ORTIN GLOBAL LIMITED — Proxy Solicitation & Information Statement 2024

Mar 19, 2024

To, Date: 19.03.2024

1. BSE Limited,	2. National Stock Exchange of India Limited,
P.J. Towers, Dalal Street, Mumbai— 400001	Mumbai Bandra-Kurla Complex, Bandra (East), 400051

Dear Sir/Madam,

Sub: Notice for the Extra Ordinary General Meeting of the Company.

Ref: Scrip code BSE: 539287, NSE: ORTINLAB

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we here by submit Notice for 02/2022-23 Extra- Ordinary General Meeting of the Company to be held on Thursday, 11" day of April, 2024 at 11.00 A.M through Video Conference / Other Audio-Visual Means (VC/OAVM) facility in order to transact the following business:

• 1. Appointment of Mr. Pramod Dnyandeo Waghe (Din:10506276) as a Non-Executive Director of the company.
• 1. Appointment of Mr. Shashikant Shankarrao Igave (Din: 10506334) as a Non-Executive Director of the company.
• 1. To Change the Name of the Company from "ORTIN LABORATORIES LIMITED" to "ORTIN GLOBAL LIMITED".
• 1. Alteration of the Objects Clause of the Memorandum of Association of the Company.

Further, 04" April, 2024 is fixed as cut-off date for e-voting in connection with the Extra- Ordinary General Meeting of the Company.

This is for the information and records of the exchange, please.

Thanking you.

Yours sincerely, For Ortin Laboratories Limited

MURTHY SANKA Digitally signed by MURALI KRISHNA MURTHY SANKA Date: 2024.03.19 15:25:06 +05'30'

S. Murali Krishna Murthy Managing Director DIN: 00540632

Encl: as above

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 2™ EXTRA-ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF ORTIN LABORATORIES LIMITED FOR THE FINANCIAL YEAR 202425 WILL BE HELD ON THURSDAY, 11" DAY OF APRIL, 2024 AT 11:00 A.M. THROUGH VIDEO CONFERENCING (VC)/ OTHER AUDIO VISUAL MEANS (OVAM) TO TRANSACT THE FOLLOWING SPECIAL BUSINESS:

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. PRAMOD DNYANDEO WAGHE (DIN:10506276) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with the Companies (Appointment and Qualification of Directors) Rules, 2014 ('the Rules') including any statutory modification(s) or reenactment thereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Pramod Dnyandeo Waghe (DIN:10506276) who was appointed by the Board of Directors as an Additional Director (category Non- Executive) of the Company on the recommendation of Nomination and Remuneration Committee with effect from 13.02.2024 and who holds office up to the date of ensuing Annual General Meeting who is eligible for appointment as a Director, be and is hereby appointed as a Director (category Non- Executive) of the Company who shall be liable to retire by rotation."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, desirable, proper or expedient including filing of necessary e-forms with the Registrar of Companies, Telangana to give effect to this resolution."

2. APPOINTMENT OF MR. SHASHIKANT SHANKARRAO IGAVE (DIN: 10506334) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with the Companies (Appointment and Qualification of Directors) Rules, 2014 ('the Rules') including any statutory modification(s) or reenactment thereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Shashikant Shankarrao Igave (DIN: 10506334) who

was appointed by the Board of Directors as an Additional Director (category Non- Executive) of the Company on the recommendation of Nomination and Remuneration Committee with effect from 13.02.2024 and who holds office up to the date of ensuing Annual General Meeting who is eligible for appointment as a Director, be and is hereby appointed as a Director (category Non- Executive) of the Company who shall be liable to retire by rotation."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, desirable, proper or expedient including filing of necessary e-forms with the Registrar of Companies, Telangana to give effect to this resolution."

3. TO CHANGE THE NAME OF THE COMPANY:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT subject to the approval of the Central Government, Registrar of Companies, Hyderabad-Telangana, under Ministry of Corporate Affairs, pursuant to the provisions of Sections 4, 5, 13, 14 and all other applicable provisions, if any, of the Companies Act, 2013 read with the relevant rules there under (including any statutory modifications or reenactment thereof, for the time being in force) and Memorandum of Association and Articles of Association of the Company and necessary approval(s) required, if any, from appropriate authorities, including approvals under regulation 45 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Approval of the members be and is hereby accorded to change the name of the Company from "ORTIN LABORATORIES LIMITED" to "ORTIN GLOBAL LIMITED" or any other name as may be approved by the Central Registration Centre, Ministry of Corporate Affairs."

