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Laurus Labs Limited — Proxy Solicitation & Information Statement 2026
Jun 8, 2026
62639_rns_2026-06-08_bb245504-2d70-441f-b03a-52ce13992a5c.pdf
Proxy Solicitation & Information Statement
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LAURUS Labs
Chemistry for Better Living
June 8, 2026
| To The Corporate Relations Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 | To The Listing Department National Stock Exchange of India Ltd., Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 |
|---|---|
| Code: 540222 | Code: LAURUSLABS |
Dear Sir / Madam,
Sub: Notice of the 21st Annual General Meeting to be held on July 2, 2026
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice convening the 21st Annual General Meeting (“AGM”) of shareholders of the Company, scheduled to be held on Thursday, July 2, 2026 at 3.00 p.m. (IST) through Video Conferencing (“VC”)/ through Other Audio-Visual Means (“OAVM”).
Click Here to download the Notice of 21st AGM.
The Notice of 21st AGM is also available on the Company’s website at www.lauruslabs.com.
The schedule of events is as follows:
| Date and time of AGM | Thursday, July 02, 2026; 3.00 P.M. (IST) |
|---|---|
| Cut-off date for participation in the AGM and e-voting | June 25, 2026 |
| Remote e-voting start date and time | Monday, June 29, 2026; 9.00 A.M. (IST) |
| Remote e-voting end date and time | Wednesday, July 01, 2026; 5.00 P.M. (IST) |
| Website of NSDL for remote e-voting and participation in the AGM through VC for Non-Individual Shareholders | https://www.evoting.nsdl.com/ |
| Website for registration in IDeAS Portal for Individual shareholders holding demat with NSDL for remote e-voting and participation in the AGM through VC | https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp |
| Website for registration in Easi/Easiest Portal for Individual shareholders holding demat with CDSL for remote e-voting and participation in the AGM through VC | https://web.cdslindia.com/myeasitoken/Home/EasiRegistration |
| https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration |
This is for your information and records.
Thanking You,
Yours faithfully,
For Laurus Labs Limited
VENKATESWAR
REDDY
GOGIIREDDY
Digitally signed by
VENKATESWAR REDDY
GOGIIREDDY
Date: 2026.06.08 15:25:47
+65197
G. Venkateswar Reddy
Company Secretary & Compliance Officer
Encl: A/a
Registered Office
Laurus Labs Limited
Laurus Enclave, Plot Office 01. E. Bonangi Village,
Parawada Mandal, Anakapalli District – 531021, Andhra Pradesh, India.
T +91 891 682 1101, 1102, F +91 891 682 1103
E [email protected], W lauruslabs.com
Corporate Office
Plot No. 103, Road No 1, Jubilee Hills,
Hyderabad, Telangana – 500 033, India.
T +91 40 6659 4333
F +91 40 6659 4320
CIN: L24239AP2005PLC047518
Notice
NOTICE is hereby given that the 21st Annual General Meeting of the Members of Laurus Labs Limited (“the Company”) will be held on Thursday, July 2, 2026 at 3:00 p.m. IST through Video Conferencing (VC)/ Other Audio-Visual Means (‘OAVM’), to transact the following business:
Ordinary Business :
-
To consider and adopt the:
(a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, the reports of Board of Directors and Auditors thereon;
(b) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 and report of Auditors thereon. -
To approve and ratify the 1st interim dividend on equity shares @ Re. 0.80 per equity share paid for the financial year 2025-26.
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To approve and ratify the 2nd interim dividend on equity shares @ Re. 1.20 per share for the financial year 2025-26.
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To re-appoint Mr. Krishna Chaitanya Chava (DIN: 06831883), a Director, who retires by rotation and, being eligible, offers himself, for re-appointment.
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To re-appoint Mrs. Soumya Chava (DIN: 06831892), a Director, who retires by rotation and, being eligible, offers herself, for re-appointment.
Special Business:
- To approve the appointment of Dr. Shekhar Chintamani Mande (DIN: 10083454) as an Independent Director of the Company
To consider, and if thought fit, to pass, the following resolution, as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, of the Companies Act, 2013 (“the Act”) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), Regulation 17, Regulation 25 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and the Articles of Association of the Company, and approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded for the appointment of Dr. Shekhar Chintamani Mande (DIN: 10083454) as an Independent Director of the Company, in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing his candidature for the office of Director and who had submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years, i.e., with effect from July 02, 2026 to July 01, 2031 (both days inclusive);
RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all such acts, matters, deeds, things as it may deem fit, including but not limited to delegating severally all or any of the powers conferred on it or under this resolution to any Committee(s) of the Board, any Director(s) or any other Officer(s) of the Company, as may be considered necessary or expedient to give effect to this resolution.
- To approve the appointment of Mrs. Sutapa Banerjee (DIN: 02844650) as an Independent Director of the Company
To consider, and if thought fit, to pass, the following resolution, as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, of the Companies Act, 2013 (“the Act”) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), Regulation 17, Regulation 25 and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and the Articles of Association of the Company, and approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded for the appointment of Mrs. Sutapa Banerjee (DIN: 02844650) as an Independent Director of the Company, in respect of whom the Company has received a notice in writing under Section 160(1) of Act from a Member proposing her candidature for the office of Director and who had submitted a declaration
25 LAURUS Labs
Integrated Annual Report 2025-26
that she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years, i.e., with effect from July 02, 2026 to July 01, 2031 (both days inclusive);
RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorized to do all such acts, matters, deeds, things as it may deem fit, including but not limited to delegating severally all or any of the powers conferred on it or under this resolution to any Committee(s) of the Board, any Director(s) or any other Officer(s) of the Company, as may be considered necessary or expedient to give effect to this resolution."
