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ALIVUS LIFE SCIENCES LIMITED Proxy Solicitation & Information Statement 2025

Jun 23, 2025

59201_rns_2025-06-23_fa926645-b57e-4905-92be-d53d64e62db3.pdf

Proxy Solicitation & Information Statement

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June 23, 2025

To, To, Dy. General Manager The Manager - Listing, Department of Corporate Services, National Stock Exchange of India Ltd., BSE Ltd., Plot No. C/1, G Block, P. J. Towers, Dalal Street, Bandra Kurla Complex, Fort, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 Ref: Scrip Code: 543322 Ref: Scrip Name: ALIVUS

Dear Sir,

- Sub: Intimation regarding Notice of Postal Ballot Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

Pursuant to Regulation 30 of SEBI Listing Regulations, we hereby submit the postal ballot notice (‘Notice’) along with the explanatory statement which is being disseminated to the shareholders of the Company for seeking their approval in relation to following resolutions:

Sr.
No.
Type of
Resolution
Resolution
1 Special Re-appointment of Mrs. Manju Agarwal (DIN 06921105) as an Independent
Director of the Company.
2 Special Re-appointment of Mr. Taruvai Laxminarayanan Easwar (DIN 03135959) as an
Independent Director of the Company.

In accordance with applicable laws and circulars issued by Ministry of Corporate Affairs, the said Notice is being sent only through electronic mode to the members whose names appear in the Register of Members/ List of Beneficial Owners and whose email IDs are registered with Depositories/ Depository Participants as on Friday, June 20, 2025 (‘Cut-off date’).

The Postal Ballot Notice is also available on the website of the Company at www.alivus.com, websites of the Stock Exchanges viz. www.bseindia.com and www.nseindia.com and on the website of KFin Technologies Limited at www.kfintech.com.

The Company has engaged KFin Technologies Limited for facilitating remote e-voting to enable the members to cast their votes electronically. The remote e-voting period shall commence on Wednesday, June 25, 2025 at 9:00 a.m. IST and concludes on Thursday, July 24, 2025 at 5:00 p.m. IST. The results of the e-voting by Postal Ballot will be announced on or before Saturday, July 26, 2025.

Alivus Life Sciences Limited

(formerly Glenmark Life Sciences Limited)

Corporate Office: Registered Office: 4th Floor, OIA House, 470, Cardinal Gracious Road Plot No 170-172, Chandramouli Industrial Estate Andheri (E), Mumbai 400 099, Maharashtra, India Mohol Bazarpeth, Solapur 413 213, India T: +91 22 6829 7979 | CIN: L74900PN2011PLC139963 | E: [email protected] | W: www.alivus.com

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Request you to kindly take the same on record.

Thanking you,

Yours faithfully,

For Alivus Life Sciences Limited (formerly Glenmark Life Sciences Limited)

RUDALF Digitally signed by RUDALF JOSEPH JOSEPH CORRIEA Date: 2025.06.23 CORRIEA 17:03:28 +05'30' Rudalf Corriea Company Secretary & Compliance Officer

Encl.: Postal Ballot Notice

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Alivus Life Sciences Limited

(formerly Glenmark Life Sciences Limited)

Registered Office: Plot No. 170-172, Chandramouli Industrial Estate, Mohol Bazarpeth, Solapur – 413 213, India. Corporate Office: 4[th] Floor, OIA House, 470, Cardinal Gracious Road, Andheri (E), Mumbai 400 099, India. Phone No: +91 22 68297979 CIN: L74900PN2011PLC139963; Website: www.alivus.com; Email: [email protected]

Notice of Postal Ballot

(Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014

Notice is hereby given to the Members of Alivus Life Sciences Limited (formerly Glenmark Life Sciences Limited) (“ the Company ”), pursuant to Sections 108 and 110 of the Companies Act, 2013 (“ the Act ”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 as amended from time to time (“ Management and Administration Rules ”), the Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”), read with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“ MCA ”) from time to time (hereinafter collectively referred to as the “MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“ Listing Regulations ”) and other applicable provisions of the Act, rules, circulars and notifications issued thereunder (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), that the resolutions as set out in this Notice are proposed for approval of the Members of the Company for passing by means of postal ballot as Special Resolutions, by voting through electronic means only (“ remote e-voting ”).