"RESOLVED FURTHER THAT consequent to aforesaid change of name of the Company, the Name Clause of the Memorandum of Association be and is hereby altered by substituting existing clause I with the following new clause I:

"I. The name of the Company is "ORTIN GLOBAL LIMITED".

"RESOLVED FURTHER THAT in the Articles of Association of the Company the name "ORTIN LABORATORIES LIMITED" be and is hereby substituted by "ORTIN GLOBAL LIMITED."

"RESOLVED FURTHER THAT wherever the name "ORTIN LABORATORIES LIMITED" is appearing in the Memorandum of Association and the Articles of Association of the Company, the same be and is hereby substituted by "ORTIN GLOBAL LIMITED".

"RESOLVED FURTHER THAT the Board be and is hereby authorized to make, sign and execute and file necessary applications, forms, papers, documents and furnish information as may be considered necessary or expedient including appointing attorney/s or authorized representatives under appropriate Letter/s of Authority/ies, to appear before the office of the Ministry of Corporate Affairs / Registrar of Companies, Stock Exchange where securities of the Company are listed and other Regulatory or Statutory Authority/ies, as may be required

from time to time and to do all such acts, deeds, matters and things as may be considered necessary to give effect to the above mentioned resolution."

4. ALTERATION OF THE OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modifications or reenactment thereof, for the time being in force) and the rules framed thereunder, and other applicable regulations, rules and guidelines issued, if any, and subject to approval of Honourable Ministry of Corporate Affairs, and any other appropriate regulatory / statutory authorities and subject to such terms, conditions, amendments or modifications as may be required or suggested by any such appropriate authority, the consent of the members of the Company be and is hereby accorded to alter and amend existing Clause IIT (A) [Main Objects] of the Memorandum of Association of Company by inserting sub-clause No. 4, and sub-clause No. 5 after existing sub-clause No. 3

• 1. To purchase, sell, manufacture, produce, grow, import, export, pack, repack, refine, acquire, process, store, distribute, exchange or otherwise deal in all types of medicines including Ayurvedic, Homeopathic, Allopathic, Unani, Biochemical, nature cure or any other medicinal system or branch of medicine research center, Ayurvedic Medical College, manufacturing and trading of ayurvedic and allopathic cosmetics including drugs, medicines, vitamins, tonics, herbal products, ointments, chemicals, spirits, mixtures, powders, tablets, pills, capsules, injections, balms, oils, compounds, extracts, tincture, mouth washes, cosmetics, toiletries, soaps, detergents, shampoo, creams, scents, perfumes and perfumery products including deodorisers, perfumed bath salts, flavours, sprays, scalp lotions, hair oil, hairdyes and tooth pastes and brushes and goods used in hospitals, nursing homes, clinics, laboratories and other health units beauty creams, lotions or personal hygiene, juices, squash, sharbat, nourishment foods and concentrates, bandages, cotton, crutches connected with or required for any one or more of the above mentioned items and products and to purchase, sell, manufacture, produce, grow, import, export, pack, repack, refine, acquire, process, store, distribute, exchange or otherwise deal in all types of Ayurvedic medicines, herbal products, ointments, spirits, mixtures, powders, tablets, pills, capsules, injections, balms, oils, compounds, extracts, tincture, mouth washes, cosmetics, toiletries, soaps, detergents, shampoo, creams, scents and juice"
• 1. To carry on the Business of real estate construction, real estate trading, mining, mining trading, ore trading, to carry on and engaged in the business of Real Estate

Development, Area Estate and Site Development and to carry on the business as a Planner, Builder, Real Estate Developer, Architect and Civil Engineers, Contractors, Real Estate Brokers, Agents, Brick Makers, and to build/construct own, operate, maintain, manage, control and administer, earth works, farm houses, Parks, Gardens, Row-houses, Duplex Apartments, Commercial, Residential or industrial building Complex, Retail Stores, Shopping Centers, Market yards, National Highways, Flyovers all kinds of cinema theaters and studios but not limited for the purpose of investment or resale and to develop the same into town ships, markets or other buildings, residential, industrial or commercial complexes and to equip the same or any part thereof with all or any amenities or conveniences including water, drainage and electric installations and infrastructure or betterment facilities and to carry on the real estate business.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary in relation to the above including the matters incidental thereto including but not limited to signing and filing all the e-forms and other documents with the statutory authorities along with the Ministry of Corporate Affairs and to execute all such documents, instruments and writings as may be necessary, proper, desirable or expedient, in the best interest of the Company, to accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Honarable Ministry of Corporate Affairs or such other Authority arising from or incidental to the said amendment and to delegate all or any of the powers conferred herein as they may deem fit."