- To approve payment of remuneration to the Non-Executive Director(s) including Independent Director(s) of the Company
To consider, and if thought fit, to pass, the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and Rules made thereunder and Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the provisions of the Memorandum and Articles of Association, based on the recommendation of the Board of Directors, the consent of the Members of the Company be and is hereby accorded for payment of remuneration to the Non-Executive Director(s) including Independent Director(s) of the Company (whether existing or future), aggregating to a sum not exceeding 1% of the net profits of the Company per annum, calculated in accordance with the provisions of Section 198 of the Act, effective from April 1, 2026, and the said remuneration be paid in such amount, proportion and manner as may be decided by the Board of Directors of the Company, from time to time;
Regd. Office:
Laurus Enclave, Plot Office 01, E. Bonangi Village,
Parawada Mandal, Dist. Anakapalli,
Andhra Pradesh - 531 021
Corporate Office:
Plot No.103, Road No.1, Jubilee Hills,
Hyderabad, Telangana - 500 033
Website: www.lauruslabs.com
email: [email protected]
Place: Hyderabad
Date: April 30, 2026
RESOLVED FURTHER THAT the above remuneration shall be in addition to the sitting fees in terms of the provisions of the Act and reimbursement of expenses payable to the Non-Executive Director(s) including Independent Director(s) for attending the meetings of the Board of Directors or any Committee thereof or for any other purpose, as may be decided by the Board;
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or Nomination and Remuneration Committee of the Board of the Company, be and is hereby authorized to take all actions and do all such deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard."
- To approve the remuneration payable to cost auditors for the financial year 2026-27
To consider, and if thought fit, to pass, the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications and re-enactment thereof, for the time being in force), the remuneration payable to M/s. Sagar & Associates, Cost Accountants (Firm Registration No. 000118), appointed by the Board of Directors of the Company, on the recommendation of the Audit Committee, as Cost Auditors of the Company to conduct audit of cost records of the Company, for the financial year ending March 31, 2027, amounting to ₹ 5,50,000/- (Rupees Five Lakh and Fifty Thousand only) plus applicable taxes and out of pocket expenses at actuals, in connection with the aforesaid audit, be and is hereby ratified;
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, matters, deeds and things as may be necessary to give effect to the above resolution."
By order of the Board of Directors
For Laurus Labs Limited
Sd/-
G Venkateswar Reddy
Company Secretary
ICSI Membership No. F7016
Notice
337
Notes for Member's attention:
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The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("the Act") read with the Rules made thereunder, Secretarial Standard on General Meetings ("SS-2") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") wherever applicable, in respect of the special business set out in the Notice, is annexed hereto. The Board of Directors of the Company at its meeting held on April 30, 2026, has considered and recommended to include item nos. 6 to 9, of the special business in the Notice for seeking approval of the members at the 21st Annual General Meeting ("AGM") of the Company.
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The Ministry of Corporate Affairs, Government of India ('MCA') has vide its circular no. 03/2025 dated September 22, 2025, read with general circulars no. 14/2020 dated April 8, 2020, no. 17/2020 dated April 13, 2020, no. 20/2020 dated May 5, 2020 (collectively referred to as 'MCA Circulars') permitted the holding of the AGM through Video Conferencing facility / Other Audio Visual Means ('VC/OAVM'), till further orders, in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated May 5, 2020. In compliance with the provisions of the Act, the SEBI Listing Regulations, and MCA & SEBI Circulars, the 21st AGM of the Company will be held through VC/OAVM. The deemed venue for the 21st AGM shall be at the Registered Office of the Company.
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In line with the MCA Circulars, the Company is providing VC/ OAVM facility to its members to attend the 21st AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited ("NSDL"), as the authorized agency for facilitating voting through electronic means. The facility of casting votes by a Member using remote e-voting system as well as e-voting on the date of the AGM will be provided by NSDL.
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At the AGM:
a. Members can attend the meeting through login credentials provided to them to connect to VC/ OAVM facility. Physical attendance of the Members at the Meeting venue is not required.
b. Appointment of proxy to attend and cast vote on behalf of the member is not available.
c. Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/ OAVM facility and participate thereat and cast their votes through e-voting.
d. Since the AGM will be held through VC/ OAVM facility, the route map, proxy form and attendance slip are not attached to this Notice.
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The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their depository participants with whom they are maintaining their demat account. All the shares of the Company are held in dematerialised form.
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The facility for attending the AGM virtually will be made available for 1,000 members on first come first served basis. This will not include large members (i.e., members with 2% or more shareholding). Promoters, institutional investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
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The Members can join the AGM in the VC/OAVM mode 30 minutes before the scheduled time of the commencement of the AGM by following the procedure mentioned in this Notice. The e-voting period will be closed on expiry of 30 minutes after closure of the 21st AGM.
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Members attending the 21st AGM through VC/ OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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The statutory registers including Register of Directors and Key Managerial Personnel and their shareholding, the Register of Contracts or Arrangements in which Directors are interested, maintained under the Act and the Certificate from the Secretarial Auditors of the Company certifying that the ESOP Schemes of the Company are being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be available for inspection by the members during the 21st AGM. All documents referred to in the Notice and Explanatory Statement will be available for inspection in electronic mode from the date of circulation of this Notice up to the date of the 21st AGM. Members who wish to inspect the register are requested to write to the Company by sending e-mail to [email protected] and the Company shall respond suitably.
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In accordance with the MCA and SEBI Circulars, the Notice of the 21st AGM along with the Integrated Annual Report for the financial year ended March 31, 2026, has been sent only through electronic mode to the members who have registered their e-mail addresses with the Company/ Depository Participants/ Company's Registrar and Transfer Agent ("RTA"). The Notice of 21st AGM and Integrated Annual Report are also available on the Company's website at www.lauruslabs.com and on the website
25 LAURUS Labs
Integrated Annual Report 2025-26
of the Stock Exchanges, i.e. BSE Limited ("BSE") at www.bseindia.com and National Stock Exchange of India Limited ("NSE") at www.nseindia.com and on the website of National Securities Depository Limited ("NSDL") at www.evoting.nsdl.com. Physical copy of the Notice of the 21st AGM and the Integrated Annual Report for the year ended March 31, 2026 has not been sent to the members.
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A letter containing a weblink for accessing the Notice and Integrated Annual Report for the financial year 2025-26 will be sent to those shareholders who have not registered their email address with the Company/ Depositories/ RTA.
