Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Beta Drugs Limited Proxy Solicitation & Information Statement 2025

Feb 6, 2025

61112_rns_2025-02-06_07d935c0-2ab4-4176-b7bb-7aae839e062d.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [519 x 86] intentionally omitted <==

BDL/PKL/SEC/2025 6[th] February, 2025

National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor Plot no. C/l, G Block Bandra-Kurla Complex, Bandra (E) Mumbai — 400 051.

SYMBOL-BETA

Subject: Submission of Notice of Postal Ballot.

Dear Sir/Madam,

Please find enclosed herewith copy of the Notice of Postal Ballot of the Company dated 5[th] February, 2025, sent through e-mail to the shareholders of the Company on 6th February, 2025 seeking approval of the members of the Company through Postal Ballot for the resolutions as mentioned in the notice of Postal Ballot.

Further, the Company has provided remote e-voting facility only and has engaged the services of MUFG Intime India Pvt Ltd. to provide remote e-voting facility to the Members of the Company.

This is for your information and records.

Thanking You

Your’s faithfully

For Beta Drugs Ltd. Rajni Digitally signed by Rajni Brar Brar Date: 2025.02.06 18:30:48 +05'30' Rajni Brar Company Secretary

==> picture [489 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

NOTICE OF THE POSTAL BALLOT

[Notice pursuant to Section 110 of the Companies Act, 2013, as amended read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

To,

The Members of Beta Drugs Limited

Dear Member(s),

NOTICE is hereby given to the Members of Beta Drugs Limited (the “Company”), pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act 2013 (the “Act”) read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“Rules”), Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021, 3/2022 dated 5th May, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated 19th September, 2024, issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed by the Members of the Company by means of Postal Ballot, only by way of remote e-voting (“remote evoting”) process. In compliance with the requirements of the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those shareholders whose email address is registered with M/s. MUFG Intime India Private Limited (“RTA”), the Company’s Registrar and Share Transfer Agent, and / or the Depository Participant(s) and the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only. The proposed resolution and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder; setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“Notice”) is annexed hereto. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

the proposed resolution is restricted only to remote e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for remote evoting are appended to this Notice. Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of the Company has appointed Mr. Dinesh Bhandari, Practising Company Secretary FCS No. 5887, as the Scrutinizer for conducting the postal ballot (remote e-voting process) in a fair and transparent manner. The scrutinizer will submit the report to the Chairman after the completion of scrutiny of votes recorded through remote e voting. The results of voting by means of remote e-voting and the Postal Ballot will be announced on or before 13[th] March, 2025 . The said result along with the Scrutinizer’s Report would be displayed at the Registered Office of the Company and also by placing the same on the Company’s website - www.betadrugslimited.com and communicated on the same day to stock exchange where the equity shares of the Company is listed, Registrar and Share Transfer Agent and remote e-voting agency. Shareholders are requested to carefully read the instructions indicated in this Notice and communicate their assent (for) or dissent (against) through remote e-voting only. Shareholders are requested to follow the procedure as stated in the notes and instructions for casting of votes by remote e-voting.

SPECIAL BUSINESSES:-

ITEM NO. 1 TO APPROVE THE INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT ALTERATION IN THE CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY.

To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13,61 read with Section 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or reenactment thereof) and the rules framed there under, and as approved by the Board of Directors (“ Board ”) on board meeting held on 5[th] February 2025 , approval of the Members be and is hereby accorded to increase in the authorized share capital of the Company from existing INR 10,50,00,000 (Indian Rupees Ten Crores Fifty lakh) divided into 1,05,00,000 (One Crore and Five Lakh) Equity Shares of INR 10 (ten) each (“ Equity Shares ”) to INR 11,00,00,000 (Indian Rupees Eleven Crores) divided into 1,10,00,000 (One Crore and Ten Lakh) Equity Shares of INR 10 (ten) each.

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

“RESOLVED FURTHER THAT the Memorandum of Association of the Company, be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

V. The Authorised share capital of the Company is Rs 11,00,00,000 (Rupees Eleven Crore) divided into 1,10,00,000 (One Crore and Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.