For and on behalf of the Board Ortin Laboratories Limited

Sd/- Place: Hyderabad S. Murali Krishna Murthy Date: 13.02.2024 Managing Director DIN: 00540632

EXPLANATORY STATEMENT (Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO.1:

APPOINTMENT OF MR. PRAMOD DNYANDEO WAGHE (DIN:10506276) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY

The Board of Directors in the meeting held on 13.02.2024, appointed Mr. Pramod Dnyandeo Waghe as an Additional Director (Category: Non-Executive) of the Company with effect from 13.02.2024 who holds office upto the date of ensuing Annual General Meeting.

Pursuant to Regulation 17(1C) of SEBI LODR Regulations, the listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Accordingly, approval of the members of the Company is required for regularization of Mr. Pramod Dnyandeo Waghe as Non-Executive Director of the Company and also liable to retire by rotation under section 152 of Companies Act, 2013.

Mr. Pramod Dnyandeo Waghe, is a graduate and has a rich experience in administration.

Accordingly, the Board of Directors recommends the passing of the above resolution as an Ordinary Resolution set out in the item no. 1 of the notice for appointment of Mr. Pramod Dnyandeo Waghe as Non-Executive and Non-Independent Director of the Company.

Save and except Mr. Pramod Dnyandeo Waghe, being an appointee, none of the other Directors/ Key Managerial Personnel and their relatives is in any way interested or concerned financially or otherwise, directly or indirectly, in the Resolution set out in the notice.

ITEM NO.2:

APPOINTMENT OF MR. SHASHIKANT SHANKARRAO IGAVE (DIN:10506334) AS A NON-EXECUTIVE DIRECTOR OF THE COMPANY

The Board of Directors in the meeting held on 13.02.2024, appointed Mr. Shashikant Shankarrao Igave as an Additional Director (Category: Non-Executive) of the Company with effect from 13.02.2024 who holds office upto the date of ensuing Annual General Meeting.

Pursuant to Regulation 17(1C) of SEBI LODR Regulations, the listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Accordingly, approval of the members of the Company is required for regularization of Mr. Shashikant Shankarrao Igave as Non-Executive Director of the Company and also liable to retire by rotation under section 152 of Companies Act, 2013.

Mr. Shashikant Shankarrao Igave, is a visionary and strategic operation leader having experience of over 20 years for business transformation to inspire and lead the organization through digital transformation. Seasoned team builder focused on acquiring and developing high performing team leaders and fostering culture of excellence.

Accordingly, the Board of Directors recommends the passing of the above resolution as an Ordinary Resolution set out in the item no. 2 of the notice for appointment of Mr. Shashikant Shankarrao Igave as Non-Executive and Non-Independent Director of the Company.

Save and except Mr. Shashikant Shankarrao Igave, being an appointee, none of the other Directors/ Key Managerial Personnel and their relatives is in any way interested or concerned financially or otherwise, directly or indirectly, in the Resolution set out in the notice.

ITEM NO.3:

TO CHANGE THE NAME OF THE COMPANY

The Board of Directors of the Company in their meeting held on 13.02.2024 approved to change the name of the Company from ORTIN "LABORATORIES LIMITED" to "ORTIN GLOBAL LIMITED" or any other name as may be approved by the Central Registration Centre, Ministry of Corporate Affairs."

Accordingly, Memorandum of Association and Articles of Association of the Company is to be altered by substituting the old name with the new name as set out in the Notice for approval by the Shareholders of the Company. The proposed change of name will not affect any of the rights and obligations of the Company or of the sharecholders/stakeholders of the Company.

All existing share certificates bearing the current name of the Company will, after the change of name, continue to be valid for all purposes.

