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Onesource Specialty Pharma Limited — AGM Information 2025
Aug 29, 2025
59072_rns_2025-08-29_971e7556-69c8-4178-8981-4b7048fb804d.pdf
AGM Information
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Star 1, Opp IIM Bangalore, Bilekahalli, Bannergha�a Road, Bengaluru – 560076, India T: +91 80 6784 0738
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Cyber One, Unit No. 902, Sector 30A, Plot No - 4 & 6, Vashi, Navi Mumbai - 400703, India T: +91 22 2789 2924 F: +91 22 2789 2942
Date: August 29, 2025
BSE Limited National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G, Dalal Street Bandra Kurla Complex, Mumbai- 400001 Bandra (E) Scrip Code: 544292 Mumbai – 400 051 ISIN: INE013P01021 Symbol: ONESOURCE
Dear Sir/ Madam,
Subject: Notice of 18[th] Annual General Meeting (" AGM ") (1[st] AGM post listing) and the Integrated Annual Report for the financial year 2024-25
This is to inform that the 18[th] Annual General Meeting ("AGM") (1[st] AGM post listing) of the Company is scheduled to be held on Monday, September 22, 2025 at 17:00 hrs IST through Video Conferencing / Other Audio-Visual Means to transact the business as mentioned in the AGM Notice.
Pursuant to Section 108 of the Companies Act, 2013 and Regulations 30, 34 and 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the following:
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Notice of the 18[th] Annual General Meeting ("AGM") (1[st] AGM post listing) (including e-voting instructions).
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Integrated Annual Report for the financial year 2024-25.
The aforesaid documents are available on the website of the Company at www.onesourcecdmo.com/ and are being dispatched to all eligible shareholders of the Company whose email addresses are registered with the Company/ Depositories/ Registrar and Transfer Agent.
This is for information and records.
For and on behalf of
OneSource Specialty Pharma Limited
Trisha Digitally signed by Trisha A A Date: 2025.08.29 15:13:03 +05'30'
Trisha A Company Secretary and Compliance Officer Membership Number: A47635
OneSource Specialty Pharma Limited Formerly Stelis Biopharma Limited
[email protected] | www.onesourcecdmo.com
CIN: L74140MH2007PLC432497
NOTICE OF 18[TH] ANNUAL GENERAL MEETING (“AGM”) (1[ST] AGM POST LISTING)
Notice is hereby given that the Eighteenth Annual General Meeting (AGM’) (1[st] AGM Post Listing) of the Shareholders of the Company will be held on Monday, September 22, 2025 from 17:00 hours (IST) through video conferencing (VC)/ Other Audio-Visual Means (OAVM) to transact the following businesses:
ORDINARY BUSINESS:
Item 1:
To consider and adopt (a) the audited standalone financial statement of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2025 and the report of Auditors thereon and in this regard, to consider and if thought fit, to pass the following resolutions as Ordinary Resolutions:
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a) “ RESOLVED that the audited standalone financial statement of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon, as circulated to the Shareholders, be and are hereby considered and adopted.”
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b) “ RESOLVED that the audited consolidated financial statement of the Company for the financial year ended March 31, 2025 and the report of Auditors thereon, as circulated to the Shareholders, be and are hereby considered and adopted.”
Item 2: Re-appointment of Arun Kumar (DIN: 00084845), retiring Director
Arun Kumar (DIN: 00084845), is a Non-Executive Director and was appointed effective April 07, 2021.
Pursuant to Section 152 of the Companies Act, 2013, Arun Kumar retires by rotation and being eligible, offers himself for re-appointment as a Non-Executive Director of the Company.
Relevant details of Arun Kumar pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India is enclosed as an Annexure 1 to this Notice.
SPECIAL BUSINESS:
Item 3: Remuneration payable to M. Ashok Kumar, Cost Auditor of the Company for FY 2025-26
To consider and, if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution:
“ RESOLVED that pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the approval for payment of the remuneration ` 1.2 million only plus applicable taxes and out of pocket expenses at actuals, if any, payable to M. Ashok Kumar, Cost Accountant (Registration No.: 102240), appointed by the Board of Directors on the recommendation of the Audit Committee, as Cost Auditor of the Company to conduct audit of cost records for the financial year 2025-26 be and is hereby accorded by the Shareholder of the company.
RESOLVED FURTHER that any Director or Company Secretary of the Company, be and are hereby severally authorised to do all such acts, deeds, matters, things, as may be necessary and incidental to the aforesaid resolution.”
Item 4: Appointment of M/s. DV & Associates, Company Secretaries (Firm Registration No. P2020KE83600) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years
To consider and, if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution
“ RESOLVED that pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder, Regulation 24A Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), based on the recommendations of Audit Committee and Board of Directors of the Company, consent of Shareholders of the Company be and is hereby accorded for appointment of M/s. DV & Associates, a firm of Company Secretaries in practice, (Firm Registration Number: P2020KE83600), as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from April 01, 2025 (i.e., FY 2025-26 to FY 2029-30) and at such terms
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and conditions including remuneration, as mutually agreed upon between the Company and the Secretarial Auditors.
RESOLVED FURTHER that any Director or Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters, things as may be necessary and incidental to the aforesaid resolution.”
Item No. 5: Approval of material related party transactions (RPTs) of the Company with Strides Pharma Science Limited
To consider and, if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution
“ RESOLVED that pursuant to the provisions of Section 177, 188 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made there under and the Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the Listing Regulations”) including any statutory modification(s) or re-enactment(s) thereof for the time being in force read with SEBI Master Circular dated 11[th] November, 2024 and the Company’s Policy on materiality and dealing with related party transactions and in accordance with the omnibus approval and recommendation of the Audit Committee and recommendation of the Board and subject to such other approvals as may be necessary, the approval of the Shareholders be and is hereby accorded to the company for entering into or continuing with material related party transaction(s) with Strides Pharma Science Limited, whether individually or taken together with previous transactions during the financial year 2025-26, which are in the ordinary course of business and on arm’s length basis, and which may exceed 10% of the consolidated turnover of the Company, provided that the total value of such transaction(s) shall not exceed `4,000 million (~USD 47.1 million) during the said financial year.
