Alembic Ltd — Proxy Solicitation & Information Statement 2025

Aug 19, 2025

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Date: 19[th] August, 2025

To, To, The Manager, The Manager, Department of Corporate Services, Listing Department, BSE Limited National Stock Exchange of India Limited 1[st] Floor, Phiroze Jeejeebhoy Towers, “Exchange Plaza” Dalal Street, Fort, Bandra Kurla Complex, Bandra (E), Mumbai - 400 001 Mumbai – 400 051 Scrip Code: 506235 NSE Symbol: ALEMBICLTD

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Submission of Postal Ballot Notice

With reference to the captioned matter, we enclose herewith a copy of Postal Ballot Notice dated 12[th] August, 2025 seeking approval of members to the Special Resolution proposed to be passed only by way of e-voting for appointment of Mr. Udit Amin (DIN: 00244235) as Managing Director of the Company.

The attached postal ballot notice is also being uploaded on website of Company at https://www.alembiclimited.com/#postal-ballot-2025.

We request you to kindly take the same on record.

Thanking you,

Yours faithfully,

For Alembic Limited

Thakkar Digitally signed by Thakkar Kevalkumar Kevalkumar Bharatkumar Bharatkumar Date: 2025.08.19 11:32:54 +05'30' Keval Thakkar Company Secretary

Encl.: A/a

ALEMBIC LIMITED

REGD. OFFICE: ALEMBIC ROAD, VADODARA – 390 003. • TEL : (0265) 6637000 website: www.alembiclimited.com • E-mail : alembic.investors@alembic.co.in • CIN: L26100GJ1907PLC000033

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ALEMBIC LIMITED

CIN: L26100GJ1907PLC000033 Regd. Office: Alembic Road, Vadodara – 390 003, Gujarat, India. Tel.: +91 265 6637000

Website: www.alembiclimited.com | Email Id: alembic.investors@alembic.co.in

NOTICE OF POSTAL BALLOT

[Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time]

Timeline for the Postal Ballot	Timeline for the Postal Ballot
Voting Period Starts	Thursday, 21stAugust, 2025 at 09:00 a.m. (IST)
Voting Period Ends	Friday, 19thSeptember, 2025 at 05:00 p.m. (IST)
Announcement of Voting Results	On or before Sunday, 21stSeptember, 2025

Sr. No. Particulars of Resolution Type of Resolution	Sr. No. Particulars of Resolution Type of Resolution	Sr. No. Particulars of Resolution Type of Resolution	Sr. No. Particulars of Resolution Type of Resolution
1.	To Appoint Mr. Udit Amin (DIN: 00244235) as Managing Director of the Company for a term of 5 (fve) years w.e.f. 1stOctober, 2025	Special
Index
Sr. No. Section Page. No.
1.	Notice of Postal Ballot		2
2.	Statutory Notes		4
3.	Process for E-voting		5
4.	Explanatory statement		9

The Notice of the Postal Ballot and Explanatory Statement is prepared pursuant to the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

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NOTICE OF POSTAL BALLOT / E-VOTING

Dear Member(s),

Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020 read with other relevant circulars, including General Circular No. 09/2024 dated 19[th] September, 2024 issued by the Ministry of Corporate Affairs in this regard (hereinafter collectively referred to as “MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) / amendment(s) / or re-enactment(s) thereof), the resolution set out hereinafter is proposed to be passed by the members of Alembic Limited (“the Company”), through postal ballot only by way of electronic means (“e-voting”/ “remote e-voting”).

The explanatory statement pursuant to Section 102 of the Act setting out the material facts relating to the resolution proposed in this Notice along with additional information as required under Regulation 36 of the SEBI Listing Regulations, 2015, is annexed hereto and forms part of this Notice.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the agency to provide e-voting facility.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara has been appointed as the Scrutinizer for conducting the postal ballot through e-voting process in a fair and transparent manner.

In accordance with the MCA Circulars, members can vote only through e-voting process. Accordingly, the Company is pleased to provide e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes to this Notice so as to cast their vote electronically not later than 5:00 p.m. IST on Friday, 19[th] September, 2025 (the last day to cast vote electronically).

