Beta Drugs Limited - Proxy Solicitation & Information Statement 2024

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BDL/PKL/SEC/2024 27[th] November, 2024

To, National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex Bandra East Mumbai 400051 Script :-BETA

Dear Sir,

Subject:- Notice of Extraordinary General Meeting (EGM) of Beta Drugs Limited

Pursuant to and in terms of the applicable SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, please find enclosed herewith a copy of Notice convening an Extraordinary General Meeting (EGM) of Beta Drugs Limited held on Saturday, 21[st] December, 2024 at 10:00 A.M. at registered office of the company situated at Village Nandpur, Lodhimajra Road, Baddi Distt Solan, H.P - 174101, to transact the special business as contained in the said Notice.

The same is for your information and record.

Thanking You Your’s faithfully For Beta Drugs Ltd. Digitally signed by Rajni Brar Rajni Brar Date: 2024.11.27 16:35:51 +05'30' Rajni Brar Company Secretary

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NOTICE OF EXTRA ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting (“ EGM ”) of the shareholders (“ Members ”) of Beta Drugs Limited (“ Company ”) will be held on Saturday, 21[st] December 2024 , at the registered office of the Company situated at Village Nandpur, Lodhimajra Road, Baddi Distt Solan, H.P - 174101 at 10:00 a.m. to transact the following business:

SPECIAL BUSINESS

1. ADOPTION OF THE RESTATED ARTICLES OF ASSOCIATION 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 Section 5, Section 14 and any other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 and the relevant provisions of Companies (Management and Administration) Rules, 2014 (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force), and as approved by the Board of Directors on board meeting held on 27[th] November 2024, consent of the members of the Company is hereby accorded to adopt the restated articles of association, in substitution of and to the entire exclusion of the existing articles of association of the Company. A draft of restated articles of association, initialled by the Chairperson for the purpose of identification, has been circulated to the members of the Company.”

“RESOLVED FURTHER THAT Mr. Rahul Batra, (DIN: 02229234), Chairman cum Managing Director, Mr. Varun Batra, (DIN:02148383) Joint Managing Director and Mrs. Rajni Brar, Company Secretary of the Company be and are hereby severally authorized to make any further amendments in the articles of association of the Company and finalize the same, sign, execute and submit all necessary documents, forms and applications (including filing of e-form MGT-14 with the jurisdictional Registrar of Companies), and generally to do all such acts, deeds and things as they may consider necessary or expedient to give effect to the aforementioned resolution.”

2. APPOINTMENT OF MR. SANJAY SEHGAL, (DIN: 01235531) AS INDEPENDENT DIRECTOR OF THE COMPANY.

To consider and if thought fit to pass with or without modification the following resolution as Special Resolution :

“RESOLVED THAT, pursuant to the provisions of sections 149, 152, and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications reenactment(s) thereof, for the time being in force), read with Schedule IV of the Act and based on the

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recommendation of Nomination and Remuneration Committee and the Board of Directors, the consent of the members of the Company be and is hereby accorded to appoint Mr. Sanjay Sehgal (DIN:01235531) , as Independent Director of the Company for term of 5 (five) years commencing from 27[th] November, 2024 till 26[th] November, 2029 and is not liable to retire by rotation.”

“ RESOLVED FURTHER THAT Mr Rahul Batra, Chairman cum Managing Director and/or Mr Varun Batra, Joint Managing Director of the Company be and are hereby severally authorized to file the requisite E-form with Registrar of Companies and to take all other actions as may be required in this regard.”

3. APPOINTMENT OF MR. AJAY MAHIPAL (DIN: 06949940) AS A DIRECTOR OF THE COMPANY.

To consider and if thought fit to pass with or without modification the following resolution as Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of section 161 of the Companies Act, 2013, and based on the recommendation of the Nomination and Remuneration Committee in their meeting held on 27[th] November, 2024, Mr. Ajay Mahipal (DIN: 06949940) was appointed as an Additional Director on 27[th] November, 2024 and shall hold office up to the date of the upcoming Annual General Meeting, be and is hereby appointed as a Director (Non-Executive) of the Company, liable to retire by rotation”

“RESOLVED FURTHER THAT pursuant to section 160 of the Companies Act, 2013, the requirements of deposit of amount shall not apply in case appointment of a director is recommended by the Nomination & Remuneration Committee of the Company.”

“ RESOLVED FURTHER THAT Mr. Rahul Batra (DIN:02229234), Chairman cum Managing Director of the Company and/or Mr. Varun Batra (DIN:02148383) Joint Managing Director of the company be and are hereby severally authorised to file necessary forms etc., with Registrar of Companies and generally to do all such other acts, deeds and things as may be necessary and incidental in connection with the above.”