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Members who have not registered their e-mail address are advised to register their e-mail address with their Depository Participant or by sending email either to the Registrar and Transfer Agent ("RTA") or to the Company at the email id [email protected].
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Members are requested to intimate immediately, any change in their address to their Depository Participants with whom they are maintaining their demat accounts.
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Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of the SEBI Listing Regulations, as amended, and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. The facility of casting votes by a member using remote e-voting system as well as e-voting on the date of the AGM will be provided by NSDL. The detailed instructions for e-voting and attending the 21st AGM through VC/ OAVM is given in this Notice.
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The Board of Directors of the Company has declared 1st interim dividend @Re. 0.80 per equity share (i.e., 40%) and 2nd interim dividend @Re. 1.20 per equity share (i.e., 60%), at their Board meetings held on October 23, 2025 and April 30, 2026, respectively, for the financial year 2025-26.
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In terms of Schedule I of the SEBI Listing Regulations, listed companies are required to use the Reserve Bank of India's approved electronic mode of payment
such as electronic clearance service (ECS), LECS (Local ECS)/RECS (Regional ECS)/NECS (National ECS), direct credit, real time gross settlement, national electronic fund transfer (NEFT), etc. for making payments like dividend etc. to the members. Accordingly, members are requested to update their bank details with their Depository Participants.
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Members are requested to note that the dividend remaining unclaimed for a continuous period of seven years from the date of transfer to the Company's Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund (IEPF). In addition, all equity shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to demat account of the IEPF authority within a period of thirty days of such equity shares becoming due to be transferred to the IEPF. In the event of transfer of equity shares and the unclaimed dividends to IEPF, Members are entitled to claim the same from IEPF authority by submitting an online application in the prescribed Form IEPF-5 available on the website, www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in Form IEPF-5.
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Pursuant to Rule 5 of the Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company will upload the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2026 on its website at www.lauruslabs.com and also on the website of the Ministry of Corporate Affairs. The said details upto the financial year ended March 31, 2025 have already been uploaded.
19. The instructions for Members for remote e-voting and joining AGM are as under:
The remote e-voting period begins on June 29, 2026 at 09:00 A.M.(IST) and ends on July 1, 2026 at 05:00 P.M.(IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., June 25, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being June 25, 2026.
Notice
The remote e-voting facility is available at the link, www.evoting.nsdl.com. The e-voting event number (EVEN) and period of remote e-voting are set out below:
| EVEN | Day, Date and Time of AGM | Cut-off Date | Commencement of Remote e-Voting | End of Remote e-voting |
|---|---|---|---|---|
| 139595 | Thursday, July 2, 2026 at 3:00 p.m. IST | Thursday, June 25, 2026 | Monday, June 29, 2026 at 9:00 a.m. IST | Wednesday, July 1, 2026 at 5:00 p.m. IST |
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of Shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
| 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | |
| 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | |
| 5. Shareholders/ Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
NSDL Mobile App is available on

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| Type of Shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. |
| 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. | |
| 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. | |
| 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers. | |
| Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.
| Login Type | Helpdesk Details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
- Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.
Notice
0
- Your User ID details are given below:
| Manner of holding shares i.e., Demat (NSDL or CDSL) or Physical | Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID |
| For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. | |
| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID |
| For example, if your Beneficiary ID is 12 then your user ID is 12 | |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company |
| For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
- Password details for shareholders other than Individual shareholders are given below:
a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c. How to retrieve your 'initial password'?
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If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
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If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
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If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a. Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b. "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c. If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL
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After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
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Now, you will have to click on "Login" button.
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After you click on the "Login" button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
a. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
b. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
c. Now you are ready for e-Voting as the Voting page opens
d. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
e. Upon confirmation, the message "Vote cast successfully" will be displayed.
f. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
g. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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General Guidelines for shareholders
a. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login
b. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
c. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e., Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
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Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
The instructions for members for e-voting on the day of the AGM are as under:
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The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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Only those Members/ shareholders, who will be present in the AGM through VC/ OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
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Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
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The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
Instructions for members for attending the AGM through VC/ OAVM are as under:
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Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
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Members are encouraged to join the Meeting through Laptops for better experience.
Notice
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Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/ folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
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Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at [email protected], on or before June 28, 2026. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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The Board of Directors of the Company has appointed Mr. Y Ravi Prasada Reddy (Membership No. F5783, CP No. 5360), proprietor of M/s RPR & Associates, Company Secretaries as the Scrutiniser to scrutinize the remote e-voting process and e-voting at the AGM in a fair and transparent manner.
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The scrutinizer, immediately after conclusion of e-voting at the 21st AGM, shall first download the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer's report of the total votes cast in favour or against, invalid votes, if any, and whether the resolutions have been carried or not, and such report shall then be sent to the Chairperson or a person authorized by him, within 2 (two) working days from the conclusion of the AGM, who shall declare the result of the voting forthwith.
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SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on December 20, 2023), has established a common Online Dispute Resolution Portal ("ODR Portal") for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login).
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KFin Technologies Limited, Registrar and Share Transfer Agent ("RTA") of the Company, has launched a unified platform 'KPRISM' for the benefit of shareholders. KPRISM is a self-service portal / mobile based application that enables the shareholders to access their portfolios serviced by RTA, and check details like dividend status and make request for annual reports, change of address, update bank mandate, download standard forms, etc. The portal can be accessed at https://kprism.kfintech.com. For more assistance on KPRISM, shareholders may contact +91-40-67162222.
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A Senior Citizens Investor Cell has been formed by the RTA to assist exclusively the senior citizens (above 60 years of age) in redressing their grievances, complaints and queries. The senior citizens wishing to avail this service can send the communication to [email protected].
Alternatively, you may also contact RTA's toll-free number: 1-800-309-4006, dedicated for Senior Citizens, for any queries or information.
- The Company is pleased to provide the facility of live webcast of proceedings of 21st AGM. Members who are entitled to participate in the 21st AGM can view the live proceedings of 21st AGM by logging on the NSDL e-voting system at www.evoting.nsdl.com using their secure login credentials. Members are encouraged to use this facility of the live webcast. The webcast facility will be available from 2.30 p.m. (IST) onwards (30 minutes before the start of the 21st AGM on July 2, 2026).