Pursuant to Regulation 45(3) of SEBI (LODR), Regulations, 2015 a certificate certifying the compliance with the conditions specified in Reg. 45(1) of SEBI (LODR), Regulations, 2015 as provided by B.V.Ramana Reddy, Practicing Chartered Accountant is annexed herewith.

As per the provisions of Sections 13 and 14 of the Companies Act, 2013, approval of the shareholders is required to be accorded for changing the name of the Company & consequent alteration in the Memorandum of Association and Articles of Association by way of passing a Special Resolution.

Your directors recommend the Resolution No.3 of the Notice for the approval of the Members as a Special Resolution.

None of the Directors or Key Managerial Personnel or any relative of any of the Directors/ Key Managerial Personnel of the Company are, in any way, concerned or interested, financially or otherwise, in the resolution.

ITEM NO4:

ALTERATION OF THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

To commence the proposed new business activities, the Object Clause [Clause III (A)] of the Memorandum of Association of the Company needs to be altered.

It is proposed to amend the Main Objects under the Objects Clause of the Memorandum of Association of the Company to enable the Company to expand and diversify its present scope of operations by inserting sub-clause No. 4 and 5 after existing sub-clause No. 3 as stated in the Special Resolution annexed to the Notice. The above amendment would be subject to the approval of the Ministry of Corporate Affairs and/or any other Statutory or Regulatory Authority, as may be necessary.

A copy of the Memorandum of Association of the Company together with the proposed alterations is available for inspection by the Members of the Company at its Registered Office during normal business hours on all working days (Except Saturday and Sunday).

As per Section 13 of the Companies Act, 2013, any alteration to the Objects Clause of the Memorandum of Association of the Company requires approval of the Members by passing Special Resolution.

The Board recommends passing of the resolution set out at Item No. 4 as a Special Resolution.

None of the Directors or the Key Managerial Persons of the Company or their relatives are concerned or interested, financially or otherwise in the resolution as set out at the accompanying Notice.

ANNEXURE-A: ITEM. 1 & 2 OF THE NOTICE.

Details of Directors seeking appointment and re-appointment at the forthcoming General Meeting [Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Secretarial Standard 2 on General Meetings]

Name of the Director	Mr. Pramod Dnyandeo Waghe	Mr. Shashikant
		Shankarrao Igave
DIN	10506276	10506334
Date of Birth	08/06/1976	03/11/1976
Date of first	13.02.2024	13.02.2024
appointment
Board Meetings	NA	NA
attended during the
year
Brief Resume,	Mr. Pramod is a graduate and has a Visionary	strategic —and
Qualification and	rich experience in administration	operation having leader
Experience		experience of over 20 years
		transformation business for
		and inspire lead the to
		organization through digital
		transformation.
Expertise specific in		Seasoned team builder
functional area		focused acquiring and on
		developing high performing
		team leaders and fostering
		culture of excellence
Terms and conditions	Appointment Non- Executive as	Appointment Non as
of appointment	Director of the Company, Liable to Executive	Director of the
	Retirement by rotation.	Company, Liable to
		Retirement by rotation.
Remuneration drawn, Not applicable if any		Not applicable
Relationships between Not Applicable		Not Applicable
Directors inter se

Name of the Listed	NIL	NIL
entities in which the
person also holds the
directorship and the
membership of the
committees of the
Board along with the
Listed entities from
which the person has
resigned in the past
three years*
Other Directorships, NIL		NIL
Membership/
Chairmanship
of Committees of
other Boards
Number of shares held NIL		NIL
in the Company

For and on behalf of the Board Ortin Laboratories Limited

Sd/- Place: Hyderabad S. Murali Krishna Murthy Date: 13.02.2024 Managing Director DIN: 00540632

NOTES:

• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its General Circular No. 02/2021 dated January 13, 2021 read with Circular No. 20/2020 dated May 05, 2020 in conjunction with Circular No. 14/2020 dated April 08, 2020 and Circular No. 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020,10/2021 dated June 23,2021, 20/2021 dated December 08, 2021 and Circular No. 03/2022 dated 05.05.2022 (collectively referred to as "MCA Circulars™) and SEBI Circular No. SEBI/HO/CFD/CMDI1/CIR/P/2020/79 dated May 12,2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular SEBIVHO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and thereafter amended from time to time, permitted the holding of the Extra Ordinary General Meeting ("EGM") through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the EGM of the Company shall be held through VC/OAVM. The deemed venue for the EGM shall be the Registered Office of the Company.
• 1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this EGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDFJPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the EGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to info @ortinlabsindia.com with a copy marked to evoting@kfintech.com.
• 1. M/s. KFin Technologies Limited (K Fintech) will be providing facility for voting through remote e-voting, for participation in the EGM through VC/OAVM and e-voting during the EGM.
• 1. Members may join the EGM through VC/OAVM by following the procedure which shall be kept open for the Members 15 minutes before the time scheduled to start the EGM and the Company may close the window for joining the VC/OAVM 15 minutes after the scheduled time to start the EGM. The detailed instructions for participating in the EGM through VC/OAVM are given as a separate attachment to this Notice.
• 1. Members may note that the VC/OAVM provided by KFintech, allows participation of at least 2000 Members on a first-come-first-served basis. The large shareholders (i.e., shareholders holding 2% or more shareholding), promoters, institutional investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination &

Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. can attend the EGM without any restriction on account of first-come-first-served principle.

• 1. Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, KFintech for assistance in this regard.
• 1. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with Company's Registrars and Transfer Agents, KFintech, in case the shares are held by them in physical form.
• 1. The Securities and Exchange Board of India (SEBI) vide circular No. SEBIVHO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, inter alia mandated furnishing of PAN, email address, mobile number, bank account details and nomination by shareholders holding shares in physical form and also mandated that any service request shall be entertained only upon registration of the PAN, Bank details and the nomination. SEBI had also asked the shareholders to ensure their PAN is linked to Aadhaar by March 31, 2023 or any other date as may be specified by the Central Board of Direct Taxes to avoid freezing of their folio. Company's Registrar and Transfer Agent, KFintech, has sent physical letters to all the shareholders of the Company holding shares in physical form in this regard requesting them to furnish the required documents/details within due timelines.
• 1. Members are requested to update and/or intimate changes, if any, pertaining to their name, postal address, email address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to Company's Registrars and Transfer Agents, KFintech, in case the shares are held by them in physical form.
• 1. SEBI has directed listed Companies to use electronic payment modes such as NEFT, RTGS, ECS etc., for payments to the investors. Members are requested to update their bank details such as MICR, IFSC code etc., with the Registrar and Transfer Agents, KFintech by submitting a cancelled cheque, while Members holding shares in electronic form are requested to update such bank details with their respective Depository Participants.
• 1. Members who have multiple folios in identical names or joint names in the same order are requested to intimate the Registrar and Transfer Agents, KFintech about these folios to enable consolidation of all such shareholdings in to one folio.

• 1. The Securities and Exchange Board of India (SEBI) vide circular ref no. MRD/DOP/CIR-05/2007 dated April 27, 2007, made PAN the sole identification number for all participants transacting in the securities market, irrespective of the amount of transaction. In continuation of the aforesaid circular, it is hereby clarified that for securities market transactions and off market/private transactions involving transfer of shares of listed companies in physical form, it shall be mandatory for the transferee(s) to furnish copy of PAN card to the Company/Registrar and Share Transfer Agent for registration of such transfer of shares.
• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.
• 1. Documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of EGM. Members seeking to inspect such documents can send an email to info @ortinlabsindia.com
• 1. Pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by the Companies (Management and Administration) Rules, 2015 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the facility to Members to exercise their right to vote on the resolutions proposed to be passed at EGM by electronic means. The detailed instructions for e-voting are given as a separate attachment to this Notice. The Members, whose names appear in the Register of Members/List of Beneficial Owners as on close of business hours of 04.04.2024, i.e. the date prior to the commencement of book closure, being the cut-off date, are entitled to vote on Resolutions set forth in this Notice. Members may cast their votes on electronic voting system from any place (remote e-voting).

The remote e-voting period will commence at 9.00 A.M. on 08.04.2024 and will end at 5.00 P.M. on 10.04.2024. Members who have cast their vote by remote e-voting prior to the EGM may also participate in the EGM through VC/OAVM but shall not be entitled to cast their vote again. The Members joining the EGM through VC/OAVM, who have not cast their vote by remote e-voting shall be eligible to vote through e-voting system at the e-EGM.

