Orchid Pharma Ltd

AGM Details

• Date/time/mode: 29 Sep 2026, 12:00 IST, via VC/OAVM.

Key Resolutions

• Adoption of revised financial statements (standalone and consolidated) for the year ended 31 Mar 2026. (Ordinary)
• Appointment of Mridul Dhanuka as Whole-Time Director; by rotation reappointment. (Ordinary)
• Ratification of Cost Auditor remuneration for FY 2026-27. (Ordinary)
• Approval for material related party transactions with Otsuka Chemical (India) Private Limited. (Ordinary)
• Appointment of Arjun Dhanuka as Whole-Time Director; remuneration payable. (Special)

Voting Status

• Item 1 outcome: pending; e-voting results to be declared within 2 working days.
• Item 2 outcome: pending; e-voting results to be declared within 2 working days.
• Item 3 outcome: pending; e-voting results to be declared within 2 working days.
• Item 4 outcome: pending; e-voting results to be declared within 2 working days.
• Item 5 outcome: pending; e-voting results to be declared within 2 working days.

Directors & Appointments

• Mridul Dhanuka to continue as Whole-Time Director; eligible for reappointment.
• Arjun Dhanuka appointed as Whole-Time Director; remuneration approved.

Auditors & Related Party

• Material related party transactions with Otsuka Chemical (India) Private Limited approved.
• Cost Auditor remuneration ratified for FY 2026-27.

Orchid Pharma Ltd — Trading Window Closure

Asset acquisition

• Purchase of land at Patibulum Village, Tamil Nadu ends lease with DBS Bank India Limited, confirming Orchid's ownership.

Investor Roadshow Details

• Mridul Dhanuka, Whole Time Director, will participate in the investor roadshow.
• Dates: Sept 28–30, 2026; Group Meet in Mumbai (physical).
• Location: Mumbai, India.
• No unpublished price-sensitive information will be shared during the meet.
• Schedule may change; updates will be communicated if altered.

Overview

• Standalone BRSR for FY2025-26; BRRSR forms part of the Annual Report.
• Main business: manufacture and sales of APIs and products; Cephalosporin API accounts for 97% of turnover.
• Headquartered in India with 9 locations: 6 national plants and 3 offices.

Key ESG Risks & Opportunities

• Material ESG risks: regulatory compliance, product quality/safety, water/energy management, and waste handling.
• Opportunities from R&D and capex; R&D 22.98%, capex 77.02% of investments.
• Renewable energy share at 68% of total energy consumption.
• Zero Liquid Discharge across 100% of operations with water recycling.
• ISO 14001 audits conducted; external assurance cited; no BR penalties disclosed.

Governance & Policy Highlights

• Board oversees BR policy implementation; BR policies approved by the Board.
• Policies include anti-bribery, whistleblower, and human rights; extended to value chain.
• Policies hosted on company investor site; BR disclosures aligned with statutory requirements.
• No BR penalties or adverse regulatory actions reported.

Social Responsibility & Workforce

• Total workforce about 1,461; permanent 1,169 and others 292.
• Predominantly male staff; female workforce roughly 55 personnel.
• Well-being spend about 9.2% of total revenue (FY2025-26).
• LTIFR data reported as Nil; no fatalities recorded.
• PF and Gratuity cover 100% of employees; ESI coverage for employees; workers around 23%.

Environmental Performance

• Renewables account for 68% of total energy consumption; total energy 1,498.12 units.
• Scope 1 emissions 54,412 tCO2e; Scope 2 emissions 12,806 tCO2e.
• Total energy intensity: 0.00000545 per rupee turnover; PPP-adjusted 0.000373.
• Water withdrawal 226,169 kL; groundwater source; water intensity 0.0000183463 per turnover.
• ZLD across 100% of units; water fully recycled via ETP.
• Total waste generated ~16,975 t; hazardous waste ~2,981.6 t; non-hazardous ~13,963.2 t.
• Air emissions: NOx 222.25 t/yr; SOx 127.08 t/yr; PM 56.70 t/yr.
• ISO 14001 audit; water discharge to groundwater 36,703 kL; PAT scheme not indicated.

Stakeholder Engagement & Complaints

• Stakeholders include communities, investors, shareholders, government, value chain partners, employees, and customers.
• Engagement channels include AGM, emails, stock exchange notices, investor meetings; periodic stakeholder dialogue noted.
• Complaints on conflict of interest and POSH reported as Nil; whistleblower mechanisms in place.
• Grievance redressal framework via HR/senior management; protections against retaliation.

Other Notable Metrics

• Exports contributed 64.55% of total turnover; 64.55% of turnover from exports.
• Total CSR turnover and net worth reported; CSR initiatives focus on local community around units.
• Value-chain: 100% of partners assessed for environmental impacts; ISO 14001 and cyber security policy in place.

AGM Details

• Date/time: 29 September 2026, 12:00 Noon IST via VC/OAVM.
• Record date for voting: 22 September 2026.
• Meeting conducted through VC/OAVM; physical attendance not allowed.
• Remote e-voting window: 26–28 September 2026.