RESOLVED FURTHER that all the related parties to the said transaction shall be abstained from voting on this resolution in accordance with the applicable laws and regulations.
RESOLVED FURTHER that the Board of Directors of the Company (which expression shall include any Committee thereof or person(s) authorized by the Board) be and is hereby authorized to do all such acts, deeds, matters and things and execute all such documents, undertakings and writings as may be necessary, desirable, or expedient to give effect to this resolution, including settling any questions or difficulties that may arise in this regard.”
Item 6: Approval of material related party transactions (RPTs) of the Company with Strides Pharma Inc, USA, (Wholly owned subsidiary (WOS) of Strides Pharma Science Limited)
To consider and, if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution
“ RESOLVED that pursuant to the provisions of Section 177, 188 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made there under and the Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the Listing Regulations”) including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with SEBI Master Circular dated 11[th] November, 2024 and the Company’s Policy on materiality and dealing with related party transactions and in accordance with the omnibus approval and recommendation of the Audit Committee and recommendation of the Board and subject to such other approvals as may be necessary, the approval of the Shareholders be and is hereby accorded to the company for entering into or continuing with material related party transaction(s) with Strides Pharma Inc., USA, whether individually or taken together with previous transactions during the financial year 2025-26, which are in the ordinary course of business and on arm’s length basis, and which may exceed 10% of the consolidated turnover of the Company, provided that the total value of such transaction(s) shall not exceed `5,200 million (~USD 61.2 million) during the said financial year.
RESOLVED FURTHER that all the related parties to the said transaction shall be abstained from voting on this resolution in accordance with the applicable laws and regulations.
RESOLVED FURTHER that the Board of Directors of the Company (which expression shall include any Committee thereof or person(s) authorized by the Board) be and is hereby authorized to do all such acts, deeds, matters and things and execute all such documents, undertakings and writings as may be necessary, desirable, or expedient to give effect to this resolution, including settling any questions or difficulties that may arise in this regard.
By Order of the Board For OneSource Specialty Pharma Limited (Formerly Stelis Biopharma Limited)
Trisha A
Date: August 04, 2025 Place: Bengaluru
Company Secretary ICSI Membership No. A47635
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Notes:
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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (Act) with respect to the special businesses’ forms part of the Notice.
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The Ministry of Corporate Affairs (MCA), Government of India, vide its General Circular No. 14/ 2020 dated April 8, 2020, General Circular No. 17/ 2020 dated April 13, 2020, General Circular No. 20/ 2020 dated May 05, 2020, General Circular No. 10/ 2022 dated December 28, 2022, General Circular No. 09/ 2023 dated September 25, 2023 and General Circular No. 09/2024 dated September 19, 2024 (collectively “General Circulars”) and Securities and Exchange Board of India (SEBI) vide its Circular No. SEBI/ HO/CFD/CFDPoD-2/P/ CIR/2023/167 dated October 07, 2023 and Circular No. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (SEBI Circulars), have permitted companies to conduct General Meetings through Video Conference (VC) or Other Audio Visual Means (OAVM) up to September 30, 2025, subject to compliance of various conditions mentioned therein.
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In compliance with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), General Circulars and SEBI Circulars, AGM of the Company is being held through VC/ OAVM. Shareholders can attend and participate in the AGM through VC/ OAVM only.
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In compliance with the General Circulars, Notice of the 18[th] AGM along with the Annual Report for FY25, are being sent only through electronic mode to those Shareholders whose email IDs are registered with the Company/ Depositories/ Depository Participants/ RTA. Communication of assent/ dissent of the Shareholders shall take place only through e-voting.
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Shareholders may note that the AGM Notice and Annual Report for FY25 shall also be available on the Company’s website www.onesourcecdmo.com; website of the Stock Exchanges i.e., BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com), and on the website of Integrated Registry Management Services Private Limited (Integrated/ RTA) at https: www. integratedregistry.in.
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Further, in terms of Regulation 36 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”), a letter containing the web link and path to access the Company’s Annual Report is being sent to shareholders who have not registered their email addresses with the Company, the Depository, RTA.
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Shareholders who require printed copy of the Annual Report may write to the RTA/ Company at [email protected] or investor-relations@ onesourcecdmo.com.
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Deemed venue for the AGM shall be Registered Office of the Company.
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Company has appointed NSDL to provide VC/OAVM facility for 18[th] AGM of the Company.
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Further, in compliance with the provisions of Section 108 of the Act, read with relevant Rules, Secretarial Standard on General Meetings (SS-2), Regulation 44 of Listing Regulations and General Circulars, the facility for remote e-voting and e-voting in respect of the businesses to be transacted at the AGM is being provided by the Company through NSDL.
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General instructions for accessing and participating in the AGM through VC/ OAVM Facility and voting through electronic means including remote e-voting is enclosed as Annexure 3 .
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Shareholders who have cast their vote by remote e-voting prior to the meeting may attend the meeting but will not be entitled to cast their vote again at the meeting.
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AGM Live Webcast and two-way conference Facility Pursuant to Regulation 44 of Listing Regulations and Para 3 Clause A (III) of General Circular No. 14/ 2020 dated April 8, 2020 issued by MCA, Government of India, the Company has made arrangements for twoway live webcast of the proceedings of AGM.
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Details of webcast link shall be made available on the website of the Company at www.onesourcecdmo. com. Facility for joining the AGM through VC/ OAVM shall be open 30 minutes before the scheduled time for commencement of AGM and shall be closed 30 minutes after such scheduled time.
