BALAXI PHARMACEUTICALS LIMITED — Proxy Solicitation & Information Statement 2024

Oct 7, 2024

October 07, 2024

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To, Listing Department, National Stock Exchange of India Limited Exchange Plaza, Plot No C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400051

NSE Symbol: BALAXI

Subject: Notice of Postal Ballot

Dear Sir/Madam,

Pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of Postal Ballot (‘Notice’) seeking approval of members of the Company, through remote e- voting, in respect of the following special business:

Sno.	Type of Resolution	Particulars
1)	Special Resolution	Appointment of Ms. Akshita Surana as Independent Director.

In accordance with General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs, Government of India, the Company has sent this notice today i.e. Monday, October 07, 2024, only in electronic form to those members whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories/RTA as on Friday, September 27, 2024 (‘Cut-Off Date’) and whose e-mail addresses are registered with the Company/ Registrar and Transfer Agent (‘RTA’) / Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and postage prepaid self-addressed Envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through remote e-voting.

The Company has engaged the services of Central Depository Services (India) Limited (‘CDSL’) for the purpose of providing remote e-voting facility to its members. The instructions for remote e-voting are appended to the notice.

The remote e-voting shall commence on Tuesday, October 08, 2024 at 9.00 a.m. (IST) and shall end on Wednesday, November 06, 2024 at 5.00 p.m. (IST) . During this period, Members of the Company holding shares in physical or electronic form as on Friday, September 27, 2024 (‘Cut-Off Date’) may cast their vote electronically. The remote e- voting module shall be disabled by CDSL for voting thereafter.

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Members may download the Notice along with explanatory statement from the Company’s website at https://balaxipharma.in/general-meetings-notices or from CDSL’s website at https://www.evotingindia.com/.

Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s RTA, Aarthi Consultants Private Limited, 1-2-285, Domalguda, Hyderabad – 500 029, E- mail: info@aarthiconsultants.com.

This is for your information and records.

Yours Faithfully,

For Balaxi Pharmaceuticals Limited

Mahesh Digitally signed by Mahesh Inani Inani Date: 2024.10.07 17:37:59 +05'30'

Mahesh Inani

(Company Secretary and Compliance Officer) Membership No.: A37577

Encl: Notice of Postal Ballot

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Balaxi Pharmaceuticals Limited

CIN: L25191TG1942PLC121598

Registered Office: Plot No. 409, H. No. 8-2-293, Maps Towers, 3[rd] Floor, Phase – III, Road No. 81, Jubilee Hills, Hyderabad (T.G.) – 500 096 Website: www.balaxipharma.in Email: secretarial@balaxi.in Telephone: +91 40 23555300

Notice of Postal Ballot

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

Cut– Off Date	E-Voting Starts on	E-Voting ends on
Friday, September 27, 2024	Tuesday, October 08, 2024 at 9.00 a.m. (IST)	Wednesday, November 06, 2024 at 5.00 p.m. (IST)

Dear Members,

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/ conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 (collectively the ‘MCA Circulars’), to transact the special businesses as set out hereunder by passing resolutions through postal ballot by way of remote e-voting.

Pursuant to Section 102, Section 110 and other applicable provisions of the Act, the explanatory statement pertaining to the said Resolutions setting out the material facts and the reasons/rationale thereof is annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.

In line with the MCA Circulars, the Company is sending this notice only in electronic form to those members whose e-mail addresses are registered with the Company/ Registrar and Transfer Agent (‘RTA’) / Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and postage prepaid self-addressed Envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through remote e-voting.

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In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of Central Depository Services (India) Limited (‘CDSL’) for the purpose of providing remote e-voting facility to its members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.balaxipharma.in.

The remote e-voting shall commence on Tuesday, October 08, 2024 at 9.00 a.m. (IST) and shall end on Wednesday, November 06, 2024 at 5.00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on Friday, September 27, 2024 (‘Cut-Off Date’) may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

The Board of Directors of the Company at their meeting held on Thursday, September 05, 2024, have appointed Mr. Yogindunath S, Designated Partner of BVR & Associates Company Secretaries LLP as the Scrutinizer to scrutinize the postal ballot by way of remote e-voting in a fair and transparent manner.