As per the MCA Circulars and the circular issued by the Securities and Exchange Board of India bearing reference no. Circular No. SEBI/ HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024, as amended (“ SEBI Master Circular ”), the Company is sending Postal Ballot Notice along with e-voting instructions (the “ Notice ”) only by way of e-mail to all its Members who have registered their email addresses with the Company or depository(ies)/depository participants and the communication of assent/dissent of the Members on the resolutions proposed in the Notice will only take place through the remote e-voting system. This Notice is accordingly being issued to the members in compliance with the MCA Circulars and SEBI Master Circular. A detailed explanatory statement setting out the material facts concerning the resolutions and instructions for remote e-voting are also annexed to this Notice for your consideration.

SPECIAL BUSINESS:

1. Re-appointment of Mrs. Manju Agarwal (DIN 06921105) as an Independent Director 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 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and Regulations 16(1)(b), 17, 25(2A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Mrs. Manju Agarwal (DIN 06921105), who was appointed as an Independent Director of the Company for a term of five (5) consecutive years commencing from October 30, 2020 to October 29, 2025 (both days inclusive) and who being eligible for re-appointment as an Independent Director has given her consent along with a declaration that she meets the criteria for independence under Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director and based on the re commendation of the Nomination & Re muneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years commencing from October 30, 2025 to October 29, 2030 (both days inclusive)."

1

2. Re-appointment of Mr. Taruvai Laxminarayanan Easwar (DIN 03135959) as an Independent Director 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 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and Regulations 16(1)(b), 17, 25(2A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Mr. Taruvai Laxminarayanan Easwar (DIN 03135959),

who was appointed as an Independent Director of the Company for a term of five (5) consecutive years commencing from January 08, 2021 to January 07, 2026 (both days inclusive) and who being eligible for re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years commencing from January 08, 2026 to January 07, 2031 (both days inclusive)."

NOTES:

  1. The Explanatory Statements and reasons for the proposed resolutions pursuant to Section 102 read with Section 110 of the Act setting out material facts are appended herein below.

  2. The Company has appointed Mr. Bhadresh Shah (ACS 23847: COP 15957), Practicing Company Secretary, to act as a Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.

  3. In compliance with the MCA Circulars, the Notice is being sent only through electronic mode to those Members whose names appear in the register of Members/list of beneficial owners maintained by the Company/Depositories as on Friday, June 20, 2025, and whose e-mail IDs are registered with the Company/Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given under Note No. 11.

  4. As per the MCA Circulars, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this postal ballot. Members are requested to provide their assent or dissent through e-voting only.

  5. In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act read with the Management and Administration Rules, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has entered into an agreement with M/s. KFin Technologies Limited for facilitating e-voting to enable the Members to cast their votes electronically.

  6. Members may please note that the Notice will also be available on the Company’s website at www.alivus.com, websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and on the website of M/s. KFin Technologies Limited at www.kfintech.com.

  7. All the material documents referred in the Explanatory Statements, shall be available for inspection through electronic mode, basis the request being sent on [email protected]. Members who wish to inspect the documents are requested to send an email to [email protected] mentioning their name, Folio no./Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

  8. The Notice is being sent to all the Members, whose names appear in the register of Members/list of beneficial owners as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on Friday, June 20, 2025. The Members, whose names appear in the register of Members / list of beneficial owners as on Friday, June 20, 2025 , 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 purpose only.

  9. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, June 20, 2025 being the cut-off date fixed for the purpose.

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  1. The e-voting facility will be available during the following Voting Period:
Commencement of e-voting: 9.00 a.m. IST on Wednesday, June 25, 2025
End of e-voting: 5.00 p.m. IST on Thursday, July 24, 2025

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by KFin Technologies Limited upon expiry of the aforesaid period.

  1. Members who have not registered their email IDs are requested to do so at the earliest. Members holding shares in:

Electronic mode can register their email ID by contacting their respective Depository Participant(s) (“DP”).

Physical mode can register their email ID with the Company or Kfin by sending KYC/ISR documents to KFin Technologies Limited, office at Plot no. 32, Selenium Tower- B, Serilingampally, Nanakramguda, Financial District, Hyderabad - 500032, State of Telangana. Requests can be emailed to [email protected] by registering with the first holder PAN at https://kprism. kfntech.com/signup. Existing users can login through KPRISM (https://kprism.kfntech.com/). All updation has to be done through ISR Forms as prescribed by SEBI.

  1. The Scrutinizer will submit his report to the Chairman/Managing Director /Executive Director after completion of the scrutiny and the results of the e-voting by Postal Ballot will be announced on or before Saturday, July 26, 2025 at the corporate office of the Company at 4th Floor, OIA House, 470, Cardinal Gracious Road, Andheri (East), Mumbai 400 099, India. The Resolutions, if passed by requisite majority shall be deemed to have been passed on Thursday, July 24, 2025 being the last date specified by the Company for e-voting.