EXPLANATORY STATEMENT TO THE NOTICE OF 21st AGM
Explanatory statement pursuant to Section 102 of the Companies Act, 2013 ("the Act") read with the rules made thereunder, as applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the Secretarial Standards on General Meetings ("SS-2")
Item No. 6: Appointment of Dr. Shekhar Chintamani Mande (DIN: 10083454), as an Independent Director of the Company
The Board of Directors of the Company at its meeting held on April 30, 2026, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), has approved and recommended the appointment of Dr. Shekhar Chintamani Mande (DIN: 10083454), as an
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Integrated Annual Report 2025-26
Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years i.e. with effect from July 02, 2026 to July 01, 2031 (both days inclusive), for the approval of the members of the Company by way of special resolution.
Based on the desired attributes identified for the position of the Independent Director of the Company including succession planning of Independent Director(s) whose second term is coming to an end and basis those attributes as well as considering the skill and experience of Dr. Shekhar C Mande, the NRC found him qualified and has recommended the candidature of Dr. Mande, for appointment as an Independent Director of the Company. His area of expertise includes biophysics, structural & computational biology, R&D, science administration, strategy, governance, among others. Further, in the opinion of the Board, Dr. Mande fulfils the conditions of independence specified under the Companies Act, 2013 ("the Act") read with the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Board noted that Dr. Mande's skills, background and experience are aligned to the attributes identified by the NRC and that he is eligible for appointment as an Independent Director of the Company.
In terms of Regulation 25(2A) of the SEBI Listing Regulations, the appointment, re-appointment or removal of an Independent Director shall be subject to the approval of shareholders by way of a special resolution.
Accordingly, the appointment of Dr. Shekhar C Mande requires the approval of the members by way of a special resolution. Therefore, in view of the aforesaid provisions, the Company is seeking the approval of its members for appointment of Dr. Shekhar C Mande, as an Independent Director on the Board of the Company for a term of 5 (five) consecutive years effective from July 02, 2026 to July 01, 2031 (both days inclusive).
Profile of Dr. Shekhar C Mande:
Dr. Shekhar C Mande is a distinguished structural and computational biologist, and a well-known research scientist, who transitioned from a successful scientific research career into senior science administration and national policy leadership. He began his career as a research scientist with deep expertise in protein structure and computational biology.
In 2011, he moved into science administration as Director of the National Centre for Cell Science (NCCS), Pune, a premier Department of Biotechnology institution of Government of India, where he led institutional strategy, research direction, and national collaborative programs, including contributions to large-scale initiatives such as the Indian Human Microbiome project.
In October 2018, he was appointed as the Director General of Council of Scientific and Industrial Research (CSIR) and Secretary of the Department of Scientific and Industrial Research (DSIR), Government of India, heading India's largest civilian R&D network. In this role, he provided leadership across multiple national laboratories, shaped science and innovation priorities, and was closely involved in coordinating government-led R&D and industry collaborations, including initiatives during the Covid-19 period. His tenure reflects exposure to large-scale public systems, policy frameworks, and academic-industry partnerships.
Dr. Mande is a distinguished Professor at the Savitribai Phule Pune University and also currently serves on the boards of reputed institutions, including Tata Steel, and brings experience contributing to board deliberations, particularly on R&D investments, innovation strategy, and long-term technology direction.
In 2005, he was awarded the Shanti Swarup Bhatnagar Prize for Science and Technology – the most prestigious science award in India – in the category of Biological Sciences.
Dr. Mande holds Ph.D. from Indian Institute of Science, Bangalore in Molecular Biophysics. He holds Masters and Bachelor's degree in physics from Nagpur University.
Details as required under Regulation 36(3) of the SEBI Listing Regulations, the Secretarial Standard - 2 and other applicable provisions are provided in Annexure-1 to the explanatory statement.
Dr. Shekhar C Mande has given his declaration to the Board, inter alia, confirming that he: (i) meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, (ii) is not restrained from acting as a Director by virtue of any Order passed by SEBI or any such authority and (iii) is not disqualified under Section 164 of the Act. He has also given his consent to act as an Independent Director. In terms of Section 160(1) of the Act, the Company has received a notice from a Member, proposing candidature of Dr. Mande for the office of Director.
In the opinion of the Board, Dr. Shekhar C Mande is a person of integrity, possesses relevant expertise/ experience and fulfills the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Independent Director and he is independent of the management. Additionally, he is well positioned to add value in discussions around research prioritization, scientific governance, and innovation-led growth on the Board of the Company. Given his rich experience, expertise and knowledge, the Board considers it desirable and in the interest of the Company to have Dr. Mande on the Board of the Company. Accordingly, the Board recommends the appointment of Dr. Mande as an Independent Director as
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set out at Item No. 6 of accompanying Notice for approval by the members by a Special Resolution.
A copy of the draft letter of appointment, setting out the terms and conditions of appointment of Dr. Shekhar C Mande, and all other documents referred to in the accompanying Notice and this Statement are available for inspection by the members, at the Company's registered office during business hours on all working days till the end of e-voting period.
In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulations 17 and 25(2A) of the SEBI Listing Regulations, the approval of the Members is sought for the appointment of Dr. Shekhar C Mande as an Independent Director of the Company, as a special resolution as set out above.
Except Dr. Shekhar C Mande and his relatives, no other Director, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 6 of this Notice of the Company.
The NRC and the Board recommend the resolution set out in Item No. 6 of this Notice for approval of the members.
Item No. 7: Appointment of Mrs. Sutapa Banerjee (DIN: 02844650), as an Independent Director of the Company
The Board of Directors of the Company at its meeting held on April 30, 2026, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), has approved and recommended the appointment of Mrs. Sutapa Banerjee (DIN: 02844650), as an Independent Director, not liable to retire by rotation, for a term of 5 (five) consecutive years i.e. with effect from July 02, 2026 to July 01, 2031 (both days inclusive), for the approval of the members of the Company by way of special resolution.