Special Business:

Item No. 1: To Appoint Ms.Akshita Surana as the Non-Executive Independent Director of the company.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) (including any statutory modification or re-enactment thereof for the time being in force), the Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Ms. Akshita Surana (DIN: 10026552), who was appointed as an Independent Director (Additional Director) with effect from September 05, 2024, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby appointed as an Independent Director of the Company for a period of 2 years till September 04, 2026, and that she shall not be liable to retire by rotation.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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By Order of the Board For Balaxi Pharmaceuticals Limited

Mahesh Inani (Company Secretary and Compliance Officer) Membership No.: A37577

Date: September 05, 2024 Place: Hyderabad Registered Office: Plot No. 409, H. No. 8- 2-293, Maps Towers, 3[rd] Floor, Phase – III, Road No. 81, Jubilee Hills, Hyderabad (T.G.) – 500 096 CIN: L25191TG1942PLC121598 Website: www.balaxipharma.in Email: secretarial@balaxi.in Telephone: +91 40 23555300

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Notes:

• 1) The relevant Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act, each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Notice.

• 2) In line with the MCA Circulars, the Company is sending this notice only in electronic form to those members whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories/RTA as on Friday, September 27, 2024 (‘Cut-Off Date’) and whose e-mail addresses are registered with the Company/ Registrar and Transfer Agent (‘RTA’) / Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and postage prepaid self-addressed Envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through remote e-voting.

• 3) Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company’s RTA, Aarthi Consultants Private Limited, 1-2-285, Domalguda, Hyderabad – 500 029, E-mail: info@aarthiconsultants.com.

• 4) In accordance with the MCA Circulars, members can only vote through remote e-voting. Accordingly, only those Members whose names are appearing in the Register of Members/List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by way of remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. The voting rights shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.

• 5) Resolutions passed by the members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the members.

• 6) In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide remote e-voting facility to its Members, to enable them to cast their votes electronically. The Company has engaged the services of CDSL as the Authorized Agency to provide remote e-voting facility. The detailed procedure with respect to remote e-voting is mentioned in note no. 14 of this Notice.

• 7) The remote e-voting shall commence on Tuesday, October 08, 2024 at 9.00 a.m. (IST) and shall end on Wednesday, November 06, 2024 at 5.00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

• 8) The vote in this Postal Ballot cannot be exercised through proxy.

• 9) Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests to secretarial@balaxi.in from their registered e-mail

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addresses mentioning their names, folio numbers/DP ID and Client ID, between the period from Tuesday, October 08, 2024 to Wednesday, November 06, 2024.

• 10) The Board of Directors of the Company at their meeting held on Thursday, September 05, 2024, have appointed Mr. Yogindunath S, Designated Partner of BVR & Associates Company Secretaries LLP as the Scrutinizer to scrutinize the postal ballot by way of remote e-voting in a fair and transparent manner.

• 11) After completion of the scrutiny of the electronic votes, the Scrutinizer will submit his report to the Chairman. The results of the Postal Ballot along with Scrutinizer’s Report will be announced within two working days of the conclusion of Postal Ballot through remote e-voting. The said results would be displayed at the Registered Office of the Company and on its website at www.balaxipharma.in and simultaneously intimated to the CDSL and National Stock Exchange of India Limited (‘NSE’). The Scrutinizer’s decision on the validity of votes cast will be final.

• 12) The resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. Wednesday, November 06, 2024.

• 13) Members may download the Notice from the Company’s website at https://balaxipharma.in/general-meetings-notices or from CDSL’s website at https://www.evotingindia.com/. A copy of the Notice is also available on the website of NSE at www.nseindia.com.

14) General Information and instructions related to remote e-voting:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on Tuesday, October 08, 2024 at 9.00 a.m. (IST) and ends on Wednesday, November 06, 2024 at 5.00 p.m. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date i.e. Friday, September 27, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

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In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
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Type of shareholders Login Method

Type of shareholders Login Method

Individual Shareholders holding securities in Demat mode withCDSL Depository

1) 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 to Easi / Easiest are requested to visit cdsl websitewww.cdslindia.com and click on login icon & New System Myeasi Tab. 2) 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 or joining virtual meeting & voting during the meeting. 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. 3) If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.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

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		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 withNSDL Depository	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 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. If the user is not registered for IDeAS e-Services, option to register is available athttps://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 following 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 hold with NSDL), Password/OTP and a Verification 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 or e- Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)		You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

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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. CDSL and NSDL

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 022-4886 7000 and 022-2499 7000.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com .

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

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	 Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN for the relevant on which you choose to vote.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

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• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; secretarial@balaxi.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• 1) For Physical shareholders- please provide necessary details like 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 Company/RTA email id.