  2. The declared results along with the report of the scrutinizer shall be forwarded to the BSE and NSE and shall be uploaded on the website of the Company i.e. www.alivus.com, website of M/s. KFin Technologies Ltd. i.e. www.evoting.kfntech.com.

  3. The instructions for Members for e-voting are as under:

  4. i. The process and manner for remote e-voting is as under:

    • a. In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations read with SEBI Circular no. SEBI/ HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 relating to ‘e-voting Facility Provided by Listed Entities’ (“SEBI e-voting Circular”) the Members are provided with the facility to cast their vote electronically, through the remote e-voting services provided by KFin, on the resolutions set forth in this Notice. The instructions for remote e-voting are given herein below.

    • b. E-voting process has been enabled for 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. Members are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.

    • d. The process and manner of remote e-voting is explained below:

      • i. Access to Depositories e-voting system in case of individual Members holding shares in demat mode.

      • ii. Access to KFin e-voting system in case of Members holding shares in physical and non-individual Members in demat mode.

3

Access to Depositories e-voting system in case of individual Members holding shares in demat mode.

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Type of Member Login Method
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Type of Member Login Method
Individual Members
holding securities in
demat mode with
NSDL
1.
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 the company name or e-Voting service provider name and you will be re-directed to e-Voting
service provider website for casting your vote during the remote e-Voting period or joining virtual meeting
& voting during the meeting.
2.
Existing Internet-based Demat Account Statement (“IDeAS”) facility Users:
i.
Visit the e-services website of NSDLhttps://eservices.nsdl.comeither on a personal computer or on
a mobile.
ii.
On the e-services home page click on the “Benefcial Owner” icon under “Login” which is available
under ‘IDeAS’ section. Thereafter enter the existing user id and password.
iii.
After successful authentication, Members will be able to see e-voting services under ‘Value Added
Services’. Please click on “Access to e-voting” under e-voting services, after which the e-voting page
will be displayed.
iv.
Click on company name i.e. ‘Alivus Life Sciences Limited’ or ESP i.e. KFin.
v.
Members will be re-directed to KFin’s website for casting their vote during the remote e-voting
period.
3.
Those not registered under IDeAS:
i.
Visithttps://eservices.nsdl.comfor registering.
ii.
Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
iii.
Visit the e-voting website of NSDLhttps://www.evoting.nsdl.com.
iv.
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.
v.
Members will have to enter their User ID (i.e. the sixteen digit demat account number held with
NSDL), password / OTP and a verifcation code as shown on the screen.
vi.
After successful authentication, Members will be redirected to NSDL Depository site wherein they
can see e-voting page.
vii.
Click on company name i.e Alivus Life Sciences Limited’ or ESP name i.e. KFin after which the Member
will be redirected to ESP website for casting their vote during the remote e-voting period.
viii.
Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code
mentioned below for seamless voting experience.

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Type of Member Login Method
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Type of Member Login Method

Individual Members
holding securities in
demat mode with
CDSL
1.
Existing user who have opted for Electronic Access To Securities Information (“Easi/ Easiest”) facility:
i.
Visit https://web.cdslindia.com/myeasitoken/Home/Loginorwww.cdslindia.com.
ii.
Click on New System Myeasi.
iii.
Login to Myeasi option under quick login.
iv.
Login with the registered user ID and password.
v.
Members will be able to view the e-voting Menu.
vi.
The Menu will have links of KFin e-voting portal and will be redirected to the e-voting page of KFin
to cast their vote without any further authentication.
2.
User not registered for Easi/ Easiest
i.
Visithttps://web.cdslindia.com/myeasitoken/Registration/EasiRegistrationorhttps://web.cdslindia.
com/myeasitoken/Registration/EasiestRegistrationfor registering.
ii.
Proceed to complete registration using the DP ID, Client ID (BO ID), etc.
iii.
After successful registration, please follow the steps given in point no. 1 above to cast your vote.
3.
Alternatively, by directly accessing the e-voting website of CDSL
i.
Visitwww.cdslindia.com.
ii.
Provide demat account number and PAN.
iii.
System will authenticate user by sending OTP on registered mobile and email as recorded in the
demat Account.
iv.
After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link
available against the name of the Company, viz. ‘Alivus Life Sciences Limited’ or select KFin.
v.
Members will be re-directed to the e-voting page of KFin to cast their vote without any further
authentication.
Individual Members
login through their
demat accounts /
website of DPs
i.
Members can also login using the login credentials of their demat account through their DPs registered
with the Depositories for e-voting facility.
ii.
Once logged-in, Members will be able to view e-voting option.
iii.
Upon clicking on e-voting option, Members will be redirected to the NSDL/CDSL website after successful
authentication, wherein they will be able to view the e-voting feature.
iv.
Click on options available against ‘Alivus Life Sciences Limited’ or ‘KFin’.
v.
Members will be redirected to e-voting website of KFin for casting their vote during the remote e-voting
period without anyfurther 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 Members holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details
Securities held with NSDL Please contact NSDL helpdesk by sending a request at
[email protected] call at toll free no.:1800 102 0990and1800 22 4430
Securities held with CDSL Please contact CDSL helpdesk by sending a request at
[email protected] contact at022-62343625, 022-62343626, 022-62343259