“RESOLVED FURTHER THAT the Board hereby authorizes Mr Rahul Batra (DIN: 02229234) and/or Mr Varun Batra (DIN:02148383) Directors of the company, severally to undertake all such actions (including filing relevant forms with the authorities) to give effect to the resolution”

Item No. 2 – ISSUE OF BONUS SHARES

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

"RESOLVED THAT pursuant to the provisions of Section 63 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable provisions of regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) and Reserve Bank of India (RBI) from time to time, the provisions of Article 165 of the Articles of Association of the Company, and pursuant to the recommendation of the Board of Directors of the Company (hereinafter referred to as "the Board", which expression shall be deemed to include a Committee of Directors or officer(s) of the Company duly authorized in this behalf), and subject to such approvals as may be required in this regard, approval of the Members be and is hereby accorded to the Board for capitalization of Rs.51,60,760 (Rupees Fifty one lakh sixty thousand seven hundred Sixty only) out of the free reserves created out of profits and the securities premium account of the Company for the purpose of issuance of bonus shares to the shareholders (including reservation to the CCD Holders) of the Company, whose names appear in the Register of Members maintained by the Company/List of Beneficial Owners of the Depositories as on the record date to be determined by the Board in proportion of 1:20 i.e. 1 (One) equity shares of nominal value Rs.10/- (Rupees Ten Only) each for every 20 (Twenty) equity share of nominal value of Rs.10/- (Rupees Ten Only) each.

“RESOLVED FURTHER THAT as per regulation 294 (1) & (2) of SEBI (ICDR) Regulations reservation of Equity shares under Bonus Issue is made for the Compulsorily Convertible Debentures (CCD) holder and shall be issued to the holder of such CCD at the time of conversion of such CCD on the same terms or same proportion at which the bonus shares are issued.

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

“RESOLVED FURTHER THAT the Bonus shares so distributed shall, for all purposes, be treated as an increase in the nominal amount in the Capital of the Company held by each such member, and not as income or distribution in lieu of dividend.”

“RESOLVED FURTHER THAT no letter of allotment shall be issued to the allottees of the bonus equity shares and that in the case of members who hold the equity shares in dematerialized form as on the record date, the bonus shares shall be credited to the respective beneficiary accounts of the members with their respective depository participants and in the case of members who hold equity shares in physical form as on the record date, the share certificates in respect of the bonus shares shall be dispatched, within the prescribed period.”

“RESOLVED FURTHER THAT the New Equity Shares of Rs. 10/- each to be allotted as Bonus Shares shall be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects with the fully paid up equity shares of the Company as existing on the record date as may be fixed in this regard by the Board.”

“RESOLVED FURTHER THAT the issue and allotment of the bonus equity shares to the extent they relate to Non-Resident Indians (NRIs), Overseas Citizen of India, Foreign Nationals, Overseas Corporate Bodies (OCBs), Foreign Portfolio Investors (FPIs) and other foreign investors of the Company will be subject to the applicable regulations under the Foreign Exchange Management Act, 1999 or any other applicable laws for the time being in force.”

“RESOLVED FURTHER THAT in case of fractional shares, if any, arising out of the issue and allotment of the bonus equity shares, the Board be and is hereby authorized to make suitable arrangements to deal with such fractions for the benefit of the eligible Members.”

“RESOLVED FURTHER THAT for the purposes of giving effect to the bonus issue of equity shares as resolved hereinbefore, the issuance of equity shares or securities representing the same, the Board and other designated officers of the Company be and are hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation to file any documents with the Securities and Exchange Board of India, Stock Exchange(s) where the shares of the Company are listed, Depositories, Ministry of Corporate Affairs and/ or concerned authorities, applying and seeking necessary listing approvals from the Stock Exchange(s), and to settle any question, difficulty or doubt that may arise in regard thereto.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable for the purpose of giving effect to the aforesaid resolutions and determine all other terms and conditions of the issue of bonus equity shares as the Board may in its absolute discretion deem fit.”

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

ITEM NO. 3:- APPOINTMENT OF MRS MONICA JAIN (DIN: 05253864) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit to pass with or without modification, the following resolution as a 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 re-enactment(s) thereof, for the time being in force), read with Schedule IV of the Act and based on the 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 Mrs. Monica Jain (DIN:05253864) , as Independent Director of the Company for term of 5 (five) years commencing from 5[th] February, 2025 till 4[th] February, 2030 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.”