Based on the desired attributes identified for the position of the Independent Director of the Company including succession planning of Independent Director(s) whose second term is coming to an end and basis those attributes as well as considering the skill and experience of Mrs. Sutapa Banerjee, the NRC found her qualified and has recommended the candidature of Mrs. Banerjee, for appointment as an Independent Director of the Company. Her area of expertise includes banking, investment banking, finance, risk management, strategy, corporate governance, among others. Further, in the opinion of the Board, Mrs. Banerjee fulfils the conditions of independence specified under the Companies Act, 2013 ("the Act") read with the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Board noted that Mrs. Banerjee's skills, background and experience are aligned to the attributes identified by the NRC and that she is eligible for appointment as an Independent Director of the Company.
In terms of Regulation 25(2A) of the SEBI Listing Regulations, the appointment, re-appointment or removal of an Independent Director shall be subject to the approval of shareholders by way of a special resolution.
Accordingly, the appointment of Mrs. Sutapa Banerjee requires the approval of the members by way of a special resolution. Therefore, in view of the aforesaid provisions, the Company is seeking the approval of its members for appointment of Mrs. Sutapa Banerjee, as an Independent Director on the Board of the Company for a term of five consecutive years effective from July 02, 2026 to July 01, 2031 (both days inclusive).
Profile of Mrs. Sutapa Banerjee:
Mrs. Sutapa Banerjee is a seasoned board leader with over three decades of experience spanning financial services, governance oversight, risk management, and institutional leadership. With her extensive experience across regulated financial institutions and listed company boards, she brings seasoned leadership, sound judgment, and strong oversight capabilities. Mrs. Banerjee began her career at ANZ Grindlays Bank, where she held leadership roles across Corporate and Consumer Banking, systems implementation, and training in India and Australia.
In 1996, Mrs. Banerjee joined ABN AMRO Bank, where she launched and led its Private Banking division in India, building it into one of the leading foreign bank platforms in the country by 2006. Her leadership during this period earned her recognition as one of the 'Top 20 Global Rising Stars of Wealth Management' by the Institutional Investor Group in 2007, making her the only Indian and one of two Asians honored. In 2009, she became CEO of Ambit Private Wealth, where she built the firm from the ground up into an institutionalized and governance-led platform. As CEO, she led Ambit Private Wealth to 'Best Private Bank in India in the 2013 AsiaMoney polls. In 2012, she was shortlisted in the '50 most Powerful Women' by Fortune India.
Over time, her professional journey has evolved toward board leadership and strategic oversight, particularly in regulated and listed environments. Mrs. Banerjee currently serves as an Independent Director on the boards of several prominent companies, including Eternal (Zomato), Godrej Properties, Polycab India, IdeaForge Technologies, JSW Dulux, Axis Capital, CarDekho (Girnar Software), and SatSure.
Mrs. Banerjee is an Advanced Leadership Fellow (2015) at Harvard University. She teaches, consults, trains, writes and speaks, globally on Behavioural Insights in Decision-making and the use of Design interventions. She is a visiting faculty with IIM-Ahmedabad on behavioural biases in decision making and its impact on corporate practices
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Integrated Annual Report 2025-26
with a focus on gender titled 'A Gender Lens on Corporate Policies', a first for any business school anywhere. She is also an adjunct faculty with IICA – the Government of India think tank under the Ministry of Corporate Affairs.
Mrs. Banerjee is a gold medalist in Economics from the XLRI School of Management in India, and an Economics major from Presidency College, Kolkata. She has served on the CII National Committee on 'Women's Empowerment' and 'The Indian Women Network', the CII National Committee on 'Integrity and Transparency in Governance' and the Advisory Panel of the 'India Responsible Business Forum'.
Details as required under Regulation 36(3) of the SEBI Listing Regulations, the Secretarial Standard – 2 and other applicable provisions are provided in Annexure-1 to the explanatory statement.
Mrs. Sutapa Banerjee has given her declaration to the Board, inter alia, confirming that she: (i) meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, (ii) is not restrained from acting as a Director by virtue of any Order passed by SEBI or any such authority and (iii) is not disqualified under Section 164 of the Act. She has also given her consent to act as an Independent Director. In terms of Section 160(1) of the Act, the Company has received a notice from a Member, proposing candidature of Mrs. Banerjee for the office of Director.
In the opinion of the Board, Mrs. Sutapa Banerjee is a person of integrity, possesses relevant expertise/ experience and fulfills the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Independent Director and she is independent of the management. Additionally, she is well positioned to contribute in Board deliberations for strengthening the board governance, compliance oversight, and long-term institutional stewardship. Given her rich experience, expertise and knowledge, the Board considers it desirable and in the interest of the Company to have Mrs. Banerjee on the Board of the Company. Accordingly, the Board recommends the appointment of Mrs. Banerjee as an Independent Director as set out at Item No. 7 of accompanying Notice for approval by the members by a Special Resolution.
A copy of the draft letter of appointment, setting out the terms and conditions of appointment of Mrs. Sutapa Banerjee, and all other documents referred to in the accompanying Notice and this Statement are available for inspection by the members, at the Company's registered office during business hours on all working days till the end of e-voting period.
In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulations 17 and 25(2A) of the SEBI Listing Regulations, the approval of the Members is sought for the appointment of Mrs. Sutapa Banerjee as an Independent Director of the Company, as a special resolution as set out above.
Except Mrs. Sutapa Banerjee and her relatives, no other Director, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 7 of this Notice of the Company.
The NRC and the Board recommend the resolution set out in Item No. 7 of this Notice for approval of the members.
Item No. 8: Approval of payment of remuneration to the Non-Executive Director(s) including Independent Director(s) of the Company
The shareholders of the Company at the Extra-ordinary General Meeting held on July 20, 2016, had approved the payment of remuneration/ commission to Non-Executive Directors and Independent Directors of the Company of an aggregate amount not exceeding 1% per annum of the net profits of the Company every year, computed as per Section 198 of the Companies Act, 2013 ("the Act"). In terms of the provisions of Section 197 read with Schedule V and other applicable provisions, if any, of the Act read with Rules made thereunder, Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and as a measure of good governance practice, the Board of Directors of the Company at its meeting held on April 30, 2026 has approved to seek fresh approval of the members for payment of remuneration by way of commission to the Non-Executive Directors including Independent Directors of the Company (whether existing or future), aggregating to a sum not exceeding 1% of the net profits of the Company per annum, to be calculated in accordance with the provisions of Section 198 of the Act.