• 1. The Company has appointed M/s. Vivek Surana & Associates, Practicing Company Secretaries, to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner. The Scrutinizer shall not later than two working days of conclusion of the EGM, submit his report of the votes cast in favour or against, if any, to the Chairman of the Company or aperson authorised by him in writing, and the result of the same will be disclosed forthwith. The Company has appointed M/s. KFin Technologies Limited as the Agency for the purpose of facilitating the electronic voting.
• 19.In compliance with the above referred MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMDI/CIR/P/2020/79 dated May 12, 2020 and SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice will also be available on the Company's website www.ortinlabsindia.com, 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 on the website of Company's Registrar and Transfer Agent, KFintech at https://evoting.kfintech.com/

• 1. For receiving all communication from the Company electronically:
• a. Members holding shares in physical mode and who have not registered/updated their email address with the Company are requested to register/update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at info@ortinlabsindia.com or to KFintech at einward.ris @kfintech.com
• b. Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depository Participant.
• 1. Since the EGM will be held through VC/OA VM, the Route Map is not annexed in this Notice.

22. THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• a. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e- Voting services provided by KFintech, on all the resolutions set forth in this Notice. The instructions for e-Voting are given herein below.
• b. However, in pursuant to SEBI circular no. SEB/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on "e-Voting facility provided by Listed Companies", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/DPs in order to increase the efficiency of the voting process.
• c. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
• d. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending arequest at evoting@XKfintech.com. However, if he/she is already registered with KFintech for remote e-Voting then he/she can use his/her existing User ID and password for casting the vote.

• e. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under "Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode."
• f. The details of the process and manner for remote e-Voting and e-EGM are explained herein below:
• Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.
• Step 2: Access to KFintech e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.
• Step 3: Access to join virtual meetings (e-EGM) of the Company on KFintech system to participate in e-EGM and vote at the EGM.

DETAILS ON STEP 1 ARE MENTIONED BELOW:

Login method for remote e-Voting for Individual shareholders holding securities in Demat mode

Type	of Login Method
shareholders
Individual	1.	Existing user who have opted for Easi/Easiest
Share holders	L	Visit URL: https://web.cdslindia.com/myeasi/home/login or
holding		URL:www.cdslindia.com
securities	1.	Click on New System Myeasi
in Demat	I	Login with your registered user id and password.
mode with	IV.	The user will see the e-Voting Menu. The Menu will have
CDSL		links of ESP i.e. KFintech e-Voting portal
	V.	Click on e-Voting service provider name to cast your vote.
	User not registered for Easi/Easiest 1.
	L	Option available register s https:// to at web.cdslindia.com/myeasi/Registration/ Easi Registration
	1.	Proceed with completing the required fields
	I	Follow the steps given in point 1
	2. Alternatively, by directly accessing the e- Voting website of CDSL
	L	Visit URL: www.cdslindia.com
	1.	Provide your demat Account Number and PAN No.
	I	System will authenticate user by sending OTP on registered
		Mobile & Email as recorded in the demat Account.
	1v.	After successful authentication, user will be provided links for
		KFintech ESP, where e-Voting respective the the i.e is
		inprogress.

Individual	1. User already registered for IDeAS facility:
Shareholders	Visit URL: https://eservices.nsdl.com L
holding	Owner" "Login" "Beneficial under under Click icon on the 1I.
securities	'IDeAS' section.
in demat mode	enter User ID and Password. Post successful On the new page, 1.
with NSDL	click on "Access to e-Voting" authentication,
	Click on company name or e-Voting service provider and you VA
	will be redirected to e-Voting service provider website for casting
	the vote during the remote e-Voting period
	2. User not registered for IDeAS e-Services:
	To register click on link: https:/eservices.nsdl.com L
	IDeAS" "Register Online Select click for 1. or at
	https://eservices.nsdl.com/ Secure Web/Ideas Direct Reg.jsp I
	Proceed with completing the required fields. v. Follow steps given in points 1.
	3. Alternatively, by directly accessing the e- Voting website of NSDL
	Open URL: https://www.evoting.nsdl.com/ L
	which under Click icon '"Login" available on the 1. is
	'Shareholder/Member" section.
	I A new screen will open. You will have to enter your User ID (i.e.
	number demat NSDL). account your sixteen with held digit
	Password/OTP and a Verification Code as shown on the screen.
	v. Post successful authentication, you will be requested to select the
	name of the company and the e-Voting Service Provider name.
	i.e. KFintech.
	you will be redirected to KFintech e On successful selection, V.
	Voting page for casting your vote during the remote e-Voting
	period.
Individual	You can also login using the login credentials of your demat account through
Shareholders	NSDL/CDSL Depository e-Voting your Participant registered with for
holding	facility. After Successful login, you will be able to see e-Voting option. Once
securities in	NSDL/CDSL e-Voting redirected you option, you click on be will to
Demat mode:	Depository site after successful authentication, wherein you can see e-Voting
log in through	feature. Click on company name or e-Voting service provider name and you
their depository	will be redirected to e-Voting service provider website for casting your vote
participants	during the remote e-Voting period without any further authentication