The Scrutinizer shall submit their report, after completion of scrutiny to Mr. Chirayu Amin, Chairman of the Company and in his absence, to Mr. Jain Parkash, Director or Mr. Rasesh Shah, Chief Financial Officer or Mr. Keval Thakkar, Company Secretary of the Company. The results along with the Scrutinizer’s Report will be announced on or before Sunday, 21[st] September, 2025 and will be displayed on the i) Notice Board of the Company at its Registered Office; ii) Company’s website at www.alembiclimited.com; iii) Stock exchanges’ website at www.nseindia.com and www.bseindia.com and iv) NSDL’ website at www.evoting.nsdl.com.

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Special Business

1. Appointment of Mr. Udit Amin (DIN: 00244235) as Managing Director of the Company:

2. To consider, and if thought fit, to pass, the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and any other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(e) and other applicable regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) / amendment(s) / re-enactment(s) thereto), the Articles of Association of the Company and on the basis of the recommendation of the Nomination and Remuneration Committee (“NRC”) and approval of Audit committee and Board of Directors of the Company and subject to approval of Central Government and such other approvals / permissions, as may be required, consent of the members of the Company, be and is hereby accorded for the appointment of Mr. Udit Amin (DIN: 00244235), who is currently a Non-Executive Non-Independent Director of the Company, as Managing Director of the Company, not liable to retire by rotation, for a period of 5 (five) years w.e.f. 1[st] October, 2025 on such terms and conditions including remuneration as mentioned in the explanatory statement annexed to this Notice.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to alter and vary the terms and conditions including the remuneration of the said appointment to the extent recommended by the NRC and approved by the Audit Committee, from time to time, as may be considered appropriate within the maximum remuneration specified under this resolution, subject to the overall limits specified under the Act and as may be agreed to between the Board of Directors and Mr. Udit Amin.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts, deeds and things, necessary and expedient to give effect to this resolution.”

Please click here for the Explanatory Statement.

Please click here for the Index.

By Order of the Board,

Keval Thakkar Company Secretary

Registered Office: Alembic Limited CIN: L26100GJ1907PLC000033 Reg. Off.: Alembic Road, Vadodara - 390 003 Tel: +91 265 6637000 Email ID: alembic.investors@alembic.co.in Website: www.alembiclimited.com

Date: 12[th] August, 2025 Place: Vadodara

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STATUTORY NOTES

1. The explanatory statement pursuant to Section 102 read with Section 110 of the Act setting out the material facts relating to the resolution mentioned in this Notice along with additional information as required under Regulation 36 of the SEBI Listing Regulations, 2015, is annexed hereto for your consideration and forms part of this Notice.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on Thursday, 14[th] August, 2025 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copy of this Notice along with postal ballot form and pre-paid business reply envelope are not being sent to members.

3. Members may note that this Notice will also be available on the Company’s website at www.alembiclimited.com, website of stock exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com.

4. In compliance with the MCA Circulars, the Company has made necessary arrangements for the members, to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form; and (ii) with MUFG Intime India Private Limited (“MIIPL”), Registrar and Transfer Agents of the Company by submitting their KYC details in prescribed Form ISR-1 along with the supporting documents at “Geetakunj” 1, Bhakti Nagar Society, Behind ABS Tower, Old Padra Road, Vadodara – 390 015, Gujarat, if the shares are held in physical form. The form is available on the website of the Company at https://www.alembiclimited.com/index.html#forms and on the website of MIIPL at https://web.in.mpms.mufg.com/KYC-downloads.html.

5. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

6. Voting rights of the members shall be in proportion to the equity shares held in the paid-up equity share capital of the Company as on the Cut-Off Date.

7. The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e. Friday, 19[th] September, 2025 .

8. The details as required under Regulation 36 of the SEBI Listing Regulations, 2015 and in terms of para 1.2.5 of SS-2 are provided in the Explanatory Statement and Annexure - A which forms part of the Explanatory Statement. All documents referred to in this Postal Ballot Notice are available for inspection at the registered office of the Company between 11:00 a.m. to 4.00 p.m. and electronically as well, until the last date of voting. Members seeking to inspect such documents electronically can send an email to alembic.investors@alembic.co.in.

