • Tenure: Remaining period of current term up to 12th August 2028
  • Remuneration structure:
  • Basic Pay and Allowances: Up to ₹4.00 crore per annum
  • Other Perquisites: Up to ₹2.00 crore per annum
  • Commission/Incentives: Up to ₹8.00 crore per annum
  • Not liable to retire by rotation
  • Current remuneration: ₹172.65 lakh during FY 2025-26

Item 6: Re-appointment of Mr. Sushil Suri as Chairman & Managing Director

  • Tenure: Three years from 20th October 2026 to 19th October 2029
  • Remuneration structure:
  • Basic Pay and Allowances: Up to ₹5.00 crore per annum
  • Other Perquisites: Up to ₹1.50 crore per annum
  • Commission/Incentives: Up to ₹10.00 crore per annum
  • Not liable to retire by rotation
  • Current remuneration: ₹275.20 lakh during FY 2025-26

Item 7: Extension of Timeline for Medical Devices Business Hive-off

  • Extension of approval timeline for hiving off Medical Devices Business to Morepen Medipath Limited (formerly Morepen Medtech Limited)
  • New timeline: Up to date of 42nd AGM in 2027
  • Consideration: ₹19,710.12 lakhs (₹197.10 crore) as per Rule 11 UAE of Income Tax Rules, 1962
  • Appointed date: 1st April 2026
  • Transaction value based on financial statement of undertaking as at 31st March 2026
  • Represents 10.92% of company's consolidated turnover for FY 2025-26

Financial Performance Context (Standalone Basis)

  • Sales & Other Income (FY 2025-26): ₹170,269.01 lakh
  • Profit before Depreciation, Interest and Tax: ₹13,357.35 lakh
  • Profit before Tax: ₹8,926.42 lakh

Voting and Participation Details

  • AGM to be conducted through Video Conferencing/Other Audio Video Means
  • Remote e-voting facility provided by NSDL
  • Members can join meeting through VC/OAVM using NSDL platform
  • Scrutinizer: Mr. Praveen Dua (FCS: 3573, CP: 2139), Practicing Company Secretary