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In view of AGM being held by VC/ OAVM
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i) Physical attendance of Shareholders has been dispensed with;
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ii) The facility for appointment of proxies by the Shareholders shall not be available for the AGM and hence Proxy Form and Attendance Slip are not annexed to this Notice;
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iii) Shareholders attending the AGM through VC shall be counted for the purpose of reckoning quorum under Section 103 of the Act; and
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iv) Route map for the location of the meeting is not provided.
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Shareholders who have multiple folios in identical names or joint names in the same order are requested to intimate the RTA about these folios to enable consolidation of all such shareholdings into one folio.
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ANNEXURE TO NOTICE
ADDITIONAL INFORMATION PURSUANT TO REGULATION 36 OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA / STATEMENT SETTING OUT MATERIAL FACTS (EXPLANATORY STATEMENT) PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
In conformity with the provisions of Section 102 of the Companies Act, 2013 read with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following explanatory statement and annexures thereto setting - out all material facts relating to Special Business as set - out at Item No. 3, 4, 5 and 6 of the accompanying Notice, should be taken as forming part of this Notice.
Item 3: Remuneration payable to M. Ashok Kumar, Cost Auditor of the Company for FY 2025-26
The Cost Audit Records of the Company is maintained in line with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force.
Based on the recommendation of Audit Committee, Board of Directors of the Company, have approved the appointment of M. Ashok Kumar, Cost Accountant (Firm Registration No. 102240) as cost auditor of the Company at a remuneration not exceeding ` 1.2 million only excluding applicable taxes and out-of-pocket expenses, for FY 2025-26, subject to their remuneration being confirmed by the Shareholders of the Company. Coverage of cost audit includes Company’s manufacturing divisions at OneSource: Unt I, Unit II, SPD, BLD and Softgels manufacturing division.
Proposed Remuneration
Considering the scope of audit, time and resources deployed by the Cost Auditor, a remuneration not exceeding `1.2 million only (excluding out-of-pocket expenses and applicable taxes) has been recommended by the Board of Directors of the Company for FY26. Board of Directors of the Company believe that the proposed fee is fair and reasonable and does not, in any way, impair the independence or professional judgment of the Cost Auditor.
None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution at Item No. 3 of the Notice. The Board recommends the passing of this Resolution at Item No. 3 of the accompanying Notice in the interest of the Company.
Item 4: Appointment of M/s. DV & Associates, Company Secretaries (Firm Registration No. P2020KE83600) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years
Pursuant to Section 204 of the Companies Act, 2013 (‘the Act’) the Company has to annex to its Board’s Report a Secretarial Audit Report given by a practicing company secretary in the format as may be prescribed. Rule 9 of the Companies (Appointment and Remuneration) Rules 2014 prescribes Form MR-3 for the said Secretarial Audit Report.
Further, Section 179 of the Act read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 provide that the appointment of Secretarial Auditor shall be made at the meeting of the Board. SEBI vide its notification dated 12[th] December, 2024 amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (the Listing Regulations). The Amended regulation read with the SEBI circular no. SEBI/HO/ CFD/CFDPoD-2/CIR/P/2024/185 dated 31[st] December, 2024 (the Circular) have inter-alia prescribed the term of appointment/re-appointment, eligibility, qualifications and disqualifications of Secretarial Auditor of a Listed Company.
As per the Regulation 24A of the Listing Regulations, a Company and its material unlisted subsidiary company, if any, is required to undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and annex a Secretarial Audit Report in such form as specified by SEBI, with the annual report of the Company.
Further, every Listed Company on the recommendation of the Board of Directors shall appoint or re-appoint (i) an Individual as Secretarial Auditor for not more than one term of five consecutive years or (ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years with the approval of its shareholders in its Annual General Meeting.
Board’s recommendation
In accordance with the above, the Board of Directors at its meeting held on May 05, 2025 considered, approved and recommended to the Shareholders of the Company for their approval, the appointment of M/s. DV & Associates, a firm of Company Secretaries in practice, (Firm Registration Number: P2020KE083600)), as Secretarial Auditors of the Company at the ensuing 18[th] Annual General Meeting for a term of 5 consecutive years, to conduct Secretarial Audit of five consecutive financial years respectively ending on 31[st] March, 2029 (the “Term”).
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M/s. DV & Associates have consented to the said appointment and confirmed that their appointment, if made, would be within the limit specified by the Institute of Companies Secretaries of India. They have further confirmed that they hold a valid peer review certificate issued by ICSI and that they are not disqualified from being appointed as Secretarial Auditors in term of provisions of the Companies Act, 2013, the Companies Secretaries Act, 1980 and Rules and Regulations made thereunder and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and the Circular.
Proposed remuneration payable to M/s. D.V & Associates for secretarial audit services for FY 2025-26 is ` 50,000/(Indian Rupees Fifty Thousand only) (excluding applicable taxes and reimbursement of out-of-pocket expenses). The remuneration for remaining tenure would be fixed by the Board of Directors of the Company, from time to time.
The Board after taking into account the qualification and experience of M/s. DV & Associates and the certificate submitted by them, was of the opinion that they are qualified to be appointed as the Secretarial Auditors of the Company in accordance with the Listing Regulations and the Circular, the qualification and experience of M/s. DV & Associates is commensurate with the size and requirements of the Company and have accordingly recommended their appointment as the Secretarial Auditors for the term, as set out in the proposed resolution, to the Shareholders of the Company.
M/s. D.V & Associates were the Secretarial Auditor for the Company for the financial year ended March 31, 2025 and the remuneration paid to him was ` 50,000/- (Indian Rupees Fifty Thousand only).
Brief profile of M/s. DV & Associates, Company Secretaries in practice is annexed as Annexure 2 .
None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Resolution at Item No. 4 of the Notice. The Board recommends the passing of this Resolution at Item No. 4 of the accompanying Notice in the interest of the Company.
The Board recommends the passing of this Resolution at Item No. 4 of the accompanying Notice in the interest of the Company.