ITEM NO. 4:- APPOINTMENT OF MR LALIT KUMAR WATTS (DIN:10906518) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit to pass with or without modification, the following resolution as an 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 re-enactment(s) thereof, for the time being in force), read with Schedule IV of the Act and based on the 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. Lalit Kumar Watts (DIN:10906518), as Independent Director of the Company for term of 5 (five) years commencing from 5[th] February, 2025 till 4[th] February, 2030 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.”

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

ITEM NO. 5 - MIGRATION OF LISTING / TRADING OF EQUITY SHARES OF THE COMPANY FROM EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”) AS WELL AS ON MAIN BOARD OF BSE LIMITED (“BSE”):

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

Note: In accordance with Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, the below mentioned Resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

“RESOLVED THAT pursuant to Regulation 277 and other relevant provisions laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and other applicable provisions, if any, of the Companies Act 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI LODR Regulations”), the Securities Contracts (Regulation) Act, 1956 (the “SCRA”), the Listing Agreement entered into by the Company with National Stock Exchange of India Limited (“NSE”), where the equity shares of face value of `10/- each (“Equity Shares”) of the Company are currently listed, applicable to small and medium enterprise and subject to the applicable Laws and by-laws and rules and regulations of NSE and subject to the approval of other statutory authorities, if any and in accordance with the eligibility criteria for migration from NSE emerge platform to NSE main board as well as BSE Limited main board (“BSE”) as specified by NSE and BSE and other applicable laws, the consent of the members of the Company be and is hereby accorded for Migration of Equity Shares of the Company which are currently listed on Emerge Platform of NSE to the Main Board of NSE as well as Main Board of BSE and upon Migration the said Equity Shares to get listed and traded on the capital segment (Main Board) of NSE and BSE, from the date of approval of Migration / getting listed and admitted to be dealt on Main Board of NSE and BSE as and when the Company is eligible for the same and to follow such procedures as specified by SEBI (ICDR) Regulations and other applicable regulations notified by SEBI / regulatory authorities as amended from time to time for migration to Main Board, subject to necessary approvals and eligibility criteria prescribed by the BSE, NSE and SEBI.”

“RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters and things and to execute all such documents, instruments and writings as may be required and to file all such applications, papers,

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

documents in relation to above and to fulfill all such legal formalities in the connection and to form any committee if it think and deem fit including but not limited to:

a) Make application to NSE and BSE for the migration of the Equity Shares of the Company from the emerge platform of NSE to the Main Board of NSE and BSE;

b) Appoint and engage such professional(s) and advisor(s) as they deem appropriate and to fix and pay fees and remuneration to them;

c) Finalize, execute, file and submit the Information Memorandum, certificates, undertakings, confirmations, agreements, contracts and such other documents and instruments as may be necessary and to accept and carry out any modifications, alteration or changes therein;

d) Delegate all or any of their powers herein conferred to any of such Directors or officer of the Company;

“RESOLVED FURTHER THAT, Directors of the Company be and are hereby authorized jointly and severally to do all such acts and things as may be necessary and expedient to give effect to the above resolution, on behalf of the Company.”

Place: Baddi By Order of the Directors Date: 05.02.2025

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

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

Notes and E-voting Instructions:

  1. An explanatory statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (the “Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, setting out all material facts and rationale relating to the resolution in this Notice is appended herein below for information and consideration of the Members and the same should be considered as part of this Notice.

  2. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the “NSDL”) and Central Depository Services (India) Limited (the “CDSL”) as on 31[st] January, 2025 ( the “Cut-Off Date”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, M/s. MUFG Intime India Pvt Ltd (the “RTA”), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

  3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e- voting system only.

  4. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)-2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.

  5. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may temporarily get their e-mail address registered with the Company’s RTA by following the procedure given below:

i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]

ii. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

  1. It is clarified that for permanent registration of e-mail address, the members are however requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings through the Company’s RTA to enable servicing of notices, etc. electronically to their email address.

  2. The remote e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on 31[st] January, 2025 being the Cut-Off date for the purpose. The shareholders of the Company holding shares either in dematerialised or in physical form, as on the Cut-Off date, can cast their vote electronically.

  3. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

  4. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

  5. Postal Ballot (remote e-voting) period commences from Monday 10[th] February, 2025 (9.00 a.m. IST) and ends on Tuesday, 11[th] March 2025 (5.00 p.m. IST) (both days inclusive). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote via remote e-voting by not later than 5.00 P.M. on Tuesday, 11[th] March 2025 . At the end of the e- voting period, the facility shall forthwith be blocked and e-voting shall not be allowed beyond the said date and time.