Place: Baddi By Order of the Directors Date: 27.11.2024 Registered Office: Sd/Beta Drugs Limited Village Nandpur, Lodhimajra Road Ms. Rajni Brar Baddi Distt Solan H.P.174101 Company Secretary Phone: 01795 236196 Website: www.betadrugslimited.com

Notes:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAT 48 HOURS BEFORE THE COMMENCEMENT OF MEETING.
A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.
Shareholders holding shares in dematerialized form should communicate the change of address, if any, to their Depositary Participant and other who hold shares in physical form should communicate the change of address, to the Registrar and Share Transfer Agent of the Company at the following address:

Link Intime India Pvt Limited.

C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai–400083.

Members/Proxies should bring their attendance slip duly filed in for attending the meeting.
The Notice of the EGM along with the attendance slip and proxy form are being sent by electronic mode to all the members whose email addresses are registered with Company/ Depository Participant(s) unless a member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode.
In terms of provisions of Section 107 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 since the Company is providing the facility of remote e-voting to the shareholders, there shall be no voting by show of hands at the EGM. The facility for ballot / polling paper shall be made available at the Meeting and the members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through ballot / polling paper. The shareholders can opt for only one mode of voting i.e. remote e-voting or physical polling at the meeting. In case of voting by both the modes, vote casted through remote e-voting will be considered final and voting through physical ballot will not be considered. The members who have cast their vote by remote e-voting may also attend the Meeting.
The cut-off date for remote E-Voting/ Poll Paper is Monday, 16[th] December, 2024.
Members may also note that the notice of the Extra Ordinary General Meeting will also be available on the Company’s website for their download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office at Village Nandpur, Lodhimajra Road, Baddi, Distt Solan, H.P. 174101, for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same by post free of cost.
CS Dinesh Bhandari, FCS 5887 Practicing Company Secretary appointed as a scrutinizer to scrutinize the remote E-voting and voting through Ballot Form during the EGM to be carried out in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.
An Explanatory Statement pursuant to Section 102 of the Act in respect of Item nos. 1 to 3 of the Notice set out above is annexed hereto.
A route map giving directions to reach the venue of the Extra Ordinary General Meeting is enclosed for the convenience of the members.

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:-

The remote e-voting period begins on Wednesday , 18[th] December, 2024 at 09:00 A.M. and ends on Friday , 20[th] December, 2024 at 05:00 P.M. During this period, Members holding shares as on Monday , 16[th] December, 2024 i.e. cut-off date, may cast their vote electronically. The e-Voting module shall be disabled by Link Intime for voting thereafter. Members have the option to cast their vote on any of the resolutions using the remote e-Voting facility either during the period commences 18[th] December, 2024 to 20[th] December, 2024 or Voting through poll paper during the EGM. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the EGM.

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

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

Individual Shareholders holding securities in demat mode with NSDL: METHOD 1 - If registered with NSDL IDeAS facility Users who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter user id and password. Post successful authentication, click on “Access to e-voting”. c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “
b) Proceed with updating the required fields.
c) Post registration, user will be provided with Login ID and password.
d) After successful login, click on “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e- voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi
c) Login with user id and password
d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
e) Click on “LINKINTIME” or “e-voting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

Users not registered for Easi/Easiest

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields. c) Post registration, user will be provided Login ID and password.
d) After successful login, user able to see e-voting menu. e) Click on “LINKINTIME” or “e-voting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com/
b) Go to e-voting tab.

c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Visit URL: https://instavote.linkintime.co.in

Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

Set the password of your choice (The password should contain minimum 8 characters, at least one special Character

(@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

Click “confirm” (Your password is now generated).
Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon .
E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund” c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID. f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
a. ‘Investor ID’ -
- i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
- ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .
b. ‘Investor’s Name - Enter full name of the entity.
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.
e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu section.
c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).
f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.
g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) You will be able to see the notification for e-voting in inbox.
c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ option.
e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.
f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Logintype	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 [email protected] call at : 022 - 4886 7000 and 022 - 2499 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 at [email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’ o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

InstaVote Support Desk

Link Intime India Private Limited

EXPLANATORY STATEMENT SETTING OUT MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1

In accordance with the Shareholders’ Agreement dated 12[th] November, 2024 executed by and amongst Healthquad Fund II (a scheme under Healthquad Trust II), Inti Capital VCC - Inti Capital I, the Company, the Promoters ( as defined thereunder ) (“ SHA ”) and in order to incorporate and give effect to the terms of the SHA, the Company is required to restate the articles of association of the Company by incorporating the relevant terms of the SHA.

The provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“ Act ”) require the Company to the seek the approval of the members for the alteration of its articles of association by way of a Special Resolution.

A copy of the restated articles of association is available for inspection at the registered office of the Company on all working days during the working hours between 10 a.m. to 6 p.m., and at the Extra- Ordinary General Meeting.

None of the directors of the Company are directly or indirectly, interested in the proposed resolution, except to the extent of to their shareholding in the company.

In view of the above, the Board of Directors of the Company recommends passing of the resolution set out in Item No. 1, as a Special Resolution.

ITEM NO. 2

The Nomination & Remuneration Committee in their meeting held on 27[th] November, 2024 had recommended to the Board to appoint Mr Sanjay Sehgal (DIN: 01235531) as an Additional Director of the Company to hold office for a period of 5 (five) consecutive years, not liable to retire by rotation, subject to consent by the Members of the Company at the upcoming Annual General Meeting (“ AGM ”). The Board appointed Mr Sanjay Sehgal (DIN: 01235531) as an Additional Director in their meeting held on 27[th] November, 2024.

As an Additional Director, Mr Sanjay Sehgal holds office till the date of the AGM and is eligible for being appointed as an Independent Director. The Company has also received a declaration from Mr Sanjay Sehgal (DIN: 01235531) confirming that he meets the criteria of independence as prescribed under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”). Mr Sanjay Sehgal has given his consent to act as a Director of the Company pursuant to Section 152 of Act. Mr Sanjay Sehgal has further confirmed that he is neither disqualified nor debarred from holding the office of Director under the Act or pursuant to any order issued by the Securities and Exchange Board of India (" SEBI ”). In the opinion of the Board, Mr Sanjay Sehgal (DIN: 01235531) fulfils the conditions for his appointment as an Independent Director as specified in the Act and the Listing Regulations and he is independent of the management.

Mr Sanjay Sehgal is a Post graduate in Commerce, having approx 30 years of experience. He is having an experience in the field of Financial Management, Accounts and expertise in Logistics.

A copy of the draft letter of appointment for Independent Directors, setting out the terms and conditions for appointment of Independent Directors is available for inspection by the Members at the registered office of the Company during business hours on any working day. Mr Sanjay Sehgal (DIN: 01235531) is not related to any other Director and Key Managerial Personnel of the Company.

He is presently director in following companies:-

	Sr. No.	Name of Companies
	1.	NAHAR LOGISTICSPARK PRIVATE LIMITED
	2.	RELIANT TRADELINKS PRIVATE LIMITED

He is holding Nil Equity Shares in the Company.

The details required under regulation 36 of the Listing Regulations is given in Annexure 1.

None of the Directors, Key Managerial Personnel and their relatives, except Mr Sanjay Sehgal (DIN: 01235531) and his relatives, are in any way, concerned or interested in the said resolution. The Board recommends the resolution set forth in Item no. 2 for the approval of the members as a Special resolution.

ITEM NO.3.

The Nomination & Remuneration Committee in their meeting held on 27[th] November, 2024 has recommended to the Board to appoint Mr. Ajay Mahipal (DIN: 06949940) as Additional as well as Director of the Company, liable to retire by rotation, subject to consent by the Members of the Company at the upcoming AGM. The Board appointed Mr. Ajay Mahipal (DIN: 06949940) as Additional as well as Director of the Company in their meeting held on 27[th] November, 2024.

As an Additional Director, Mr Ajay Mahipal holds office till the date of the AGM and is eligible for being appointed as a Director therefore, in terms of the requirements of the provisions of the Act, approval of the Members of the Company is required for regularization of Mr. Ajay Mahipal as Director (Non-Executive) of the Company, liable to retire by rotation. Mr Ajay Mahipal has given his consent to act as a Director of the Company pursuant to Section 152 of Act. The Company has received a notice under Section 160 of the Act from Mr. Ajay Mahipal signifying his candidature as a Director of the Company. Mr. Ajay Mahipal has further confirmed that he is neither disqualified nor debarred from holding the office of Director under the Act or pursuant to any order issued by the SEBI. Further pursuant to Section 160 of the Act, requirements of deposit of amount shall not apply in case of appointment of a director is recommended by the Nomination & Remuneration committee of the Company.