9. E-voting facility:

Pursuant to the provisions of Section 108 of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI Listing Regulations, 2015 and in terms of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024 in relation to e-voting facility provided by Listed Companies, the Company is pleased to provide its members the e-voting facility to enable them to cast their votes electronically on the proposed resolution. The e-voting facility is provided by NSDL.

The e-voting period begins on Thursday, 21[st] August, 2025 (9:00 a.m. IST) and ends on Friday, 19[th] September, 2025 (5:00 p.m. IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-Off Date may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently or cast the vote again.

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PROCESS OF E-VOTING

Step 1: Access to NSDL e-voting system

A) Login method for e-Voting 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.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4. 5.	For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile 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. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile.On the e-Services home page click on the“Benefcial 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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 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 held with NSDL), Password/OTP and a Verifcation 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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
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Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then use 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. 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 websitewww.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 Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL / CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 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.

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.

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Login type Helpdesk details
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Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.comor call at 022 - 4886 7000.
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800 - 21 09911.

• B) Login Method 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?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

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1. 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.

2. 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.

3. Your User ID details are given below :

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Manner of holding shares i.e. Demat (NSDL or CDSL) Your User ID is:
or Physical
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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.

4. c) How to retrieve your ‘initial password’?

   • (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’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. 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.

7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

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- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. 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.

2. Select “EVEN 135184” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. 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.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. 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 samdanics@gmail.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.

2. 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.

3. 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.: 022-48867000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.com.

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:

1. 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 alembic.investors@alembic.co.in.

2. 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 alembic.investors@alembic.co.in. If 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 for Individual shareholders holding securities in demat mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. 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.

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EXPLANATORY STATEMENT

( As required under Section 102 Of The Companies Act, 2013 )

Item No. 1

The Board of Directors based on the recommendation of Nomination and Remuneration Committee and approval of Audit Committee at their respective meetings held on 12[th] August, 2025, have approved and recommended to the members, the appointment and the remuneration proposed to be paid to Mr. Udit Amin as Managing Director of the Company, not liable to retire by rotation for a period of 5 (five) years w.e.f. 1[st] October, 2025.

Mr. Udit Amin satisfies all applicable conditions for being appointed as Managing Director of the Company, as set out in Section 196(3) of the Act and Part-I of Schedule V to the Act except clause (e) of Part-I of Schedule V.

Since Mr. Udit Amin is a Non-Resident Indian (NRI) as per Explanation I in Part I of Schedule V to the Act, the Company is required to seek the approval of the Central Government for appointing him as Managing Director as required under the Act.

Terms and Conditions of Appointment:

Term: Period of 5 years w.e.f. 1[st] October, 2025

Remuneration: Basic Salary, Perquisites and other allowance / benefits (as per the rules of the Company) up to maximum CTC of Rs. 10.00 Crore per annum, as may be determined by the Board of Directors of the Company from time to time within the above referred limit. The remuneration shall be released after receiving approval from the Central Government and will take effect from the aforementioned date of appointment, i.e. 1[st] October, 2025.

Minimum Remuneration: Notwithstanding anything to the contrary herein contained, in the event of loss or inadequacy of profits in any financial year, the Company shall pay in respect of such financial year, the remuneration paid for immediately preceding financial year as minimum remuneration by way of salary, allowances, perquisites and other benefits, subject to the provisions of Schedule V of the Act and subject to necessary approvals, if any.

The aggregate amount of remuneration covering basic salary, allowances and perquisites payable to Mr. Udit Amin and in aggregate to all other directors shall not exceed the overall prescribed percentage of the Net Profit of the Company in each year as provided under Section 197(1) read with Schedule V of the Act, as may be in force from time to time.

Further, pursuant to the provisions of the second proviso to Section 197(1) and Regulation 17(6)(e) of SEBI Listing Regulations, 2015, approval of the members is sought by way of a Special Resolution.

