Om Megashree Pharmaceuticals Limited (OMPL) has called a Special General Meeting (SGM) to seek shareholder approval for its proposed acquisition of Royal Pharmaceuticals Pvt. Ltd., marking a major strategic move for the company’s future expansion.

The meeting is scheduled to be held on Ashadh 28, 2083, at the company’s industrial premises located in Jugedi, Bharatpur Metropolitan City–29, Chitwan, beginning at 9:00 AM.

The SGM agenda primarily focuses on obtaining shareholder consent for various legal, financial, operational, and structural matters related to the proposed acquisition.

Key Agenda: Acquisition of Royal Pharmaceuticals

The principal agenda of the meeting is the approval of the Board of Directors’ proposal to acquire Royal Pharmaceuticals Pvt. Ltd.

If approved, the transaction would move forward under the structure proposed by the company and reviewed by independent evaluators.

Shareholders to Review Due Diligence and Share Swap Proposal

As part of the acquisition process, shareholders will also be asked to approve and endorse:

The Due Diligence Audit (DDA) Report
The Asset and Liability Valuation Report
The proposed share swap ratio recommended by independent valuers

These reports form the financial and valuation basis for completing the acquisition transaction.

Approval of MoU and Business Integration Plan

The SGM will further discuss and approve:

The final Memorandum of Understanding (MoU)
The detailed acquisition plan
The combined business plan
Other related agreements and supporting documents

These approvals are expected to define the operational and strategic framework following the transaction.

Share Issuance to Royal Pharmaceuticals Shareholders

Another major proposal includes approval to issue and allot shares of Om Megashree Pharmaceuticals to the shareholders of Royal Pharmaceuticals according to the approved share swap arrangement.

This process would allow existing shareholders of Royal Pharmaceuticals to receive ownership participation in the combined entity.

Capital Structure and Constitutional Changes Proposed

To facilitate the acquisition, shareholders will also consider proposals to amend:

Authorized capital
Issued capital
Paid-up capital
Shareholding structure
Memorandum of Association
Articles of Association

These amendments will be implemented if required after completion of the acquisition.

Board to Receive Full Implementation Authority

The meeting will additionally seek authorization for the Board of Directors to:

Incorporate revisions requested by regulatory authorities
Complete legal documentation
Obtain regulatory approvals
Manage listing procedures
Complete Demat-related processes
Execute shareholder record amendments
Carry out all remaining acquisition-related formalities

If approved, the proposed acquisition could become an important milestone in OMPL’s growth strategy and potentially reshape its future scale and market positioning within Nepal’s pharmaceutical sector.

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