Dr. Reddy(RDY) - 2026 Q1 - Quarterly Report

Notice of 41st Annual General Meeting This notice details Dr. Reddy's Laboratories Ltd.'s 41st Annual General Meeting, covering agenda items, virtual participation instructions, dividend and taxation information, and key shareholder services Meeting Details and Agenda Dr. Reddy's Laboratories Ltd. announces its 41st Annual General Meeting (AGM) to be held virtually on Thursday, July 24, 2025, at 11:00 A.M. IST, covering ordinary and special business matters AGM Schedule | Event | Date and Time | | :--- | :--- | | AGM Date and Time | 11:00 a.m. IST, Thursday, July 24, 2025 | | Cut-off date for e-voting | Thursday, July 17, 2025 | | E-voting start | 9:00 a.m. IST, Sunday, July 20, 2025 | | E-voting end | 5:00 p.m. IST, Wednesday, July 23, 2025 | - The 41st AGM will be conducted entirely through Video Conferencing ('VC')/ Other Audio-Visual Means ('OAVM')[4] Ordinary Business The ordinary business includes adopting the Audited Financial Statements for FY2025, declaring a final dividend of INR 8 per equity share, and re-appointing Mr. G V Prasad as a Director - To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2025[10] Proposed Dividend | Item | Details | | :--- | :--- | | Dividend per equity share | INR 8/- | - To re-appoint Mr. G V Prasad (DIN:00057433) as a Director, who retires by rotation and is eligible for re-appointment[10] Special Business Special business items require shareholder approval for Mr. G V Prasad's re-appointment as Co-Chairman and Managing Director, ratification of Cost Auditors' remuneration for FY2026, and appointment of the Secretarial Auditor - Approval for the re-appointment of Mr. G V Prasad as Whole-time Director designated as Co-Chairman and Managing Director for five years, from January 30, 2026, to January 29, 2031[5] - Ratification of remuneration of INR 900,000 plus taxes for M/s. Sagar & Associates, Cost Accountants, for the financial year ending March 31, 2026[12] - Approval for the appointment of M/s. Makarand M. Joshi & Co., Company Secretaries, as Secretarial Auditor for five consecutive financial years from April 1, 2025, to March 31, 2030[13] Shareholder Information and Instructions This section provides comprehensive guidelines for shareholders regarding virtual AGM participation, dividend payment procedures, tax deduction at source (TDS) on dividends, and other statutory compliance matters General Instructions for AGM The virtual AGM attendance is limited to 1,000 members on a first-come, first-served basis, excluding major shareholders and company officials, with no proxy appointments available - The 41st AGM will be held through VC/OAVM in compliance with MCA and SEBI circulars, with the deemed venue being the Registered Office[16] - Virtual attendance is limited to 1,000 members on a first-come, first-served basis, but this restriction does not apply to large shareholders (2% or more), Promoters, Directors, and Auditors[16] - The facility for appointing proxies by members will not be available for this virtual AGM[45] Dividend and Taxation A final dividend of INR 8 per share for FY25 is recommended, payable by July 30, 2025, with applicable tax deduction at source (TDS) procedures detailed for resident and non-resident shareholders Dividend Details | Item | Details | | :--- | :--- | | Recommended Final Dividend | INR 8/- per equity share of face value INR 1/- each | | Record Date | July 10, 2025 | | Payment Date | On or before July 30, 2025 | TDS Rates for Resident Shareholders | Condition | TDS Rate | | :--- | :--- | | Valid PAN available | 10% | | No PAN / Invalid PAN | 20% | - Non-resident shareholders can avail benefits under a Double Tax Avoidance Treaty (DTAA) by providing a self-attested Tax Residency Certificate (TRC), PAN, and a self-declaration in Form 10F[23][26] - No tax will be deducted for resident individuals if the total dividend for FY 2025-26 does not exceed INR 10,000, or if a valid Form 15G/15H is submitted[21] Shareholder Services and Compliance Shareholders with physical shares must update KYC details for dividend eligibility, and information is provided on claiming unpaid dividends from the IEPF and using the new SEBI Online Dispute Resolution (ODR) Portal - Effective April 1, 2024, shareholders holding shares in physical mode must update their KYC details to be eligible to receive dividends[42] - Shares with dividends remaining unpaid for seven consecutive years will be transferred to the IEPF, from which shareholders can claim them from the IEPF Authority[42] - SEBI has established a common Online Dispute Resolution (ODR) Portal (https://smartodr.in/login) for resolving disputes in the Indian securities market[41][44] Explanatory Statement for Special Business This