Other disclosures:
No order has been passed by ICSI/SEBI/MCA/any other competent authority/Court, both in India or outside India, in past five years against the proposed secretarial auditor.
The consent cum certificate and Peer Review Certificate received from DV & Associates, shall be available for inspection by the Shareholders in electronic form up to the date of Annual General Meeting. The members seeking to inspect these documents may send an email request to CS@ onesourcecdmo.com.
Item No. 5: Approval of material related party transactions (RPTs) of the Company with Strides Pharma Science Limited (SPSL)
As per the provisions of Section 177, 188 of the Companies Act, 2013 (“Act”), transactions with related parties which are on an arm’s length basis and in the ordinary course of business, are exempted from the obligation of obtaining prior approval of shareholders. However, as per the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), such transactions, if material, requires the approval of shareholders through an ordinary resolution, notwithstanding the fact that the same are on an arm’s length basis and in the ordinary course of business and no related party shall vote to approve such Resolution whether an entity is a related party to the particular transaction or not.
Further in terms of Regulation 23 (1) of SEBI Listing Regulations, a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ` 1,000 Crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.
Shareholders may kindly note that Strides Pharma Science Limited, is a related party of the company in terms of Section 2(76) of the Act and Regulation 2(1) (zb) of the SEBI Listing Regulations. The Company as part of its ordinary course of business has entered into/proposed to enter into agreements/arrangements/transactions with the Company.
Background for the RPT / proposed RPT: Creation of OneSource
On 25[th] September 2023, the Board of Directors of (1) OneSource Specialty Pharma Limited (formerly Stelis Biopharma Limited), (2)Strides Pharma Science Limited and (3) Steriscience Specialties Private Limited, approved a Scheme of Arrangement to bring together the Soft Gelatine business of Strides Pharma Science Limited, Complex Injectables business of Steriscience and Biologics CDMO business of the Company to create OneSource, a multimodal pure-play specialty pharmaceutical CDMO.
The Scheme received overwhelming support from the shareholders and creditors and was approved by the Hon'ble National Company Law Tribunal, Mumbai Bench vide its order dated November 14, 2024 (certified copy of which was received on November 26, 2024) and the Company’s equity shares were listed on NSE and BSE on January 24, 2025.
In terms of the Scheme, Identified CDMO Business and Soft Gelatin Business of Strides became part of the Company and as per the Scheme Identified CDMO Business and “Soft Gelatin Business” included the business of manufacturing of oral soft gelatins for its customers and under contract
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development and manufacturing arrangement, carried on by Strides at the plant located at KRS Gardens, Bangalore, along with related assets, customer contracts, employees, and intellectual properties.
To enable the above, Company has entered into a manufacturing and support service agreement dated November 16, 2024 with Strides Pharma Science Limited
(SPSL) by virtue of which our Company has access and manufacturing rights within the premise situated at KRS Gardens, Suragajakkanahalli, Bengaluru south, Jigani - Anekal Rd, Bengaluru-562 106, Karnataka. This agreement shall remain in force up to 31[st] March 2029. The Company has a vision to build an independent facility for soft gelatin capsules within five years.
Transactions are briefly categorised in two buckets as per the below: Table A
Table A |
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|---|---|---|
| Category | Transaction Type | Remarks |
| Recurring Services | • Purchase of | The Company received scheme approval from the Hon’ble NCLT on November |
| FY26`1,500 million | Services (Job work | 27, 2024. As a result of the Scheme, the soft gelatine business of Strides was |
| (Actual FY25 | under loan license) | acquired by OneSource. |
| `1,444 million) | • Support Services | The Company has entered into an agreement with SPSL under which the |
| provided for | Company will have access to and manufacturing rights within the premises | |
| Quality Assurance, | situated at KRS Gardens under loan licence arrangement. To support this | |
| regulatory and G&A | arrangement, Strides will charge a monthly job work fee and admin charges | |
| expenses of plant • Reimbursement of Services |
and manage the manufacturing process. This transaction is carried out at an arm’s length price (ALP) and has been assessed in the previous fnancial year. The same principle for pricing is applied in the current fnancial year. |
|
| • Rental Expenses | ||
| One-time | • Purchase of | As part of the transition, all customer/supplier contracts and relationship are |
| FY26`2,500 million | Material | being novated to OneSource. A few customer/ supplier contracts have not |
| (Actual FY25 | • Revenue from | been fully novated due to regulatory/ customer approvals in progress. |
| `363 million) | Operation | To ensure business continuity, Strides India, has proactively assumed |
| temporary responsibility for managing and servicing key customer and | ||
| supplier relationships wherein the contract novation is still in progress. | ||
| This measure ensures operational stability during the transition period | ||
| and reinforces our commitment to delivering consistent value. SPSL will | ||
| continue to support the Company till the time the novation is completed, | ||
| and all approvals are obtained. The revenue/ purchase/ maintenance capex | ||
| will be reimbursed with a 5% mark-up as per arm’s length pricing principles. | ||
| These transactions are expected to be only for the transition period. All the | ||
| regulatoryand other approvals are expected to be secured in FY26. |
Shareholders are kindly informed that the Audit Committee and the Board of Directors, at their respective meetings have approved and recommended the above proposal for shareholders’ approval by way of an ordinary resolution.
The validity of the above proposal, post approval of the Shareholders, shall be applicable from the period April 01, 2025 to March 31, 2026.