Important note:

Members who are unable to retrieve User ID/Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

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	CDSL Members facing any technical contact issue login can in
Shareholders	helpdesk by sending a request at helpdesk.evoting@cdslindia.com or
holding	securities contact at 022- 23058738 and 22-23058542- 43.
Demat mode in
with CDSL
Individual	NSDL Members any technical contact facing issue login can in
Shareholders	helpdesk by sending a request at evoting@nsdl.co.in or call at toll free
holding	securities no.: 1800 1020 990 and 1800 22 44 30
Demat mode in
with NSDL

DETAILS ON STEP 2 ARE MENTIONED BELOW:

Login method for e-Voting for shareholders other than Individual's shareholders holding securities in demat mode and shareholders holding securities in physical mode.

• (A) Members whose email IDs are registered with the Company/Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
• i. Launch internet browser by typing the URL: https:// emeetings.kfintech.com/
• ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
• iii. After entering these details appropriately, click on "LOGIN™.
• iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@ #,3, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
• v. You need to login again with the new credentials.
• vi. On successful login, the system will prompt you to select the "EVENT" ie., 'Ortin Laboratories Limited- EGM" and click on "Submit".
• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any

number in "FOR" and partially "AGAINST" but the total number in "FOR/AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN"" and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat accounts.
• ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
• X. You may then cast your vote by selecting an appropriate option and click on "Submit".
• xi. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
• xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRIetc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the EGM through VC/OAVM on its behalf and to cast its vote through remote e-voting together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email info@ortinlabsindia.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned documents should be in the naming format "Corporate Name Even No."
• (B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently Notice of EGM and e-voting instructions cannot be serviced, will have to follow the following process:
• i. Members who have not registered their email address and in consequence the Notice of EGM and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link: https://ris.kfintech.conv/clientservices/mobilereg/mobileemailreg.aspx

Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to einward.ris @kfintech.com.

• ii. Alternatively, member may send an e-mail request at the email id einward.ris@kfintech.com along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Notice of EGM and the e-voting instructions.
• iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

DETAILS ON STEP 3 ARE MENTIONED BELOW:

Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the EGM of the Company through VC/OAVM and e-Voting during the meeting.

• i, Member will be provided with a facility to attend the EGM through VC/OAVM platform provided by KFintech. Members may access the same at https://emeetings.kfintech.con/ by using the e-voting login credentials provided in the email received from the Company/KFintech. After logging in, click on the Video Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. 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 above.
• ii. Facility for joining EGM though VC/OAVM shall be open at least 15 minutes before the commencement of the Meeting.
• iii. ~ Members are encouraged to join the Meeting through Laptops/Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.
• iv. Members will be required to grant access to the webcam to enable VC/OAVM. Further, Members 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.
• v. Asthe EGM is being conducted through VC/OAVM, for the smooth conduct of proceedings of the EGM, Members are encouraged to express their views/send their queries at least 5 days in advance mentioning their name, demat account number/folio number, email id, mobile number atinfo@ortinlabsindia.com. Questions/queries received by the Company shall only be considered and responded during the EGM.
• vi. The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the EGM. E-voting during the EGM is integrated with the VC/OA VM platform. The Members may click on the voting icon displayed on the screen to cast their votes.
• vii. A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the EGM. If a Member casts votes by both modes, then voting done through Remote e-voting shall prevail and vote at the EGM shall be treated as invalid.
• viii. Facility of joining the EGM through VC/OAVM shall be available for at least 2000 members on first come first served basis.
• ix. Institutional Members are encouraged to attend and vote at the EGM through VC/OAVM.