  6. The proposed resolution, if approved, will be taken as having duly passed on the last date specified for remote e-voting by the requisite majority of Members by means of Postal Ballot i.e. Tuesday, 11[th] March 2025. The resolution passed by the Members through Postal Ballot is deemed to have been passed as if the same have been passed at a general meeting of the Members. 12. This Notice shall also be available on the website of the Company at www.betadrugslimited.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited at www.nseindia.com.

  7. Relevant documents referred to in this Notice shall be available for inspection electronically by the Members until 5:00 p.m. (IST) of the last date of remote e-voting of this Postal Ballot i.e., Tuesday, 11[th] March 2025. 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. 14. The Board of Directors has appointed CS Dinesh Bhandari, Practicing Company Secretary, Chandigarh (FCS 5887), as Scrutinizer for conducting the Postal Ballot and e-voting process in a fair and transparent manner.

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat accounts to access e Voting facility.

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

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders 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. Click on “Login”

  • c) After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e- Voting” under e-Voting services.

  • d) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for NSDL 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 successful registration, user will be provided with Login ID and password.

  • d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • e) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders 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.

  • a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e- Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

  • b) Click on “MUFG Intime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

  • b) Click on New System Myeasi Tab

  • c) Login with existing my easi username and password

  • d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

  • e) Click on “Link InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

  • 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 username and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “Link InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders 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 “Link InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to 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, user shall navigate through “e-voting” option.

  • c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

  • d) After successful authentication, click on “MUFG Intime/ Link InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

  • b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

  • 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_ _NSDL form** , shall provide ‘D’ above

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

  • Enter Image Verification (CAPTCHA) Code

  • Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

  • c) Click on “Login” under ‘SHARE HOLDER’ tab.

  • A. User ID: Enter your User ID

  • B. Password: Enter your Password

  • C. Enter Image Verification (CAPTCHA) Code

  • D. Click “Submit”

  • d) Cast your vote electronically:

  • A. After successful login, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon.

  • C. E-voting page will appear.

  • D. 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).

  • E. 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 (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

  • c) Fill up your entity details and submit the form.

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

  • 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) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

  • A. ‘Investor ID’ –

    • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

    • ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

  • B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

  • C. ‘Investor PAN’ - Enter your 10-digit PAN.

  • 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 or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

  • E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period. METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) Click on “Votes Entry” tab under the Menu section.

  • c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.

  • 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’. 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.

OR

METHOD 2 - VOTES UPLOAD

  • a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

  • b) After successful login, you will be able to see the “Notification for e-voting”.

  • c) Select “View” icon for “Company’s Name / Event number”.

  • d) E-voting page will appear.

  • e) Download sample vote file from “Download Sample Vote File” tab.

  • f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

  • g) 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:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

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.

**Login type ** Helpdesk details
Individual Shareholders holding
securities in demat mode with
NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a
request [email protected] or call at : 022 - 4886 7000
Individual Shareholders holding
securities in demat mode with
CDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending a request
[email protected] or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on “Login” under ‘SHARE HOLDER’ tab.

  • Click “forgot password?”

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

  • Click on “SUBMIT”.

In case shareholders have a 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 information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. 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:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

  • Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

  • Click “forgot password?”

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

  • Click on “SUBMIT”.

In case shareholders have a 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 information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. 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.

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

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned 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”.

Team InstaVote

MUFG Intime India Private Limited Formerly Link Intime India Private Limited

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

ITEM NO.1.

The Members may note that the existing authorized share capital of the Company is INR 10,50,00,000 (Indian Rupees Ten Crores Fifty lakh) divided into 1,05,00,000 (One Crore and Five Lakh) Equity Shares of INR 10 (ten) each (“ Equity Shares ”). The Members to further note from item no. 2 of the Notice, that the Company is proposing to issue Equity Shares by way of Bonus Issue and would thereby require adequate headroom in the authorized share capital to enable the issuance of the Equity Shares.

In this regard, and as approval by board of directors at the board meeting held on 5[th] February 2025, approval of the Members be and is hereby sought for the increase in the authorized share capital to INR 11,00,00,000 (Indian Rupees Eleven Crores) divided into 1,10,00,000 (One Crore and Ten Lakh) Equity Shares of INR 10 (ten) each and amend the existing Clause V of the Memorandum of Association.