The relevant information in terms of SEBI Circular No. SEBI/ HO/ CFD/ CMD1/ CIR/ P/ 2021/ 662 dated November 22, 2021, are given below:
| # | Description | Details |
|---|---|---|
| 1. | Name of the related party, its relationship | Strides Pharma Science Limited (Strides), |
| with the Company including nature of concern or interest(fnancial or otherwise) |
Strides is a promoter group entity and Arun Kumar is common Promoter and Director(Non-Executive) |
|
| 2. | Type, material terms and particulars of the proposed | • Sale of goods/services (revenue from operations) |
| transaction | • Reimbursement of expenses incurred |
|
| • Support service charges (sharing of common resources |
||
| and expenses) | ||
| • Lease payments for premises (rental expenses) |
||
| • Procurement of materials andprofessional services |
||
| 3. | Tenure of theproposed transaction | April 01,2025 to March 31,2026 |
| 4. | Value of theproposed transaction | Not exceeding `4,000 million(~USD 47.1 million) |
| 5. | The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding fnancial year, that |
Value of the proposed transaction as a % age of the annual consolidated turnover is: ~28% |
| is represented by the value of the proposed transaction | Consolidated annual turnover of the company for FY 2025 is | |
| `14,448.53 million(~USD 170 million) |
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| # | Description | Details |
|---|---|---|
| 6. | If the transaction relates to any loans, inter-corporate | |
| deposits, advances or investments made or given by the | ||
| listed entityor its subsidiary: | ||
| i) | details of the source of funds in connection with the | Not Applicable |
| proposed transaction | ||
| ii) | where any fnancial indebtedness is incurred to make | |
| or give loans, inter-corporate deposits, advances or | ||
| investments, nature of indebtedness; cost of funds; and | ||
| tenure | ||
| iii) | applicable terms, including covenants, tenure, interest | |
| rate and repayment schedule, whether secured or | ||
| unsecured;if secured,the nature of security | ||
| iv) | the purpose for which the funds will be utilized by the ultimate benefciaryof such fundspursuant to the RPT |
|
| 7. | Justifcation as to why the RPT is in the interest of the | Refer Table A |
| Company | ||
| 8. | A copy of the valuation or other external party report, if | All transactions with Strides Pharma Science Limited are |
| any such report has been relied upon | in the ordinary course of business and at arm’s length. |
All transactions with Strides Pharma Science Limited are in the ordinary course of business and at arm’s length. Accordingly, the requirement of valuation report is not applicable.
- Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis
The related party transaction not exceeding 4,000 million (~USD 47.1 million) represents ~ 9% of Strides Pharma Science Limited’s consolidated turnover of45,653.35 million (~USD 537.09 million) for FY 25
(Conversion rate considered for 1 USD is `85)
Except Arun Kumar, Promoter and Non-Executive Director (DIN: 00084845) of the company, none of the other Directors and Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No.5.
Basis the rationale and justification provided above, the Board recommends ordinary resolution under Item No. 5 of the accompanying Notice for approval of Shareholders.
Item 6: Approval of material related party transactions (RPTs) of the Company with Strides Pharma Inc, USA, (SPI) (Wholly owned subsidiary (WOS) of Strides Pharma Science Limited, India)
As per the provisions of Section 177, 188 of the Companies Act, 2013 (“Act”), transactions with related parties which are on an arm’s length basis and in the ordinary course of business, are exempted from the obligation of obtaining prior approval of shareholders. However, as per the provisions of Regulation 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), such transactions, if material, requires the approval of shareholders through an ordinary resolution, notwithstanding the fact that the same are on an arm’s length basis and in the ordinary course of business and no related party shall vote to approve such Resolution whether an entity is a related party to the particular transaction or not.
Further in terms of Regulation 23 (1) of SEBI Listing Regulations, a transaction with a related party shall be considered material if the transaction(s) to be entered into
individually or taken together with previous transactions during a financial year, exceeds `1,000 Crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.
Shareholders may kindly note that Strides Pharma Inc, USA is a related party of the company in terms of Section 2(76) of the Act and Regulation 2(1) (zb) of the SEBI Listing Regulations. The Company as part of its ordinary course of business has entered into/proposed to be entered into agreements/arrangements/transactions with the Company. The transactions to be entered into are majorly in the nature of a) sale, purchase, lease or supply of goods or business assets or property or equipment; b) availing or rendering of services and c) transfer of any resources, services or obligations to meet business objectives/requirements, etc.
Background for the RPT/ proposed RPT:
Pursuant to the approved scheme of arrangement, the soft gelatine business of Strides was acquired by OneSource. However, the front-end operations for the soft gelatine business in the US market continue to be performed by SPI. These cross-entity transactions will be undertaken at arm’s length prices and independently assessed by an external expert at the end of the financial year.
As explained under explanatory statement to Item 5 of this notice, OneSource was formed through a Scheme of Arrangement with Strides Pharma Science Limited wherein Identified CDMO Business and Soft Gelatin Business became part of OneSource.
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Strides Pharma’s business model for Softgel business included using Strides Pharma Inc, USA,(SPI) a wholly owned subsidiary of Strides Pharma Science Limited as a front-end business in US market. OneSource proposes to continue the same structure and will be selling products for US business through Strides Inc at arm’s length basis.
Shareholders are kindly informed that the Audit Committee and the Board of Directors, at their respective meetings, have approved and recommended the above proposal for shareholders’ approval by way of an ordinary resolution.