The Non-Executive Independent Directors of the Company are leading professionals with high level of expertise and rich experience in functional areas such as business strategy, financial governance, corporate governance and others aspects of corporate management. They provide invaluable contribution towards the Company's business strategy, monitoring of financial and risk management, governance and compliances, amongst others.
During the period from July, 2016 to March 31, 2026, the remuneration to Independent Directors was ₹ 20 lakhs per annum for each independent director and USD 40,000 per annum for one independent director, being foreign citizen. Considering the increased responsibility of the independent directors, approximately after close to 10 years, the Board has approved the revision to the remuneration by way of commission being paid to the independent directors to ₹ 40 lakhs per annum, each independent director, effective from April 1, 2026. The sitting fees have also been increased from ₹ 50,000/- (Rupees fifty thousand only) to ₹ 1,00,000/- (Rupees one lakh only) payable to each independent director for each Board or Committee meeting to be attended by them (for Committee meeting as a member of the Committee) effective from April 1, 2026.
Notice
With the increasing demand over the time of the independent and professional Directors on various skill matrix relating to the Company and the ever-changing regulatory environment, it is prudent to appropriately compensate, attract and retain experienced and qualified professionals on the Board. Accordingly, the Board may, on the recommendation of the Nomination and Remuneration Committee, from time to time, keeping in mind the industry practice and growth of the Company, review the remuneration by way of commission to the Non-Executive Directors including Independent Directors (whether existing or future), within the overall limit of 1% of net profit, as may be approved by the shareholders of the Company.
Section 197(1) of the Act provides that the total managerial remuneration payable by a public company to its Directors, including Managing Director and its Whole-time Director and its Manager in respect of any financial year shall not exceed 11 percent of the net profit of the Company for that financial year computed in the manner laid out in Section 198 of the Act, except that the remuneration of the Director shall not be deducted from the gross profits. Further, pursuant to the second proviso to the Section 197(1) of the Act, the Company can pay remuneration to the Directors who are neither Managing Director nor Whole-time Director, upto 1% of the net profits of the Company, if there is a Managing Director or Whole-time Director or Manager in the Company. Pursuant to Regulation 17(6)(a) of SEBI Listing Regulations payment of profit related commission to Non-Executive Directors including Independent Directors, requires approval of the shareholders of the Company.
Accordingly, the Board recommends the resolution set forth in Item No. 8 relating to payment of remuneration to Non-Executive Directors including Independent Directors, by way of an Ordinary Resolution.
Except the independent directors and their relatives, no other Director, Key Managerial Personnel or their respective
relatives are, in any way, concerned or interested, financial or otherwise, in the resolution set out at Item No. 8.
Item No. 9: Approval of the remuneration payable to cost auditors for the financial year ending March 31, 2027
The Board of Directors, on the recommendation of the Audit Committee, has approved the re-appointment of M/s. Sagar & Associates, Cost Accountants (Firm Registration No. 000118), as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2027, at a remuneration of ₹ 5,50,000/- (Rupees Five Lakhs and Fifty Thousand only) plus applicable taxes and out of pocket expenses, at actuals in connection with the aforesaid audit.
The proposed remuneration of the Cost Auditors has been proposed after due consideration of the scope of audit involved and cost audit teams requiring fewer members due to the advancement in technology/ software, auditing systems and other automation tools. Therefore, the remuneration of the Cost Auditors being proposed for approval of the members is commensurate with the scope of work involved and above stated reasons in the present business environment.
In terms of the provisions of the Section 148(3) of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules, 2014, members of the Company are required to approve/ ratify the remuneration proposed to be paid to the Cost Auditors.
Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No.9 of the Notice for approval of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2027. The Board recommends the resolution set forth in the Item No.9 of the Notice for approval of the members.
None of the Directors or Key Managerial Personnel or relatives of Directors and Key Managerial Persons are, in any way, concerned or interested, financially or otherwise, in this resolution.
Regd. Office:
Laurus Enclave, Plot Office 01, E. Bonangi Village,
Parawada Mandal, Dist. Anakapalli,
Andhra Pradesh - 531 021
Corporate Office:
Plot No.103, Road No.1, Jubilee Hills,
Hyderabad, Telangana - 500 033
Website: www.lauruslabs.com
email: [email protected]
Place: Hyderabad
Date: April 30, 2026
By order of the Board of Directors
For Laurus Labs Limited
Sd/-
G Venkateswar Reddy
Company Secretary
ICSI Membership No. F7016
25
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UNIVERSITY OF EDINBURGH, PA 19106
Integrated Annual Report 2025-26
Annexure
Additional details of Directors seeking appointment/ re-appointment at the 21st Annual General Meeting ("AGM") of the Company to be held on July 2, 2026, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2
| Name of the Director | Mr. Krishna Chaitanya Chava | Mrs. Soumya Chava | Dr. Shekhar Chintamani Mande | Mrs. Sutapa Banerjee |
|---|---|---|---|---|
| Director Identification Number (DIN) | 06831883 | 06831892 | 10083454 | 02844650 |
| Age | 35 years | 39 years | 64 Years | 61 Years |
| Nationality | Indian | Indian | Indian | Indian |
| Qualifications | • PGP MFAB from Indian School of Business, Hyderabad | |||
| • Master's degree in Mechanical Engineering from North Carolina State University, USA | ||||
| • Bachelor's degree in Mechanical Engineering from BITS Pilani, Dubai | • Bachelor of Pharmacy from Osmania University | |||