Existing and new altered MOA and AOA will be available for inspection by the members of the company during the working hours upto the date of passing the resolution through Postal Ballot.

ITEM NO 2

The Board of Directors at its meeting held on 5[th] February, 2025, subject to consent of the members of the Company, approved and recommended issue of bonus equity shares of Rs. 10(Rupees Ten only) each credited as fully paid-up to eligible members of the Company in the proportion of 1:20 i.e. 1(One) equity shares of nominal value Rs.10/- (Rupees Ten Only) each for every 20 (Twenty) equity share of nominal value of Rs.10/- (Rupees Ten Only) each by capitalizing a sum not exceeding Rs.51,60,760 (Rupees Fifty one lakh sixty thousand seven hundred Sixty only) (including reservation to the CCD Holders) out of securities premium account and/or any other permitted reserves / surplus of the Company, as may be considered appropriate.

Article of Association of the Company permits capitalization of any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts (including securities premium account) or to the credit of the profit and loss account, or otherwise available for distribution by applying the same towards payment of unissued shares to be issued to the members as fully paid bonus shares.

The issue of bonus equity shares by way of capitalization of the sums standing to the credit of securities premium account and/or any other permitted reserves / surplus of the Company, as may

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

be considered appropriate for the purpose of issue of bonus equity shares requires members' approval in terms of Sections 61 and 63 of the Companies Act, 2013 and other applicable statutory and regulatory approvals.

Further as per the regulation 294 (1) & (2) of SEBI (ICDR) Regulations a reservation of equity shares is made in favour of the Compulsory Convertible Debentures Holders and the same shall be issued to the holder of such CCD at the time of conversion of such Debentures on the same terms or same proportion at which the bonus shares are issued.

The Record Date for determining the eligibility of the shareholders to receive the said bonus shares will be fixed by the Board. The Board of Directors recommends for approval of members the capitalization of reserves and issue of bonus shares as proposed.

The Bonus Shares on allotment shall rank pari-passu with existing equity shares of the Company and the Bonus shares are entitled for dividend declared after allotment of shares. The proposed bonus shares are not in lieu of Dividend.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 2 of this Postal Ballot Notice except to the extent of their shareholding in the Company.

The Board recommends the Special Resolutions set out at Item Nos. 2 of this Postal Ballot Notice for approval by the members.

ITEM NO.3

The Nomination & Remuneration Committee in their meeting held on 5[th] February, 2025 had recommended to the Board to appoint Mrs. Monica Jain (DIN: 05253864) 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 Mrs. Monica Jain (DIN: 05253864) as an Additional Director in their meeting held on 5[th] February, 2025.

As an Additional Director, Mrs. Monica Jain (DIN: 05253864) 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 Mrs. Monica Jain (DIN: 05253864) confirming that she 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 ”). Mrs. Monica Jain has given her consent to act as a Director of the Company pursuant to Section 152 of Act. Mrs Monica Jain has further confirmed that she is neither disqualified nor debarred from holding the

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

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, Mrs. Monica Jain (DIN: 05253864) fulfils the conditions for her appointment as an Independent Director as specified in the Act and the Listing Regulations and she is independent of the management.

Mrs. Monica Jain (DIN: 05253864) is M.S. Ophthalmologist in 2000. She is having an experience in the field of Ophthalmologist and presently running a Dr Monica’s eye clinic in panchkula. 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. Mrs. Monica Jain (DIN: 05253864) is not related to any other Director and Key Managerial Personnel of the Company.

She is presently director in Nil Companies.

She 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 Mrs. Monica Jain (DIN: 05253864) and her relatives, are in any way, concerned or interested in the said resolution. The Board recommends the resolution set forth in Item no. 3 for the approval of the members as a Special resolution.

ITEM NO.4

The Nomination & Remuneration Committee in their meeting held on 5[th] February, 2025 had recommended to the Board to appoint Mr. Lalit Kumar Watts (DIN: 10906518) 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. Lalit Kumar Watts (DIN: 10906518) as an Additional Director in their meeting held on 5[th] February, 2025.