The transactions are briefly categorised in two buckets as per the below:
Table B
Table B |
||
|---|---|---|
| Category | Transaction Type | Remarks |
| Front-end Business | • Revenue from | Following the implementation of the Scheme pursuant to NCLT Order, |
| in US market | Operations | OneSource has successfully acquired the soft gelatine business from Strides. |
| FY26`5,000 million | As a multimodal, pure-play specialty pharma CDMO, OneSource operates | |
| (FY25`2,761 | in the B2B segment, focusing on high-value contract development and | |
| million) | manufacturing services. | |
| SPI, in contrast, is a B2C-focused entity for over 12 years, supported by a | ||
| robust workforce of more than 200 employees. With its deep-rooted presence | ||
| and proven capabilities in the US market, it is strategically appropriate for | ||
| OneSource to continue leveraging SPI for front-end operations in the region. | ||
| All intercompany transactions between OneSource and SPI will be conducted | ||
| at arm’s length prices (ALP), in line with global transfer pricing standards. These transactions are independently assessed by a qualifed third-party expert at the end of the fnancial year, ensuring transparency, regulatory |
||
| compliance,and robustgovernance. | ||
| Sharing of Common | • Reimbursement of | OneSource is actively building its global footprint as a leading CDMO, with a |
| Resources and | Expenses | focus on establishing a strong international presence. To enable this growth, |
| infrastructure FY26 | • Support Services | the company is hiring talent and forming strategic partnerships across key |
| `200 million | • Rental Expenses | markets. |
| (FY25`30 million) | While the company works toward establishing its own statutory infrastructure | |
| and geographical presence worldwide, it is currently leveraging SPI’s existing | ||
| operational framework to support its international activities. This includes | ||
| the below mentioned activities which over a period of time is intended to be | ||
| done in-house: | ||
| • Onboarding employees in compliance with local regulations |
||
| • Managing and reimbursing select operational expenses |
||
| • Assisting with lease arrangements |
||
| • Providing other support services aligned with US statutory requirements |
||
| To ensure transparency and regulatory compliance, all such intercompany | ||
| transactions are conducted at arm’s length pricing (ALP), with a 5% mark-up | ||
| applied as an external benchmark. This pricing structure reflects fair market | ||
| value and is consistent withglobal transferpricingnorms. |
The validity of the above proposal, if approved by the Shareholders, shall be from April 01, 2025 to March 31, 2026.
The relevant information in terms of SEBI Circular No. SEBI/ HO/ CFD/ CMD1/ CIR/ P/ 2021/ 662 dated November 22, 2021, are given below:
| are | given below: | |
|---|---|---|
| # | Description | Details |
| 1. | Name of the related party, its relationship | Strides Pharma Inc, USA |
| with the Company including nature of concern or interest (fnancial or otherwise) |
(WOS of Strides Pharma Science Limited) Arun Kumar is common Promoter and Non-Executive Director in |
|
| OneSource and Strides Pharma Science Limited. | ||
| 2. | Type, material terms and particulars of the | • Sale of goods/services (revenue from operations) |
| proposed transaction | • Reimbursement of expenses incurred |
|
| • Support service charges (sharing of common resources and |
||
| expenses) | ||
| • Leasepayments forpremises(rental expenses) |
||
| 3. | Tenure of theproposed transaction | April 01,2025 to March 31,2026 |
| 4. | Value of theproposed transaction | Not exceeding `5,200 million(~USD 61.2 million) |
| 5. | The percentage of the listed entity’s annual | Value of the proposed transaction as a % age of the annual consolidated |
| consolidated turnover, for the immediately preceding fnancial year, that is represented |
turnover is: ~36% Consolidated annual turnover of the company for FY 2025 is`14,448.53 |
|
| bythe value of theproposed transaction | million(~USD 170 million) |
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| # | Description | Details |
|---|---|---|
| 6. | If the transaction relates to any loans, inter- | Not Applicable |
| corporate deposits, advances or investments | ||
| made or given by the listed entity or its | ||
| subsidiary: | ||
| i) | details of the source of funds in connection | |
| with theproposed transaction | ||
| ii) | where any fnancial indebtedness is incurred | |
| to make or give loans, inter-corporate | ||
| deposits, advances or investments, nature of | ||
| indebtedness;cost of funds;and tenure | ||
| iii) | applicable terms, including covenants, |
|
| tenure, interest rate and repayment schedule, | ||
| whether secured or unsecured; if secured, | ||
| the nature of security | ||
| iv) | the purpose for which the funds will be utilized by the ultimate benefciary of such |
|
| fundspursuant to the RPT | ||
| 7. | Justifcation as to why the RPT is in the | Refer Table B. |
| interest of the Company | ||
| 8. | A copy of the valuation or other external | All transactions with RP are in the ordinary course of business and at |
| party report, if any such report has been | arm’s length. Accordingly, the requirement of valuation report is not | |
| relied upon | applicable. | |
| 9. | Percentage of the counter-party’s annual | The related party transaction, not exceeding`5,200 million (~USD |
| consolidated turnover that is represented by | 61.2 million), represents ~23% of the consolidated turnover of Strides | |
| the value of the proposed RPT on a voluntary | Pharma Inc., USA for FY 25, which stands at`23,342.78 million (~USD | |
| basis | 266.24 million). |
(Conversion rate considered for 1 USD is `85)
Except Arun Kumar, common promoter of the company, none of the other Directors and Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No.6.
Basis the rationale and justification provided above, the Board recommends ordinary resolution under Item No. 6 of the accompanying Notice for approval of Shareholders.
By Order of the Board For OneSource Specialty Pharma Limited (Formerly Stelis Biopharma Limited)
Date: August 04, 2025 Place: Bengaluru
Trisha A Company Secretary ICSI Membership No. A47635
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Annexure 1
Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India, the following information is furnished about the Directors proposed to be re-appointed
Brief Profile of Arun Kumar
Arun Kumar is a first-generation entrepreneur, Arun Kumar is known for building high-impact businesses in complex and regulated sectors. He founded Strides Pharma in 1990, scaling it into a global pharmaceutical player with a differentiated model and over USD 5 billion in shareholder value creation, along with one of the most extensive dividend distributions by a pharmaceutical company in India. He holds a bachelor's degree in commerce and through his family office established in the early 2000s, he has led strategic investments across multiple businesses with a combined revenue exceeding USD 1 billion and invested capital of over USD 500 million. The businesses under his leadership operate in over 100 countries, employ more than 7,000 people and include over 25 manufacturing facilities worldwide.
His contributions have earned him several accolades, including:
-
y EY Entrepreneur of the Year (Healthcare) in 2000,
-
y Business Today’s India Best CEO Award (Mid-sized companies)
-
y Best CEO in the Pharma & Healthcare Industry in 2014.