Key Resolutions

• Ordinary: Adopt revised standalone and consolidated financial statements post-amalgamation.
• Ordinary: Reappoint Mridul Dhanuka as Whole-Time Director (retiring by rotation).
• Ordinary: Ratify Cost Auditor remuneration for FY2026-27 at Rs 3,50,000.
• Ordinary: Approve material related party transactions with Otsuka Chemicals India Pvt Ltd up to Rs 400 crore.
• Special: Appoint Arjun Dhanuka as Whole-Time Director for five years with specified remuneration.

Voting Results

• Voting outcomes not provided in this AGM notice.

Dividend

• No dividend proposed or declared in this notice.

Director Changes

• Mridul Dhanuka to be reappointed as Whole-Time Director.
• Mr. Arjun Dhanuka appointed as Whole-Time Director from Sep 03, 2026 to Sep 02, 2031; remuneration specified.

Auditor/Cost Auditor

• Cost Auditor remuneration ratified for FY2026-27: Rs 3,50,000 plus taxes and expenses.

Material Related Party Transactions

• Related party: Otsuka Chemicals India Pvt Ltd; purpose: GCLE material; estimated FY26-27 value up to Rs 400 crore.

Other Material Approvals

• RPT approvals governed by 10% of annual turnover threshold; omnibus approval contemplated; disclosures in Annexure.

Governance actions and AGM timeline

• Cost auditor appointed for FY 2026-27: M/s. J Karthikeyan & Associates; remuneration to be ratified at AGM.
• Arjun Dhanuka appointed as Whole-Time Director; tenure 3 Sep 2026 to 2 Sep 2031.
• Notice for 33rd AGM scheduled Sep 29, 2026.
• Shareholder cut-off for notice: Sep 4, 2026.
• Remote e-voting window: Sep 26–28, 2026.
• Appointment of e-voting agency and Scrutinizer for AGM.

Financial Performance

• Q1 FY27 revenue from operations: INR 304 crores; ~15% YoY growth.
• Q1 FY27 gross margin: 33%; Q1 FY26: ~30%.
• Q1 FY27 EBITDA: INR 25 crores; Q1 FY26: INR 10 crores.
• FY26 revenue from operations restated: INR 1,233 crores; FY25: INR 1,398 crores.
• Capex FY27: INR 750 crores for 7-ACA; Cefiderocol capex: USD 20–25 million.
• 7-ACA ramp-up: ~80% in-house, 20% third-party output.
• Cefiderocol readiness: facility ready by Dec 2026; validation and initial batches Jan–Mar 2027; DCGI waiver possible.
• Russia license Exblifep: estimated 10-year value USD 178 million.
• AMS division: Q1 EBITDA loss ~ INR 0.5 crores; revenue INR 5 crores.
• NP-NC segment quarterly revenue: INR 21 crores.
• Russia registration/launch timeline: 1.5–2 years from signing.
• 7-ACA revenue contribution expected from FY28.

Operations and Markets

• Exblifep progress in Russia valued at USD 178 million over 10 years.
• Europe volumes growth shown; Q3 FY26 up 300% QoQ, Q4 FY26 up 170%, Q1 FY27 up 50%.
• Middle East/Africa: South Africa registration complete; GCC coverage; launches delayed by regional conflict.
• 7-ACA facility ramp in Jammu chosen for cost efficiencies (GST benefits, electricity/water advantages).
• Cefepime-Enmetazobactam: domestic supply currently from in-house manufacturing; export via CMO.

Projects and Capital Expenditure

• 7-ACA capex: INR 750 crores; commissioning by March 2027.
• Cefiderocol capex: USD 20–25 million.
• Cefiderocol readiness: December 2026; first validation/batches Jan–Mar 2027.
• Russia licensing: agreement signed; registration dossier 1.5–2 years to launch.

Q&A Highlights

• 7-ACA ramp-up target: 12 months to stabilize; 80% in-house, 20% third-party use.
• Cefiderocol: supplies initially via China-based CMO; potential in-house manufacturing after site validation.
• US filings plan: new molecules planned; annual updates; limited quarterly detail.
• NZ/Global strategy: Cefide­rocol distribution network being built; GARDP discussions for distribution.

Guidance and Outlook

• No formal FY27 numeric guidance provided; expects regulated market demand to improve over 2–3 quarters.
• Longer-term outlook supported by merger synergies, product mix improvements, and capital Projects.

Meeting Details

• Date and time: August 21, 2026, 15:00 IST.
• Type and mode: group earnings call, audio conference.
• Event: Analysts/Investors Earnings Call hosted by Orchid Pharma Limited.
• Key company participant: Company Secretary & Compliance Officer.
• Purpose: discuss unaudited/limited-reviewed Q1 FY2026-27 results.
• Recording: audio recording uploaded on company's website; no video recording.

Corporate action

• Dhanuka Laboratories Ltd. amalgamated into Orchid Pharma Ltd. under the NCLT-sanctioned Scheme.