5

I. Access to KFin e-voting system in case of Members holding shares in physical and non-individual Members in demat mode.

Members whose e-mail IDs are registered with the Company/DPs, will receive an e-mail from KFin 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: :: KFintech eVoting System - Login :: .

  • 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 KFin 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 (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, e-mail 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 “EVEN” i.e. ‘Alivus Life Sciences Limited’ 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. In case you do not desire to cast your vote, 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, 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.

General Guidelines for Members:

  1. Institutional Members (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 signatures of the duly authorised signatory(ies) who are authorised to vote on their behalf. The documents should be emailed to [email protected] with the subject line “Alivus Life Sciences Limited Postal Ballot 2025”.

  2. In case of any query and/ or assistance required, Members may refer to the Help & Frequently Asked Questions (“FAQs”) available at the download section of https://evoting.kfntech.com or contact KFin at the email ID [email protected] or call KFin’s toll free No.: 1800 309 4001 for any further clarifications/technical assistance that may be required.

  3. Members can cast their vote online from Wednesday, June 25, 2025 IST at 9.00 a.m. and end on Thursday, July 24, 2025 IST at 5.00 p.m. Voting beyond the said date shall not be allowed and the e-voting facility shall be blocked.

By order of Board For Alivus Life Sciences Limited

(formerly Glenmark Life Sciences Limited)

Rudalf Corriea Company Secretary & Compliance Officer Membership No.: ACS 27911

Registered Office: Plot No. 170-172, Chandramouli Industrial Estate, Mohol Bazarpeth, Solapur – 413 213, India.

Place: Mumbai Date: June 13, 2025

6

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

The following statement sets out all material facts relating to the special businesses under Item Nos. 1 and 2 of the accompanying Notice.

Item No. 1:

Mrs. Manju Agarwal (DIN 06921105) is currently an Independent Director of the Company, Member of the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and ESG Committee.

Mrs. Manju Agarwal was appointed as an Independent Director of the Company by the Members at the Extra-Ordinary General Meeting of the Company held on March 08, 2021 for a period of five (5) consecutive years commencing from October 30, 2020 up to October 29, 2025 (both days inclusive) and is eligible for re-appointment for a second term on the Board of the Company.

The Nomination and Remuneration Committee (‘NRC’), taking into consideration the skills, expertise and competencies required for the Board in the context of the business and based on the performance evaluation, proposed the re-appointment of Mrs. Manju as an Independent Director of the Company for a second term of five (5) consecutive years commencing from October 30, 2025 up to October 29, 2030, not liable to retire by rotation, subject to approval of the Board and the Members of the Company.

Based on the recommendation of the NRC held on May 14, 2025 and the Board of Directors at its Meeting held on May 15, 2025, given the background, experience and contributions made by Mrs. Manju during her tenure, the continued association of Mrs. Manju would be beneficial to the Company and it is desirable to continue availing her services as an Independent Director for a second term of fi ve consecutive years effective from October 30, 2025 up to October 29, 2030.

Mrs. Manju holds a post graduate degree from the University of Allahabad. She is an associate of the Indian Institute of Bankers. She is currently serving on the boards of various entities including Gulf Oil Lubricants India Limited, Hinduja Leyland Finance Limited, Vistaar Financial Services Private Limited, Polycab India Limited, Switch Mobility Automotive Limited, Hinduja Housing Finance Limited and India Ideas. Com Limited. She has approximately 34 years of experience in State Bank of India.