OTHER INSTRUCTIONS

• Speaker Registration: The Members who wish to speak during the meeting may register themselves as speakers for the EGM to express their views. They can visit https://emeetings kfintech.com and login through the user id and password provided in the mail received from KFintech. On successful login, select 'Speaker Registration' which will be opened from 9.00 A.M. on 20.03.2024 to 5.00 P.M. 07.04.2024. Members shall be provided a 'queue number' before the meeting. The Company reserves the right to restrict the speakers at the EGM to only those Members who have registered themselves, depending on the availability of time for the EGM.
• Post your Question: The Members who wish to post their questions prior to the meeting can do the same by visitinghttps://emeetings kfintech.com. Please login through the user id and password provided in the mail received from KFintech. On successful login, select 'Post Your Question" option which will opened from 9.00 AM. on 20.03.2024 to 5.00 P.M. 07.04.2024.
• 1L In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https:// evoting kfintech.com (KFintech Website) or write at voting @ kfintech.com or einward.ris@ kfintech.com or call KFintech's toll free No. 1-800-309-4001 for any further clarifications.
• v. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on the close of 04.04.2024, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.
• In case a person has become a Member of the Company after dispatch of EGM Notice but on or before the cut-off date for E-voting, he/she may obtain the User ID and Password in the manner as mentioned below:
• If the mobile number of the member is registered against Folio No./DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number + Folio No. or DP ID Client ID to 9212993399
• Example for NSDL:MYEPWD IN12345612345678
• Example for CDSL: MYEPWD 1402345612345678
• Example for Physical: MYEPWD XXXX1234567890
• VIL If e-mail address or mobile number of the member is registered against Folio No./DP ID Client ID, then on the home page of https:/evoting kfintech.com/, the member may click "Forgot Password" and enter Folio No. or DP ID Client ID and PAN to generate a password.
• VIIL Members who may require any technical assistance or support before or during the EGM are requested to contact KFintech at toll free number 1-800-309-4001 or write to them at evoting@kfintech.com.

OTHER INSTRUCTIONS:

• i. The voting rights of shareholders shall be in proportions to the shares held by them in the paid equity share capital of the Company as on the cut-off date i.e. 04.04.2024.
• ii. The Scrutinizer shall after the conclusion of the Voting at the Extra Ordinary General Meeting first count the votes cast at the meeting and thereafter unblock the votes cast though remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and make not later than two days of conclusion of the meeting a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or person authorized by him.
• iii. Voting is provided to the members through e-voting and at the Extra-Ordinary General Meeting of the Company. A member can opt for only one mode of voting i.e. either through remote e-voting or e-voting at the Extra-Ordinary General Meeting of the Company.
• iv. If a Member cast votes by both modes, then voting done through remote e-voting shall prevail.
• v. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.ortinlabsindia.com and will be communicated to the Stock Exchanges of the Company i.e. BSE Limited and National Stock Exchange of India Limited.
• 1. Relevant documents referred to in the accompanying Notice, is open for inspection at the Registered Office of the Company, during the office hours, on all working days up to the date of EGM.
• 1. SEBI has notified vide Notification No. SEB/LAD-NRO/GN/2018/24 that securities of the listed companies scan be transferred only in dematerialized form. In view of the above and to avail various benefits of dematerialization, members are advised to dematerialize shares held by them in physical form.

For and on behalf of the Board Ortin Laboratories Limited

Sd/- S. Murali Krishna Murthy Place: Hyderabad Managing Director

Date: 13.02.2024 DIN: 00540632

Sl. No.	Conditions	Remarks
a	A time period of at least one year has elapsed from the last name change;	YES, the Company has changed its name to Ortin Laboratories Limited on 05.12.1994 (from Private Limited to Limited)
b.	At least fifty percent of the total revenue in the preceding one year period has been accounted for by the new activity suggested by the new name; or -	Not Applicable as there is only change in name of the Company. There was no change in main objects of the Company.
c.	The invested amount the in new activity/project is at least fifty percent of the assets of the listed entity.	Not Applicable as there is no change in the business activity of the Company.
Proviso $\frac{1}{2}$ Regulati on $45(1)$	The entity has changed its activities which are not reflected in its name, its shall change its name in line with its activities within a period of six months from the change of activities in compliance of provisions as applicable to change of name prescribed under Companies Act, 2013.	Not Applicable as there is no change in the business activity of the Company.