In terms of Section 152 of the Act, the term of office of Arun Kumar is subject to retirement by rotation at the ensuing 18[th] AGM, and being eligible, seeks re-appointment. He has been rated highly in the annual performance evaluation carried out by all the Board Members which inter alia included the various parameters including leadership, knowledge, competency, contribution, industry knowledge, and strategic guidance in business growth and governance.
The Company has received requisite consent for his re-appointment and has also received all the required disclosures including declaration in Form DIR-8 that he is not disqualified pursuant to Section 164(2) of the Companies Act, 2013 (“Act”) and that he is not debarred or restrained from acting as a director by any SEBI order or by any other such authority.
Other details of Arun Kumar, pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 are as below:
==> picture [497 x 288] intentionally omitted <==
----- Start of picture text -----
DIN 00084845
Nationality Indian
Age 64 years
Qualification Refer brief profile as stated above
Experience and nature of expertise in specific functional area
(brief resume)
Date of first appointment on the Board April 07, 2021
Terms and conditions of appointment Non-Executive Director liable to retire by rotation.
Details of remuneration, if any Arun does not draw any remuneration from the Company
in his capacity as Non-Executive Director
Shareholding in the Company (number of shares as on the 0.85%
date of this AGM Notice)
Relationship with other Directors, Manager and other Key None
Managerial Personnel (inter-se)
Number of Board Meetings attended during FY-25 and FY-26 For FY 25: He attended 7 meetings among 14 in total.
(up to the date of this AGM Notice) For FY 26: Till the date of this notice, 2 meetings were held
and he attended 1 meeting.
Directorships held in other companies* (upto the date of this 1. Strides Pharma Science Limited
AGM Notice) 2. Solara Active Pharma Science Limited
Membership/ Chairmanship of Committees in other Public 1. Strides Pharma Science Limited – Member in
Companies# Stakeholders Relationship Committee
Name of listed companies from which Director has resigned None
in past three years
----- End of picture text -----**
*Does not include foreign Companies and private Companies.
Includes Membership/Chairmanship of Audit Committee and Stakeholders’ Relationship Committee only
**In FY 2024–25, the Company convened more than usual number of Board meetings (a total of 14) primarily driven by the need for significant regulatory approvals in connection with the NCLT process and listing-related matters. Arun Kumar attended 7 of these meetings among 14 in total, including all those involving the adoption of financial statements and other key strategic meeting. The meetings he was unable to attend due to his official business travel commitments, were mainly routine and regulatory in nature, related to statutory approvals of NCLT, merger and listing process.
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Annexure 2
Brief Profile of M/s DV & Associates
Established in 2020 by CS Vivek Kumar and CS Dhanya Paul, DV & Associates is a dynamic firm of Company Secretaries located in Kochi dedicated to simplifying the complexities of corporate law. With a foundation built on extensive research, we offer a comprehensive suite of services, encompassing company secretarial work, representation before statutory bodies, and robust compliance and governance solutions. Driven by the motto “Clarity with Simplicity” DV & Associates is committed to providing accessible and insightful guidance, aiming to set the standard for excellence in their practice.
Partners
CS Vivek Kumar M.Com., LL.B, FCS
CS Vivek Kumar, the Managing Partner of DV & Associates, brings a wealth of expertise to the firm, fortified by a postgraduate degree in Commerce, a law degree, and fellow membership with the ICSI. With 13 years of dedicated experience, he excels in navigating complex company law procedures, representing clients before statutory authorities, and crafting robust compliance and governance frameworks. Notably, his proven track record includes successfully steering mergers and amalgamations through the National Company Law Tribunal and executing fast-track
mergers via the Regional Director, Ministry of Corporate Affairs, demonstrating a deep understanding and mastery of corporate restructuring. Moreover, he possesses a valuable and extensive expertise in FEMA procedures, as well as Arbitration and Mediation, adding further depth to his comprehensive skill set.
CS Dhanya Paul M.Com, FCS
CS Dhanya Paul, a Fellow Member of the ICSI and postgraduate in Commerce, contributes 6 years of focused expertise to DV & Associates, specializing in Company Law Procedures, compliance, and governance. Her dynamic approach particularly shines in her dedication to accelerating startup growth and navigating the complexities of SEBI compliances. With a keen understanding of the evolving business landscape, she provides invaluable guidance to clients, ensuring they thrive within the regulatory framework.
Disclosure and confirmation:
M/s. DV & Associates has given its consent to act as the Secretarial Auditors, confirmed that they hold a valid peer review certificate issued by ICSI and that they are not disqualified from being appointed as Secretarial Auditors.
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Annexure 3
GENERAL INFORMATION TO SHAREHOLDERS
1. Pursuant to the Scheme of Arrangement approved by Hon’ble National Company Law Tribunal (“NCLT”) amongst OneSource and Strides Pharma Science Limited along with other group entities, shares were allotted to eligible shareholders. As part of the process, certain shares, particularly those where shareholder details were incomplete or unverified, were transferred to the Demat Suspense Account in accordance with regulatory requirements.
2. All shares of OneSource are in dematerialized form, including those held in the Unclaimed Suspense Account.
3. To claim these shares, eligible shareholders must submit demat account details and KYC documents to the Company’s Registrar and Transfer Agent (RTA).
4. Upon verification, the shares will be transferred to the shareholder’s demat account.
5. Documents required from shareholders to claim shares from the Demat Suspense Account:
-
a) Request letter signed by the shareholder(s)
-
b) Client Master List (CML) attested by the DP/ shareholder(s)
During this period, all securities re-lodged for transfer (including requests currently pending with the listed company or its Registrar and Transfer Agent (RTA) as on date) shall be processed only in dematerialized (demat) mode. The due process, as prescribed under applicable regulations, to be followed for all such transfer-cumdemat requests.
Shareholders are requested to make use of this opportunity and reach out to RTA/ Company for any support that they may require.