Mr. Ajay Mahipal is a Partner at HealthQuad, India’s largest healthcare transformation fund set up to nurture innovative models which radically improve healthcare access and affordability by leveraging technology. He leads the team at HealthQuad across fund raising, investments, portfolio management and exits. Ajay has been an active & eminent speaker across multiple Global Healthcare conferences and author to several healthcare publications. Ajay has over 20 (twenty) years of experience across Investment Management (Venture Capital, Private Equity), Corporate Strategy & Planning, Corporate Finance & Investment Banking. He is serving on Board and is a mentor to several marquee companies. He led India's first dedicated early stage Healthtech Fund, CURRAE Healthtech Fund. He chaired the Board of Directors for JV between Amazon & Patni Group. His experience ranges across Patni Family Office, E&Y, American Express, Elara Capital & Pepsi. He has won several awards including “40 under 40 Award” for best Alternate Investment Professionals.

He is presently director in following companies:-

Sr. No.	Name of Companies
1.	BEATOHEALTHSCIENCESPRIVATE LIMITED
2.	IMPACT GURU TECHNOLOGY VENTURES PRIVATE LIMITED
3.	AAYUVTECHNOLOGIESPRIVATE LIMITED
4.	HEALTH ARX TECHNOLOGIES PRIVATE LIMITED

He is holding Nil Equity Shares in the Company.

The details required under regulation 36 of Listing Regulations is given in Annexure 1.

None of the Directors and Key Managerial Personnel of the Company and their relatives except Mr. Ajay Mahipal (DIN: 06949940) is concerned or interested, financial or otherwise, in the resolution. The Board recommends the resolution set forth in Item no. 3 for the approval of the members as an ordinary resolution.

Place: Baddi By Order of the Directors Date: 27.11.2024

Registered Office: Sd/Beta Drugs Limited Village Nandpur, Lodhimajra Road Ms. Rajni Brar Baddi Distt Solan H.P.174101 Company Secretary Phone: 01795 236196 Website: www.betadrugslimited.com

Annexure-1

DETAILS OF DIRECTORS SEEKING APPOINTMENT AT THE EXTRA ORDINARY GENERAL - MEETING UNDER REGULATION 36 OF SEBI (LODR) REGULATIONS:

Name of Director	Mr. Sanjay Sehgal	Mr. Ajay Mahipal
Director Identification Number	01235531	06949940
Date of Birth/Nationality	24/08/1961(Indian)	06/09/1981(Indian)
Educational Qualification	Post graduate in commerce.	Graduate from SRCC, a Chartered Accountant and MBA from Indian Institute of Management.
Experience	30 Years	20 Years
Details of remuneration to be paid, if any	NIL	NIL
Date of first appointment to the Board	27/11/2024	27/11/2024
No. of Share held by Directors in the Company	NIL	NIL
Relationship with other Directors / KMPs	N.A.	N.A.
No. of Board meetings attended duringtheyear	-	-
Profile	He is having an experience in the field of Financial Management, Accounts and expertise in Logistics.	Mr. Ajay Mahipal is a Partner at HealthQuad, India’s largest healthcare transformation fund set up to nurture innovative models which radically improve healthcare access and affordability by leveraging technology. He leads the team at HealthQuad across fund raising, investments, portfolio management and exits. Ajay has been an active & eminent speaker across multiple Global Healthcare conferences and author to several healthcare publications. Ajay has over 2 decades of experience across Investment Management (Venture Capital, Private Equity), Corporate Strategy & Planning, Corporate Finance & Investment Banking. He is serving on Board and is a mentor to several marquee companies. He led India's first dedicated early stage Healthtech Fund, CURRAE Healthtech Fund. He chaired the Board of Directors for JV between Amazon & Patni Group. His experience ranges across Patni Family Office, E&Y, American Express, Elara Capital & Pepsi. He has won several awards including “40 under 40 Award” for best Alternate Investment Professionals.
Expertise in specific Functional areas	Financial Management, Accounts and Logistics.	Fund raising, investments, portfolio management and exits.