| • Master's in Clinical Research and Business Administration from Campbell University, NC, USA | ||||
| • PG diploma in Patents Law from NALSAR University of Law, Hyderabad | • Ph.D Molecular Biophysics from Indian Institute of Science, Bangalore | |||
| • M.Sc., Physics from University of Nagpur | ||||
| • B.Sc. from University of Nagpur | • Fellow, Advanced Leadership from Harvard University | |||
| • MBA from XLRI Jamshedpur (Gold medalist) | ||||
| • B.Sc. Economics from Presidency College, Calcutta University | ||||
| Expertise in specific functional area^{1} | Mr. Krishna Chaitanya Chava spearheading the Synthesis Business unit of the Company. Under his leadership, Synthesis Business is performing exceedingly well and contributing to the significant revenues of the Company. He has rich experience in strategy, skill workshops and marketing within the pharma industry. Before joining the Company in 2017, he was associated with Dr. Reddy's Laboratories Limited. | Mrs. Soumya Chava spearheading the commercial function (Supply Chain Management) and Business Development of the Company, particularly in the Affordable Medicines (Generics) market. She has extensive experience in the Pharma Industry. Initially, she gained experience in Clinical trial management in Quintiles Transnational. After her initial working experience, she had quenched her entrepreneurial zeal and has conceptualised a jewellery boutique for children, from designing to marketing in the name of Theia Jewellery. She established Theia as a good quality and reliable player in this field. | The profile including experience are provided above | The profile including experience are provided above |
| Date of Appointment | April 25, 2024 | April 25, 2024 | The Board at its meeting held on April 30, 2026 has approved and recommended to the members for approval of the appointment as an Independent Director with effect from July 2, 2026. | The Board at its meeting held on April 30, 2026 has approved and recommended to the members for approval of the appointment as an Independent Director with effect from July 2, 2026. |
| Number of shares held in the Company including as a beneficial owner | 20,699 equity shares | 22,940 equity shares | Nil | Nil |
Notice
349
| Name of the Director | Mr. Krishna Chaitanya Chava | Mrs. Soumya Chava | Dr. Shekhar Chintamani Mande | Mrs. Sutapa Banerjee |
|---|---|---|---|---|
| Relationship with Directors and Key Managerial Personnel ("KMP") | Son of Dr. Satyanarayana Chava, Executive Director & Chief Executive Officer, and brother of Mrs. Soumya Chava, Executive Director | Daughter of Dr. Satyanarayana Chava, Executive Director & Chief Executive Officer, and sister of Mr. Krishna Chaitanya Chava, Executive Director | Dr. Mande is not related to any Director or KMP of the Company | Mrs. Banerjee is not related to any Director or KMP of the Company |
| Number of Board meetings attended | 6 (Six) Board meetings attended out of 7 (seven) held during the year | 7 (Seven) Board meetings attended out of 7 (seven) held during the year | Not applicable | Not applicable |
| Directorship in other companies | • Laurus Synthesis Private Limited | |||
| • Sriam Labs Private Limited | ||||
| • Laurus Specialty Chemicals Private Limited | ||||
| • Chemiasoft Private Limited | • Laurus Synthesis Private Limited | |||
| • Theia Jewellery Private Limited | ||||
| • Laurus Specialty Chemicals Private Limited | ||||
| • Laurus Generics SA Pty Ltd (South Africa) | ||||
| • Laurus Generics Inc. (USA) | • Tata Steel Limited | |||
| • ICGA Foundation | ||||
| • Biotech Consortium India Limited | ||||
| • Pune Knowledge Cluster Foundation | • Polycab India Limited | |||
| • Godrej Properties Limited | ||||
| • Eternal Limited | ||||
| • Ideaforge Technology Limited | ||||
| • JSW Dulux Limited | ||||
| • Axis Capital Limited | ||||
| • Girnar Software Private Limited | ||||
| • Satsure Analytics India Private Limited, | ||||
| Membership(s)/Chairmanship(s) of Board Committees of other companies | • Member of CSR Committee of Sriam Labs Private Limited | • Member of CSR Committee Laurus Synthesis Private Limited | Member, CSR Committee of Tata Steel Limited | • Member, Audit Committee, Nomination and Remuneration Committee, CSR Committee, and Chairperson of Risk Management Committee of Polycab India Limited |
| • Chairperson, Stakeholders' Relationship Committee, and Nomination and Remuneration Committee, and Member, Audit Committee, CSR Committee, Risk Management Committee, and ESG Committee of Godrej Properties Limited | ||||
| • Chairperson, Audit Committee, and Member, Investment Committee of Eternal Limited | ||||
| • Chairperson, Nomination and Remuneration Committee, and Member, Audit Committee of Ideaforge Technology Limited | ||||
| • Member, Audit Committee, Nomination and Remuneration Committee, CSR Committee, and Risk Management Committee of JSW Dulux Limited | ||||
| • Chairperson, Risk Management Committee and Member, Audit Committee of Axis Capital Limited | ||||
| Names of listed entities from which the Director has resigned in the past three years | Nil | Nil | Nil | Nil |
25
LAURUS Labs
Integrated Annual Report 2025-26
| Name of the Director | Mr. Krishna Chaitanya Chava | Mrs. Soumya Chava | Dr. Shekhar Chintamani Mande | Mrs. Sutapa Banerjee |
|---|---|---|---|---|
| Terms of appointment along with details of remuneration sought to be paid and the remuneration last drawn by such person, if applicable | Term: In terms of the provisions of Section 152 of the Companies Act, 2013 ("the Act") at least two-thirds of the total number of directors (excluding independent directors), are liable to retire by rotation, out of which at least one-third of the total number of such directors shall retire at every AGM. In accordance with the said requirement, Mr. Krishna Chaitanya Chava, Executive Director of the Company, would be retiring at this AGM and being eligible, has offered himself for re-appointment. | |||
| The members of the Company at the AGM held on July 11, 2024 have appointed Mr. Krishna Chaitanya Chava as the Executive Director of the Company, for a period of 5 (five) years with effect from April 25, 2024 up to April 24, 2029, whose office will be liable to determination by retirement by rotation. | ||||
| Remuneration last drawn: He has received remuneration in terms of approval given by the Members of the Company. During the financial year ended March 31, 2026 he has received remuneration amounting to ₹ 2.20 Cr. | ||||