section provides the board's rationale and detailed information for the special business items on the AGM agenda, including re-appointment and remuneration of the Co-Chairman & MD, Cost Auditors, and Secretarial Auditor Re-appointment of Mr. G V Prasad (Co-Chairman and Managing Director) The board recommends Mr. G V Prasad's re-appointment as Co-Chairman and Managing Director for a five-year term (2026-2031) due to consistent growth under his leadership, proposing a revised remuneration package with approximately 85% variable and performance-linked components - The re-appointment is recommended due to the company's sustained growth in revenues and profitability under Mr. Prasad's leadership[50] Comparison of Current and Proposed Remuneration for Mr. G V Prasad | Particulars | Current Terms | Proposed Terms | | :--- | :--- | :--- | | Salary | INR 1,200,000 per month | INR 1,440,000 per month (with up to 5% annual increase) | | Housing Allowance | INR 600,000 per month | INR 720,000 per month | | Medical Reimbursement | Up to INR 15,000 per annum | Up to one month's salary + medical insurance & health check-up | | Leave Travel Assistance | Up to INR 1,200,000 per annum | Up to INR 1,440,000 per annum | | Commission | Up to 0.75% of net profits | Up to 0.75% of net profits | - The company's executive compensation philosophy emphasizes variable, performance-linked components, with approximately 85% of the total remuneration being variable[52] Ratification of Remuneration for Cost Auditors Shareholder approval is sought to ratify the remuneration of INR 900,000 plus applicable taxes and expenses for M/s. Sagar & Associates, re-appointed as Cost Auditors for the financial year ending March 31, 2026 Cost Auditor Remuneration | Auditor | Financial Year | Proposed Remuneration | | :--- | :--- | :--- | | M/s. Sagar & Associates | Ending March 31, 2026 | INR 900,000/- plus applicable taxes and expenses | Appointment of Secretarial Auditor The board proposes appointing M/s. Makarand M. Joshi & Co. as Secretarial Auditors for a five-year term (2025-2030), with remuneration for FY2026 set at INR 400,000 plus applicable taxes and expenses Secretarial Auditor Appointment and Remuneration | Auditor | Term | Remuneration for FY 2026 | | :--- | :--- | :--- | | M/s. Makarand M. Joshi & Co. | April 1, 2025 to March 31, 2030 | INR 400,000 plus applicable taxes and expenses | Instructions for E-Voting and Virtual Meeting Participation This section provides detailed, step-by-step instructions for shareholders on how to participate in the AGM, outlining procedures for remote e-voting and joining/voting during the live virtual meeting Remote E-Voting Procedure Shareholders can cast votes electronically via the NSDL e-voting platform from July 20-23, 2025, with distinct login instructions provided for individual demat account holders and other shareholders Remote E-Voting Schedule | Item | Details | | :--- | :--- | | Platform | NSDL e-Voting (www.evoting.nsdl.com) | | Start Date & Time | Sunday, July 20, 2025, at 9:00 a.m. (IST) | | End Date & Time | Wednesday, July 23, 2025, at 5:00 p.m. (IST) | | Cut-off Date | Thursday, July 17, 2025 | - Individual shareholders with demat accounts can vote through their depository's portal (NSDL or CDSL) using OTP-based or existing login credentials[77][78][79] - Shareholders holding shares in physical form or non-individual shareholders must use their Folio Number or DP ID/Client ID to log in to the NSDL e-voting website[82] Virtual Meeting (VC/OAVM) Participation Shareholders can attend the live AGM via the NSDL e-voting portal, with a stable internet connection recommended; requests to speak must be submitted by July 6, 2025, and written questions by July 20, 2025 - Shareholders can join the virtual meeting by clicking the VC/OAVM link on the NSDL e-voting platform after logging in[91] - Shareholders who wish to speak during the AGM must send a request to shares@drreddys.com by Sunday, July 6, 2025[91] - Shareholders can send questions in advance to shares@drreddys.com on or before Sunday, July 20, 2025[91] AGM Information at a Glance This section provides a consolidated summary table of all critical information for the 41st AGM, including dates, times, links, and contact details for easy shareholder reference AGM Information Summary | Item | Details | | :--- | :--- | | AGM Time and Date | Thursday, July 24, 2025 at 11:00 a.m. (IST) | | Mode | Video conference and other audio-visual means | | Cut-off Date for e-voting | Thursday, July 17, 2025 | | E-voting Period | July 20, 2025 (9:00 a.m.) to July 23, 2025 (5:00 p.m.) | | E-voting Website | https://www.evoting.nsdl.com/ | | Final Dividend Record Date | July 10, 2025 | | Dividend Payment Date | On or before July 30, 2025 |