Directorship in other listed/unlisted Companies	1.Nahar Logistics Park Private Limited 2. Reliant Tradelinks Private Limited	1. Beato Health Sciences Private Limited 2. Impact Guru Technology Ventures Private Limited 3. Aayuv Technologies Private Limited 4.Health Arx Technologies Private Limited
Chairman/ Member of Committees of the Board of other listed/unlisted Companies in which he is a Director	Nil	Nil
listed entities from which the person has resigned in the past three years	Nil	1.Aayuv Technologies Private Limited
Relationship, if any, with the other members of the Board	N.A.	N.A.
Terms and Conditions of appointment and remuneration sought and remuneration last and justification	Appointed as additional director and further as Independent Director in Board Meeting held on 27th November, 2024 subject to the approval of the shareholders of the company. No remuneration is proposed to be paid except sitting fees for attending the meetings of the Board and / or committees, if any within the limits prescribed by the Companies Act,2013.	Appointed as additional director and further as Director (Non-Executive) in Board Meeting held on 27th November, 2024 subject to the approval of the shareholders of the company. No remuneration is proposed to be paid except sitting fees for attending the meetings of the Board and / or committees, if any within the limits prescribed by the Companies Act,2013.
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements.	Expertise in Financial Management, Accounts and Logistics.	Expertise in Fund raising, investments, portfolio management and exits

BETA DRUGS LIMITED CIN: L24230HP2005PLC028969 Registered office: Village Nandpur, Baddi, Distt. Solan-174101, Himachal Pradesh Tel No. 01795-236196, Email: [email protected], Website: www.betadrugslimited.com

_______________ ATTENDANCE SLIP

(Please fill attendance slip and hand it over at the entrance of the meeting hall) Joint Shareholders may obtain additional slip on request

DP ID No. : ______ Client ID No. :_______

Ledger Folio No. :_______

NAME AND ADDRESS OF THE

SHAREHOLDER:____________

I hereby record my presence at the Extra Ordinary General Meeting of the Company held on Saturday, the 21[st] day of December, 2024 at 10.00 a.m. at Registered Office of the company situated at Village Nandpur, Lodhimajra Road, Baddi, Distt Solan, H.P. 174101.

 I certify that I am member/proxy of the company. Signature of the shareholder or proxy

Note: You are requested to sign and handover this slip at the entrance of the meeting venue.

BETA DRUGS LIMITED CIN: L24230HP2005PLC028969

Registered office: Village Nandpur, Baddi, Distt. Solan-174101, Himachal Pradesh. Tel No. 01795-236196, Website: www.betadrugslimited.com

_______________ Form No. MGT-11

Proxy form

[ Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies ( Management and Administration ) Rules, 2014]

Name of the Member(s):_________

Registered address: __________

E-mail Id: __________

Folio No/ Client Id-DP ID: __________

I/ We being the member (s) of shares of the above named company, hereby appoint

Name: __________

Address: _______________

E-mail Id: ____Signature: ____, or failing him;

Name: __________

Address: ___________ E-mail Id: ___Signature: ___, or failing him;

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at Extra ordinary General Meeting of the Company held on Saturday, the 21[st] day of December, 2024 at 10.00 a.m . at Village Nandpur, Lodhimajra Road, Baddi, Distt Solan, H.P. 174101 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr No.	Resolutions	Optional
	SPECIAL BUSINESS	For (✔)	Against (X)
1.	Adoption of the restated Articles of Association of the company.
2.	Appointment of Mr. Sanjay Sehgal, (DIN: 01235531) as Independent Director of the company.
3.	Appointment of Mr. Ajay Mahipal (DIN: 06949940) as a director of the Company.
Signed this ___day of___2024 Signature of Shareholder:__________ Signature of Proxy holder(s):________				Affix Revenue Stamp not less than Rs 1/-

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. A proxy need not be a member of the company.

BETA DRUGS LIMITED CIN: L24230HP2005PLC028969 Registered office: Village Nandpur, Baddi, Distt. Solan-174101, Himachal Pradesh, Tel No. 01795-236196, Website: www.betadrugslimited.com

_________________ BALLOT FORM FOR EXTRA ORINARY GENERAL MEETING HELD AT REGISTERED OFFICE OF THE COMPANY ON SATURDAY, 21[ST] DECEMBER, 2024 AT 10:00 A.M.

Name of the member(s): Registered Address: Folio No No. of Shares *DP ID * Client ID

Applicable to holders holding shares in demat/electronic form

I/We hereby exercise my/our vote in respect to the Ordinary/Special Resolution to be passed through Postal Ballot for the Business stated in the Postal Ballot Notice by sending my/our assent (FOR) or dissent (AGAINST) to the said resolution by placing the right mark (√) at the appropriate box below:

Item No.	Item	Nature of Resolution
1.	Adoption of the restated Articles of Association of the company.	Special
2.	Appointment of Mr. Sanjay Sehgal, (DIN: 01235531) as Independent Director of the company.	Special
3.	Appointment of Mr. Ajay Mahipal (DIN: 06949940) as a director of the Company.	Ordinary

Place: Baddi

Date: ____

Signature of Member

EGM VENUE MAP

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