| Remuneration sought to be paid: He is entitled for remuneration in terms of approval given by the Members of the Company. | Term: In terms of the provisions of Section 152 of the Companies Act, 2013 ("the Act") at least two-thirds of the total number of directors (excluding independent directors), are liable to retire by rotation, out of which at least one-third of the total number of such directors shall retire at every AGM. In accordance with the said requirement, Mrs. Soumya Chava, Executive Director of the Company, would be retiring at this AGM and being eligible, has offered herself for re-appointment. | |||
| The members of the Company at the AGM held on July 11, 2024 have appointed Mrs. Soumya Chava as the Executive Director of the Company, for a period of 5 (five) years with effect from April 25, 2024 up to April 24, 2029, whose office will be liable to determination by retirement by rotation. | ||||
| Remuneration last drawn: She has received remuneration in terms of approval given by the Members of the Company. During the financial year ended March 31, 2026 she has received remuneration amounting to ₹ 1.35 Cr. | ||||
| Remuneration sought to be paid: She is entitled for remuneration in terms of approval given by the Members of the Company. | Term: The Board at its meeting held on April 30, 2026 has approved and recommended to the members for approval of the appointment of Dr. Shekhar Chintamani Mande as an Independent Director for a term of 5 (five) years with effect from July 2, 2026 to July 1, 2031. | |||
| Remuneration last drawn: Not applicable | ||||
| Remuneration sought to be paid: Dr. Mande will be entitled for remuneration by way of commission, as payable to other Independent Directors of the Company. | ||||
| He will not be entitled for any stock option pursuant to Employees Stock Option Schemes of the Company. | ||||
| The Members of the Company had earlier approved for payment of remuneration by way of commission to its Independent Directors (whether existing or future), collectively up to 1% of the net profits of the Company every year, computed in the manner referred to in Section 198 of the Act, in addition to the payment of sitting fees and reimbursement of expenses, if any, to the Directors for attending the meetings of the Board of Directors or Committees thereof. | ||||
| Effective April 1, 2026, each Independent Directors are being entitled for remuneration by way of commission @₹ 40 lakhs per annum proportionate to their tenure as an Independent Director in addition to the sitting fees of Rs. 1 Lakh for each Board and Board Committee meetings being attended by each Independent Director. | Term: The Board at its meeting held on April 30, 2026 has approved and recommended to the members for approval of the appointment of Mrs. Sutapa Banerjee as an Independent Director for a term of 5 (five) years with effect from July 2, 2026 to July 1, 2031. | |||
| Remuneration last drawn: Not applicable | ||||
| Remuneration sought to be paid: Mrs. Banerjee will be entitled for remuneration by way of commission, as payable to other Independent Directors of the Company. | ||||
| She will not be entitled for any stock option pursuant to Employees Stock Option Schemes of the Company. | ||||
| The Members of the Company had earlier approved for payment of remuneration by way of commission to its Independent Directors (whether existing or future), collectively up to 1% of the net profits of the Company every year, computed in the manner referred to in Section 198 of the Act, in addition to the payment of sitting fees and reimbursement of expenses, if any, to the Directors for attending the meetings of the Board of Directors or Committees thereof. Effective April 1, 2026, each Independent Directors are being entitled for remuneration by way of commission @₹ 40 lakhs per annum proportionate to their tenure as an Independent Director in addition to the sitting fees of Rs. 1 Lakh for each Board and Board Committee meetings being attended by each Independent Director. |
$^{1}$ Additional details are given in the Report on Corporate Governance forming part of this Integrated Report.
Regd. Office:
Laurus Enclave, Plot Office 01, E. Bonangi Village,
Parawada Mandal, Dist. Anakapalli,
Andhra Pradesh - 531 021
Corporate Office:
Plot No.103, Road No.1, Jubilee Hills,
Hyderabad, Telangana - 500 033
Website: www.lauruslabs.com
email: [email protected]
Place: Hyderabad
Date: April 30, 2026
By order of the Board of Directors
For Laurus Labs Limited
Sd/-
G Venkateswar Reddy
Company Secretary
ICSI Membership No. F7016
Notice
351
21st AGM: Information at a glance
| Time and date of 21st AGM | Thursday July 2, 2026 at 3:00 p.m. (IST) |
|---|---|
| Mode | Video conference and other audio-visual means |
| Helpline number for VC participation | +91-22-4886 7000 and +91-22-2499 7000 |
| Cut-off date for e-voting | Thursday, June 25, 2026 |
| E-voting start time and date | Monday, June 29, 2026 at 9:00 a.m. IST |
| E-voting end time and date | Wednesday, July 1, 2026 at 5:00 p.m. IST |
| E-voting website of NSDL | https://www.evoting.nsdl.com/ |
| Webcast and transcripts | https://www.lauruslabs.com/financials.html |
| Name, address and contact details of e-voting service provider | Contact details: |
| National Securities Depository Limited, | |
| 4th Floor, A Wing, Trade World, Kamala Mills Compound, | |
| Senapati Bapat Marg, Lower Parel, Mumbai 400013, India |
Contact person:
Mr. Amit Vishal, Vice President
Ms. Pallavi Mhatre, Deputy Vice President
Email: [email protected]
Phone No.: +91-22-48867000 and +91-22-24997000 |
| Name, address and contact details of Registrar and Transfer Agent ("RTA") | Contact details:
KFin Technologies Limited
Selenium Building, Tower B, Plot No. 31-32,
Financial District, Nanakramguda,
Serilingampally, Hyderabad, Telangana - 500032.
Tel: +91-40-6716 2222; Toll Free No.: 1-800-3454-001
Fax: +91-40-2300 1153
Email: [email protected]
Website: https://www.kfintech.com
Contact person:
Mr. P. Nageswara Rao, Senior Manager
Email: [email protected]
Phone No.: +91 40 6716 1526 |
| Name and contact details of the Scrutiniser | Mr. Y Ravi Prasada Reddy, Proprietor of M/s RPR & Associates,
Practising Company Secretaries
Email: [email protected] |
| Name, address and contact details of the Company | Laurus Labs Limited
Plot No.103, Road No.1, Jubilee Hills, Hyderabad 500 033,
Telangana, India
Tel-91-40-6659 4333, Email: [email protected]
Website: https://www.lauruslabs.com/ |