The Company has in terms of Section 160(1) of the Act received a Notice from a Member proposing her candidature for the office of Director. The Company has received a declaration from Mrs. Manju confirming that she continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

Mrs. Manju is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to Circulars dated June 20, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies. Further, Mrs. Manju is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given her consent to act as Director in terms of Section 152 of the Act, subject to re-appointment by the Members.

Mrs. Manju has confirmed that she has registered with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’), in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, Mrs. Manju fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and is independent of the Management.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Mrs. Manju as an Independent Director is now placed for the approval of the Members by a Special Resolution. The Board recommends the Special Resolution set out in Item No. 1 of the accompanying Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, except Mrs. Manju and her relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the accompanying Notice.

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India is set out in the Annexure I to the Explanatory Statement. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.

Item No. 2:

Mr. Taruvai Laxminarayanan Easwar (DIN 03135959) is currently an Independent Director of the Company, Chairman of Stakeholders Relationship Committee and Member of the Audit Committee, Risk Management Committee and ESG Committee.

Mr. Taruvai Laxminarayanan Easwar was appointed as an Independent Director of the Company by the Members at the ExtraOrdinary General Meeting of the Company held on March 08, 2021 for a period of five (5) consecutive years commencing from January 08, 2021 up to January 07, 2026 (both days inclusive) and is eligible for re-appointment for a second term on the Board of the Company.

The Nomination and Remuneration Committee (‘NRC’), taking into consideration the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company and based on the performance evaluation, proposed the re-appointment of Mr. Easwar as an Independent Director of the Company for a second term of five (5) consecutive years commencing from January 08, 2026 up to January 07, 2031 (both days inclusive), not liable to retire by rotation, subject to approval of the Board and the Members of the Company.

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Based on the recommendation of the NRC held on May 14, 2025 and the Board of Directors at its Meeting held on May 15, 2025, given the background, experience and contributions made by Mr. Easwar during his tenure, the continued association of Mr. Easwar would be beneficial to the Company and it is desirable to continue availing his services as an Independent Director for a second term of five consecutive years effective from January 08, 2026 to January 07, 2031 (both days inclusive).

Mr. Easwar holds a bachelor’s degree in technology – chemical engineering from the Indian Institute of Technology, Kanpur. He was the President of Operations in Aurobindo Pharma Limited. He has also been the Chief Operating Officer in Porus Laboratories Private Limited and the head of API manufacturing operations in Mylan Laboratories Limited. He is currently engaged as an advisor to the Boston Consulting Group (BCG) and is also a consultant with pharmaceutical companies.

The Company has in terms of Section 160(1) of the Act received a Notice from a Member proposing his candidature for the office of Director. The Company has received a declaration from Mr. Easwar confirming that he continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

Mr. Easwar is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to Circulars dated June 20, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies. Further, Mr. Easwar is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to reappointment by the Members.

Mr. Easwar has confirmed that he has registered himself with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’), in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, Mr. Easwar fulfils the conditions specified in the Ac t, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and is independent of the Management.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Mr. Easwar as an Independent Director is now placed for the approval of the Members by a Special Resolution. The Board recommends the Special Resolution set out in Item No. 2 of the accompanying Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, except Mr. Easwar and his relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2 of the accompanying Notice.

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India is set out in the Annexure II to the Explanatory Statement. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.

By order of Board For Alivus Life Sciences Limited

(formerly Glenmark Life Sciences Limited)

Rudalf Corriea Company Secretary & Compliance Officer Membership No.: ACS 27911

Registered Office: Plot No. 170-172, Chandramouli Industrial Estate, Mohol Bazarpeth, Solapur – 413 213, India.

Place: Mumbai Date: June 13, 2025

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ANNEXURE I

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2):