Rationale for the recommendation :

Mr. Udit Amin graduated from University of Michigan, USA with Economics as main subject with focus on International trade. In his early career, he worked in regulatory department at Ivax, UK. He has extensive experience of over 22 years and has successfully led Business Operations and Strategic initiatives across the Real Estate, Specialty Chemicals, and Pharmaceutical industries.

Mr. Udit Amin was appointed as Director of the Company w.e.f. 24[th] April 2013. He served as Executive Director & President Real Estate Division until 27[th] March, 2016 and as Managing Director until 31[st] January, 2017. Since 1[st] February, 2017, he is serving as a Non-Executive Non-Independent Director of the Company liable to retire by rotation.

Mr. Udit Amin’s extensive expertise and active engagement across diverse functional domains have been pivotal to the Company’s growth. Guided by a forward-thinking vision for innovation and expansion, he has played a key role in accelerating the Company’s progress in the real estate sector. Under his leadership, the real estate business has expanded significantly, while the operations of the API division have achieved greater stability and efficiency.

The Company has greatly benefited from Mr. Udit Amin’s diverse experience, unwavering dedication, and strategic acumen. His continued leadership is expected to be a catalyst for sustained success and long-term value creation. In light of this, and to ensure the Company’s continued growth trajectory, it is expedient to appoint him to the Executive position of Managing Director for a term of five years.

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Further, members may note that Mrs. Malika Amin, Managing Director & CEO of the Company has expressed her desire to step down from the above referred position w.e.f. 1[st] January, 2026 and shall continue to serve the Company as a NonExecutive Non-Independent Director and thereafter not draw any managerial remuneration.

The other details as required under the provisions of Regulation 36(3) of the SEBI Listing Regulations, 2015, para 1.2.5 of SS-2 and other applicable provisions, if any, are provided in Annexure – A to this Postal Ballot Notice.

The Board of Directors recommends the resolution set out in Item No. 1 of this Notice for the approval of the members as a special resolution.

None of the Directors, Key Managerial Personnel and their relatives other than Mr. Chirayu Amin, Mrs. Malika Amin and Mr. Udit Amin and their relatives, has any concern or interest, financial or otherwise, in the resolution set forth at Item No. 1 of this Notice.

Please click here for the Resolution.

Please click here for the Index.

By Order of the Board,

Keval Thakkar Company Secretary

Registered Office:

Alembic Limited CIN: L26100GJ1907PLC000033 Reg. Off.: Alembic Road, Vadodara - 390 003 Tel: +91 265 6637000 Email ID: alembic.investors@alembic.co.in Website: www.alembiclimited.com

Date: 12[th] August, 2025 Place: Vadodara

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Annexure – A

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard – 2 on General Meetings]

Secretarial Standard – 2 on General Meetings]
Name of Director	Mr. Udit Amin (DIN: 00244235)
Age	45 Years
Qualifcations	As per the Explanatory Statement set out for item no. 1 of this notice.
Brief Resume	As per the Explanatory Statement set out for item no. 1 of this notice.
Date of frst appointment on to the Board	24thApril, 2013
Experience	22 Years
Nature of expertise in specifc functional areas	Management & Leadership
Terms and Conditions of appointment along with details of remuneration sought to be paid	The details are provided in the Explanatory Statement set out for item no. 1 of this Notice.
Remuneration last drawn during the fnancial year 2024-25	Sitting Fees: Rs. 0.20 Crore Commission: Rs. 3.00 Crore, subject to approval of the members at the Annual General meeting of the Company to be held on 12thAugust, 2025.
No. of Shares held (including Shares held as a benefcial owner) in the Company as on date of this Notice	Nil
Relationship with other Directors, Manager and other Key Managerial Personnel	Mr. Udit Amin is son of Mr. Chirayu Amin, Chairman and Mrs. Malika Amin, Managing Director & CEO.
No. of Meetings of the Board attended during the fnancial year 2024-25 and up to the date of this Notice	6 (Six) During FY 2024-25: 4 out of 4 During FY 2025-26: 2 out of 2
Directorships in other companies as on the date of this notice	1. Paushak Limited 2. Shreno Limited
Name of the listed Entities from which he resigned in the past three years	Nil
Chairmanship / Membership of Committees of other Board	Nil

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