• 2) For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

• 3) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

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All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

By Order of the Board For Balaxi Pharmaceuticals Limited

Mahesh Inani (Company Secretary and Compliance Officer) Membership No.: A37577

Date: September 05, 2024 Place: Hyderabad Registered Office: Plot No. 409, H. No. 8- 2-293, Maps Towers, 3[rd] Floor, Phase – III, Road No. 81, Jubilee Hills, Hyderabad (T.G.) – 500 096 CIN: L25191TG1942PLC121598 Website: www.balaxipharma.in Email: secretarial@balaxi.in Telephone: +91 40 23555300

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Explanatory Statement pursuant to Section 102 & 110 of the Companies Act, 2013: Item No. 1: Appointment of Ms. Akshita Surana (DIN: 10026552) as an independent director of the company.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Ms. Akshita Surana (DIN: 10026552), as an Independent Director of the Company, with effect from September 05, 2024, under Sections 149, 150, 152 and 161 of the Companies Act, 2013 and Articles of Association of the Company, subject to the approval of Members and any other approval as may be required from time to time.

Brief Profile of Ms. Akshita Surana.

Akshita Surana is the founder of Akshita Surana & Associates, a peer-reviewed firm of practicing company secretaries. With over ten years of experience in corporate laws and IPR laws advisory, consulting, and litigation, she has steadily built a reputation as a reliable and knowledgeable professional. Akshita is fellow practicing company secretary, a registered trademark agent, and she holds a Master’s degree in Law. Additionally, she is also a member of The Chartered Governance Institute of UK & Ireland.

Known for her thoughtful and bespoke approach to legal challenges, Akshita strives to provide innovative solutions tailored to each client’s unique needs. Her expertise spans foreign exchange laws, securities laws, HR services, PoSH consulting, and sensitization. She is the member of Pink and Blue Symbiotic Living, an organisation dedicated to promoting healthy co-working spaces and awareness on PoSH laws. Akshita has had the privilege of working with numerous start-ups, assisting them with fund-raising efforts and being a part of core teams in domestic and cross-border transactions, managing deals up to USD 25 million.

Her experience as a Compliance Officer for a company listed on both BSE and NSE has provided her with valuable insights into corporate governance, investor management, employee management, and board liaison. This background equips her to guide clients effectively through the intricacies of compliance and governance.

In addition to her legal advisory roles, Akshita offers services in corporate governance, regulatory approvals, and government liaison. She partners with clients on various fund-raising activities, inbound and outbound transactions, synergy developments, creating balanced boards, CSR activities, and compliance management for a range of corporate and non-corporate entities.

Except Ms. Akshita Surana, being the appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in the Notice.

In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulation 17 of the LODR Regulations and based on the recommendation of Nomination and Remuneration Committee the approval of the Members is sought for the appointment of Ms. Akshita Surana as Independent Director of the Company, as a Special Resolution as set out above.

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ANNEXURE TO THE EXPLANATORY STATEMENT :

Additional Information on Directors recommended for appointment/re-appointment as required under Regulation 36(3) of SEBI Listing Regulation, and Secretarial Standards-2 as prescribed by the Institute of Company Secretaries of India:

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Sno.
1. Name of the Director Ms. Akshita Surana
2. DIN 10026552
3. Date of Birth 17/08/1990
4. Age 34
5. Date of first appointment on the Board September 05, 2024
6. Expertise in specific functional area Corporate governance, Regulatory approvals, and
CSR Activities.
7. Qualifications Company Secretary and Masters in Law.
8. Experience Akshita Surana is the founder of Akshita Surana &
Associates, a peer-reviewed firm of practicing
company secretaries. With over ten years of
experience in corporate laws and IPR laws
advisory, consulting, and litigation
9. Terms and Conditions of appointment/ Appointment as independent director for a term
reappointment of 2 years.
10 Directorship/ Committee Nil
Chairpersonship/ Committee Membership
held in other Listed Companies
11 Directorship held in other Companies Nil
(excluding listed companies)
12 Chairpersonship/ Membership of the Nil
Committees of other Companies
(excluding listed companies)
13 Shareholding in the Company including Nil
Shareholding as a beneficial owner
14 Relationships with other Directors/ KMPs NIL
15 Resignation from the directorship of listed NIL
companies in the past three years
16 Number of meetings of the Board NIL
attended during the year
17 Skills and Capabilities required for the role Please refer to the Explanatory statement.
and the manner in which the Independent
Director meets such requirements
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None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise in the proposed resolutions as set out in the Item No.1

The Board of Directors recommends the resolutions set forth in Item Nos. 1 for approval of the Members.

By Order of the Board For Balaxi Pharmaceuticals Limited

Mahesh Inani (Company Secretary and Compliance Officer) Membership No.: A37577

Date: September 05, 2024 Place: Hyderabad

Registered Office: Plot No. 409, H. No. 8- 2-293, Maps Towers, 3[rd] Floor, Phase – III, Road No. 81, Jubilee Hills, Hyderabad (T.G.) – 500 096 CIN: L25191TG1942PLC121598 Website: www.balaxipharma.in Email: secretarial@balaxi.in Telephone: +91 40 23555300

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