Full Name Mrs. Manju Agarwal
Director Identifcation Number (DIN) 06921105
Date of Birth and Age December 30, 1957
67 Years
Original Date of Appointment October 30, 2020
Qualifcation Ms. Manju Agarwal holds a post graduate degree from the
University of Allahabad.
Expertise in specifc functional areas and Experience She is an associate of the Indian Institute of Bankers. She is
currently serving on the boards of various entities including Gulf
Oil Lubricants India Limited, Hinduja Leyland Finance Limited,
Vistaar Financial Services Private Limited, Polycab India Limited,
Switch Mobility Automotive Limited, Hinduja Housing Finance
Limited and India Ideas.Com Limited. She has approximately 34
years of experience in State Bank of India.
Remuneration proposed to be paid Entitled to the sitting fees for attending meetings of the Board/
Committees.
Remuneration last drawn in Financial Year 2024-25 `14,00,000/- (Sitting Fees)
Number of Board Meetings attended during FY 2024-25 4 out of 4
Shareholding in the Company Holds 1,050 Equity Shares which amounts to 0.00%
Terms and conditions of appointment/ re-appointment As set out in the Explanatory statement
Directorships held in other companies/ body corporates -
GOCL Corporation Limited
-
Hinduja Housing Finance Limited
-
Polycab India Limited
-
Vistaar Financial Services Limited
-
Hinduja Leyland Finance Limited
-
Gulf Oil Lubricants Limited
-
Switch Mobility Automotive Limited
-
Indiaideas Com Limited
Member/ Chairperson of committees in the Company Audit Committee – Member
Stakeholders’ Relationship Committee – Member
Nomination and Remuneration Committee – Member
ESG Committee - Member

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Member/ Chairperson of committees held in other Indian
companies
GOCL Corporation Limited
Audit Committee – Member
Nomination and Remuneration Committee – Member
Hinduja Housing Finance Limited
IT Strategy Committee – Member
Asset Liability Management Committee – Member
Willful Defaulters Review Committee – Member
Polycab India Limited
Stakeholders’ Relationship Committee – Chairperson
Nomination and Remuneration Committee – Member
Corporate Social Responsibility Committee – Member
ESG Committee – Member
Audit Committee - Member
Vistaar Financial Services Limited
Audit Committee – Chairperson
Risk Management Committee – Member
IT Strategy Committee – Chairperson
Hinduja Leyland Finance Limited
Stakeholders’ Relationship Committee – Chairperson
IT Strategy Committee – Chairperson
Credit Committee – Chairperson
Gulf Oil Lubricants Limited
Audit Committee – Chairperson
Corporate Social Responsibility Committee – Chairperson
Switch Mobility Automotive Limited
Audit Committee – Chairperson
Nomination and Remuneration Committee – Member
IndiaIdeas Com Limited
Audit Committee – Member
Nomination and Remuneration Committee – Chairperson
Corporate Social Responsibility Committee – Chairperson
Names of listed entities from which the appointee director has
resigned in the past three years
-
Ceased to be a Director of CMS Info System Limited with
effect from March 01, 2024
-
Ceased to be a Director of Paytm Payments Bank Limited
with effect from February 01, 2024
-
Ceased to be a director of Inspira Enterprises India Limited
with effect from March 25, 2023
-
Ceased to be a Director of IFFCO Kisan Finance Limited with
effect from March 24, 2023
Skills and capabilities required for the role and the manner in
which the Directors meet the requirements
As set out in the accompanying explanatory statement of this
Notice at item No. 1
Disclosure of relationships between Directors/KMP inter-se Nil

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Annexure II

Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2).

Full Name Mr. Taruvai Laxminarayanan Easwar
Director Identifcation Number (DIN) 03135959
Date of Birth and Age August 11, 1959
65 Years
Original Date of Appointment January 08, 2021
Qualifcation Mr. Taruvai Laxminarayanan Easwar holds a bachelor’s degree in
technology – chemical engineering from the Indian Institute of
Technology, Kanpur
Expertise in specifc functional areas and Experience He was the President of Operations in Aurobindo Pharma Limited. He has
also been the Chief Operating Ofcer in Porus Laboratories Private Limited
and the head of API manufacturing operations in Mylan Laboratories
Limited. He is currently engaged as an advisor to the Boston Consulting
Group (BCG) and is also a consultant with pharmaceutical companies.
Remuneration proposed to be paid Entitled to the sitting fees for attending meetings of the Board/ Committees.
Remuneration last drawn in Financial Year 2024-25 `12,00,000/- (Sitting Fees)
Number of Board Meetings attended during FY 2024-25 4 out of 4
Shareholding in the Company Nil
Terms and conditions of appointment/ re-appointment As set out in the Explanatory statement
Directorships held in other companies/ body corporates Nil
Member/ Chairperson of committees in the Company Stakeholders’ Relationship Committee – Chairman
Audit Committee – Member
Risk Management Committee – Member
ESG Committee - Member
Member/ Chairperson of committees held in other Indian
companies
Nil
Names of listed entities from which the appointee
director has resigned in the past three years
Nil
Skills and capabilities required for the role and the
manner in which the Directors meet the requirements
As set out in the accompanying explanatory statement of this Notice at
item No. 2
Disclosure of relationships between Directors/KMP
inter-se
Nil
****

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