Meeting Details

  • Meeting Type: 33rd Annual General Meeting (AGM)
  • Date: Tuesday, September 29, 2026
  • Time: 12:00 Noon IST
  • Mode: Conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM) without physical attendance, as permitted by MCA and SEBI circulars.
  • Cut-off Date for Eligibility: Tuesday, September 22, 2026
  • Deemed Venue: The Registered Office of the Company at Plot Nos. 121-128, 128A-133, 138-151, 159-164, SIDCO Industrial Estate, Alathur, Chengalpattu, Tamil Nadu, India.

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Revised Financial Statements: To receive, consider, and adopt the Revised Audited Standalone and Consolidated Financial Statements for FY ended March 31, 2026. This revision is consequent to giving effect to the Scheme of Amalgamation between Dhanuka Laboratories Limited and Orchid Pharma Limited, as sanctioned by the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench. The documents include the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, and reports of the Auditors and Board of Directors.

2. Reappointment of Director: To appoint Mr. Mridul Dhanuka (DIN: 00199441), who retires by rotation, as a Whole-Time Director of the Company.

Special Business

3. Ratification of Cost Auditor Remuneration: An Ordinary Resolution to ratify the remuneration of Mr. J Karthikeyan, Cost Accountant (Membership No. 29934), appointed as Cost Auditor for FY 2026-27. The approved remuneration is ₹3,50,000/- (Rupees Three Lakhs and Fifty Thousand Only), plus applicable taxes and out-of-pocket expenses.

4. Approval for Material Related Party Transaction (RPT): An Ordinary Resolution to seek prior approval for material RPTs with M/s. Otsuka Chemicals (India) Private Limited, a related party. The approval is for contracts/transactions for the purchase of goods, with an expected aggregate value up to ₹400,00,00,000 (Rupees Four Hundred Crores Only) during FY 2026-27. The transaction is stated to be in the ordinary course of business and at arm's length. Otsuka is described as the only approved source for a key raw material, GCLE.

5. Appointment and Remuneration of Whole-Time Director: A Special Resolution to approve the appointment of Mr. Arjun Dhanuka (DIN: 00454689) as a Whole-Time Director for a period of five years, from September 03, 2026, to September 02, 2031, and to approve his remuneration. His remuneration includes a fixed salary of ₹8,00,000/- per month (with a 10% annual increment), perquisites (accommodation/HRA, company car, medical reimbursement, LTA, etc.), and other benefits (PF, gratuity). The resolution also seeks approval under SEBI LODR Regulation 17(6)(e) as the collective remuneration of executive directors who are promoter group members may exceed 5% of net profits.

Voting Process

  • Remote E-Voting: Facility provided by National Securities Depository Limited (NSDL). The voting period is from Saturday, September 26, 2026 (9:00 AM) to Monday, September 28, 2026 (5:00 PM).
  • E-Voting at AGM: Members who do not vote via remote e-voting can vote electronically during the AGM through the NSDL platform.
  • Scrutinizer: Mr. Muthukumaran (F11218), Partner of M/s P Muthukumaran & Associates, Company Secretaries, was appointed to scrutinize the entire e-voting process in a fair and transparent manner.
  • Result Declaration: The scrutinizer will submit a report to the Chairman within two working days of the AGM conclusion. The results will be declared within two working days and communicated to the stock exchanges (BSE and NSE) and uploaded on the company's website (www.orchidpharma.com) and NSDL's e-voting website (https://www.evoting.nsdl.com/).

Shareholder Participation and Compliance

  • Distribution of Notice & Annual Report: Sent via email to members whose email IDs are registered as of the cut-off date (September 04, 2026). Physical letters with a web link were sent to members without registered email IDs. The documents are also available on the company's website and the websites of BSE, NSE, and NSDL.
  • VC/OAVM Attendance: Members can join the meeting using the login credentials from the e-voting process. Attendance is limited to the first 1000 members on a first-come-first-served basis, though large shareholders (2%+), promoters, institutions, directors, and KMPs are exempt from this limit.
  • Proxy Voting: Not permitted for this virtual AGM.
  • Corporate Representatives: Corporate members must send a certified true copy of board resolutions/power of attorney to the scrutinizer (info@pmkadvisors.com) authorizing their representative to attend and vote.
  • Compliance: The notice affirms compliance with the Companies Act, 2013, SEBI LODR Regulations, 2015, and relevant MCA and SEBI circulars governing the conduct of AGMs through VC/OAVM.

Key Signatories and Roles

  • Issued by: Kapil Dayya, Company Secretary & Compliance Officer (M. No.: F10698), on behalf of the Board of Directors of Orchid Pharma Limited.
  • Scrutinizer: Mr. Muthukumaran, Partner, M/s P Muthukumaran & Associates, Company Secretaries.
  • Registrar and Transfer Agent (RTA): M/s. Abhipra Capital Limited.

Other Relevant Information

  • IEPF: The notice confirms that no transfers to the Investor Education and Protection Fund (IEPF) were required during the year under review.
  • Shareholder Grievances: An exclusive email ID (investorrelations@orchidpharma.com) is designated for investor queries and complaints.
  • Document Inspection: The Register of Directors and KMPs and the Register of Contracts with interested directors are available for electronic inspection by members during the AGM. All documents referred to in the notice are available for inspection from the date of notice circulation until the AGM date.