Key Quantitative Figures
- Transaction with Opella Healthcare India Private Limited: Maximum aggregate value not exceeding ₹1501 Million (Rupees One Thousand Five Hundred and One Million only) during year ending 31st December 2027
- Transaction with Opella Healthcare International SAS: Maximum aggregate value not exceeding ₹3800 Million (Rupees Three Thousand Eight Hundred Million only) during year ending 31st December 2027
- Previous FY transactions with Opella India: ₹734 Million (FY 2025)
- Current YTD transactions with Opella India: ₹449 Million (up to preceding quarter)
- Previous FY transactions with Opella SAS: ₹1515 Million (FY 2025)
- Current YTD transactions with Opella SAS: ₹878 Million (up to preceding quarter)
- Value as percentage of consolidated turnover: 17.09% for Opella India transactions, 43.26% for Opella SAS transactions
Dates of Action
- Board Resolution Date: 28th October 2026
- Cut-off date for shareholders: 30th October 2026
- Dispatch of Postal Ballot Notice: 6th November 2026
- Remote e-voting commencement: 7th November 2026 at 9:00 AM IST
- Remote e-voting conclusion: 6th December 2026 at 5:00 PM IST
- Result declaration: On or before 8th December 2026 at 5:00 PM IST
- Resolution deemed passed: 6th December 2026
Parties Involved
- Related Party 1: Opella Healthcare India Private Limited (India incorporated, manufacturing and business auxiliary services)
- Related Party 2: Opella Healthcare International SAS (France incorporated, international business management)
- Scrutinizer: Mr. Omkar Dindorkar (ACS 43029) or Ms. Deepti Kulkarni (ACS 34733) of M/s. MMJB & Associates LLP
- E-voting service provider: National Securities Depository Limited (NSDL)
- Stock Exchanges: BSE Limited, National Stock Exchange of India Limited
Purpose and Rationale
For Opella India Transactions:
- Provision of consignment agency services using Company's CFA network for distribution
- Provision of business support services using Company's sales, marketing and support teams
- Ancillary services including cost recovery, office rent, and expense reimbursements
- Operational efficiencies and economies of scale through shared network
For Opella SAS Transactions:
- Export of finished goods to leverage India's cost advantages and manufacturing expertise
- Purchase of finished goods for speed to market of new drugs requiring DCGI licenses
- Purchase of APIs/raw materials through central sourcing arrangements for cost efficiency
- Ancillary services including expense reimbursements and cost recovery
Financial and Operational Impact
- Transactions to be conducted at arm's length basis and in ordinary course of business
- Generates additional revenue streams through service income
- Provides operational synergies and cost optimization
- Enhances export revenues and foreign exchange earnings
- No related party defaults occurred during previous financial year
Capital Structure Impact
No direct impact on share capital or capital structure disclosed. The transactions involve operational and commercial arrangements rather than equity changes.
Cash Flow Implications
Not explicitly quantified in the disclosure. Transactions represent ongoing operational cash flows related to service provision and goods trade.
Voting Arrangements
- Voting exclusively through electronic means (remote e-voting) via NSDL platform
- Physical ballot papers not being sent
- All related parties will abstain from voting as required by SEBI Listing Regulations
- No directors or KMPs have financial interest except promoters
Basis of Pricing
- Transaction Net Margin Method (TNMM)
- Comparable Uncontrolled Price (CUP)
- Cost-based pricing depending on nature of transactions
- No bidding process required due to predefined commercial frameworks and group arrangements