8. Inspection of Documents
All documents referred in this AGM Notice shall be available for inspection electronically.
In addition, following documents shall also be available for inspection electronically:
-
y Certificate from the Secretarial Auditor relating to the Company’s Stock Options under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
-
y Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under the Companies Act, 2013.
-
c) Self-attested PAN card (with date)
-
d) Self-attested address proof (with date)
-
e) Copy of Allotment/Transaction statement, if available
Note: Please submit the required documents to the RTA at the earliest to complete the transfer process.
6. Withdrawal of the requirement of Freezing of Folios SEBI vide its Circular SEBI/ HO/ MIRSD/ POD-1/ P/ CIR/2023/181 dated November 17, 2023 has done away with the requirement of freezing of folios and referring frozen folios to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/ or Prevention of Money Laundering Act, 2002.
7. Special Window for Re-lodgement of Transfer Requests of Physical Shares
- Pursuant to SEBI Circular vide SEBI/ HO/ MIRSD/ MIRSD-PoD/ P/ CIR/ 2025/ 97 dated July 2, 2025, a special window has been opened for a period of six months from July 7, 2025 till January 6, 2026, exclusively for re-lodgement of transfer deeds, which were lodged by the shareholders prior to the deadline of April 01, 2019 and rejected/ returned/ not attended to due to deficiency in the documents/ process/ or otherwise.
9.
- Shareholders seeking to inspect the above documents can also send an email to [email protected]
Scrutinizer for the AGM
- Pradeep Bheemsen Kulkarni, Practicing Company Secretary (ICSI Membership No. F7260 and CP:7835) of M/s. V Sreedharan & Associates, Company Secretaries, Bengaluru, has been appointed as the Scrutinizer to scrutinize the remote e-voting process and e-voting at the AGM in a fair and transparent manner.
Scrutinizer shall submit his Report on the resolutions proposed to be passed at the AGM to the Chairperson or Company Secretary of the Company after completion of the scrutiny.
Results of the meeting along with Scrutinizer Report shall be declared by the Chairperson or the Company Secretary of the Company on or before Wednesday, September 24, 2025 and shall be communicated to BSE Limited and The National Stock Exchange of India Limited (“Stock Exchanges”) where the equity shares of the Company are listed. Results of the meeting shall also be displayed on the notice board at the Registered Office of the Company for a period of 3 (Three) days, on the Company’s website at www.onesourcecdmo. com and on the website of Integrated at https://www. integratedregistry.in/
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Instructions for attending AGM through VC/OAVM
-
Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OAVM.
-
Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
-
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/ OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 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.
-
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
-
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standards on General Meet ings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (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. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. 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.
-
In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.onesourcecdmo. com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl. com.
-
AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time
The instructions for members for remote e-voting and joining general meeting are as under:-
The remote e-voting period begins on Wednesday, September 17, 2025 at 09:00 Hours (IST) and ends on Sunday, September 21, 2025 at 17:00 Hours (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. Monday, September 15, 2025, 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 September 15, 2025.
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.
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Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders
Login Method
-
Individual 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/ Shareholders holding evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., securities in demat Verification code and generate OTP. Enter the OTP received on registered email id/mobile mode with NSDL. 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.
-
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 re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
-
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
-
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.
-
Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.
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-
Type of shareholders Login Method Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing Shareholders holding user id and password. Option will be made available to reach e-Voting page without any securities in demat further authentication. The users to login Easi /Easiest are requested to visit CDSL website mode with CDSL www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
-
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting 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.
-
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.
-
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 evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
| Individual | You can also login using the login credentials of your demat account through your Depository |
|---|---|
| Shareholders | Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to |
| (holding securities | see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository |
| in demat mode) | site after successful authentication, wherein you can see e-Voting feature. Click on company |
| login through | name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of |
| their depository | NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting |
| participants | duringthe 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 | Members facing any technical issue in login can contact NSDL helpdesk by |
| securities in demat mode with NSDL | sendinga request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding | Members facing any technical issue in login can contact CDSL helpdesk by |
| securities in demat mode with CDSL | 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.
- Your User ID details are given below :
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OneSource Specialty Pharma Limited
AGM Notice
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical
Your User ID is:
- a) For Members who hold shares 8 Character DP ID followed by 8 Digit Client ID in demat account with NSDL.
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
- 16 Digit Beneficiary ID
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b) For Members who hold shares in demat account with CDSL.
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in demat account with CDSL. For example if your Beneficiary ID is 12** then your user ID is 12**
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c) For Members holding shares in EVEN Number followed by Folio Number registered with the company Physical Form. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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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.
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c) How to retrieve your ‘initial password’?
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(i) 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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(ii) 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:
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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.
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b) Physical User Reset Password? ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
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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.
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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?
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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.
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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”.
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Now you are ready for e-Voting as the Voting page opens.
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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.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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Integrated Annual Report 2024-25
General Guidelines for shareholders
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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 compliance@ sreedharancs.com with a copy marked to evoting@ nsdl.com. 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.
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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.
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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 at [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), AADHAR (self-attested scanned copy of Aadhar Card) by email to CS@ onesourcecdmo.com.
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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), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected] you are an Individual shareholders 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.
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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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OneSource Specialty Pharma Limited
AGM Notice
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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/ask questions during the meeting may register themselves as a speaker and send their request mentioning their name, demat account number/folio number, email id, mobile number at [email protected] from 16[th] September 2025 (9:00 Hours (IST)) to 18[th] September 2025 (17:00 Hours (IST)).
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Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company
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reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
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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 CS@ onesourcecdmo.com. The same will be replied by the company suitably.
When a pre-registered speaker is invited to speak at the meeting but he/ she does not respond, the next speaker will be invited to speak.
Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. Only questions of the Shareholders holding shares as on the cut-off date will be considered.
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Integrated Annual Report 2024-25