As an Additional Director, Mr. Lalit Kumar Watts (DIN: 10906518) 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. Lalit Kumar Watts 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. Lalit Kumar Watts has given his consent to act as a Director of the Company pursuant to Section 152 of Act. Mr. Lalit Kumar Watts has further confirmed that he is neither disqualified nor debarred from holding the

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

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. Lalit Kumar Watts (DIN: 10906518) 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. Lalit Kumar Watts (DIN: 10906518) has done his graduation from M.S. University of Baroda, and further he had done a certificate course in Industrial Relations and Industrial Management at XLRI Jamshedpur, followed by an MBA in Management from IIM Calcutta. He is having experience of 35 years in organization on different departments like HR, Admin, Benefits Administration, Training and development and presently working with BPCL holding senior level position and working in coordination with HR/brand department. 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. Lalit Kumar Watts (DIN: 10906518) is not related to any other Director and Key Managerial Personnel of the Company.

He is presently director in Nil Companies.

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. Lalit Kumar Watts (DIN: 10906518) and his relatives, are in any way, concerned or interested in the said resolution. The Board recommends the resolution set forth in Item no. 4 for the approval of the members as a Special resolution.

ITEM NO. 5

Note: In accordance with Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, the Resolutions in Item No. 5 of this Notice shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

The Equity Shares of the Company are listed and traded on Emerge platform of National Stock Exchange of India Limited (“NSE”) i.e. NSE-EMERGE w.e.f. 12[th] October, 2017 till date.

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

The Company has been performing consistently and has increased its business operations year by year. The listing of Equity Shares of the Company enhanced transparency in the functioning and the Company has been benefitted. Over the period, the Company gained a good experience of compliances, Board procedures, corporate governance practices on account of SME listing and the Company are geared up for moving on to the Main board of National Stock Exchange of India Limited (‘NSE’) as well as Main Board of BSE Limited (‘BSE’). The Board of Directors in its meeting held on 5[th] February, 2025 , has accordingly decided to migrate from National Stock Exchange of India Limited (‘NSE) To Main Board of National Stock Exchange of India Limited (‘NSE’) as well as on Main Board of BSE Limited (‘BSE’).

In terms of Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and the present rules/regulations, the Equity Shares which are presently listed & traded on Emerge Platform of National Stock Exchange of India Limited can be migrated to Main Board of National Stock Exchange of India Limited as well as BSE Limited after an initial period of 3 years from the date of listing as per the guidelines specified and the procedures laid down under Chapter IX of SEBI ICDR Regulations, 2018.

At present, Your Company has been listed and traded on the Emerge Platform of National Stock Exchange of India Limited (Listed on 12[th] October, 2017) for more than Three years and as the paidup capital after considering the above bonus issue of Rs.51,60,760 (Rupees Fifty one lakh sixty thousand seven hundred Sixty only) constituting 5,16,076 Equity Shares of face value Rs. 10 each (including reservation to the CCD Holders). Your Company is well poised and eligible to make an application to National Stock Exchange of India Limited and BSE Limited for listing of its Equity Shares of face value of Rs. 10 each on Main Board of National Stock Exchange of India Limited as well as BSE Limited as per the guidelines specified by SEBI under Chapter IX of SEBI ICDR Regulations, 2018 and criteria laid down by National Stock Exchange of India Limited and BSE Limited for Migration and subject to all applicable provisions of SEBI (Listing Obligations & Disclosures Requirements), Regulations, 2015, applicable guidelines/circulars/notifications issued by the National Stock Exchange of India Limited and BSE Limited, approvals of Statutory/Regulatory Authorities, if any and subject to approval of Shareholders by way of Special Resolution.

The proposed listing of Equity Shares of the Company on Main Board of National Stock Exchange of India Limited as well as BSE Limited will not only act as a catalyst in the growth and expansion of the Company apart from taking company to a different league altogether with enhanced recognition and will also result in participation of a larger pool of potential investors thereby help to increase the liquidity of Shares of our Company.

The members are, therefore, requested to accord their approval for Migration of Listing/ Trading of Equity Shares of the company from Emerge Platform of National Stock Exchange of India Limited (‘NSE’) To Main Board of National Stock Exchange of India Limited (‘NSE’) as well as on Main Board of BSE Limited (‘BSE’) as set out in the resolution.

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

The Listing of the Equity Shares on the Main Board of National Stock Exchange of India Limited (‘NSE’) as well as on Main Board of BSE Limited (‘BSE’) would need to be approved by the Shareholders of the Company by passing a special resolution through Postal Ballot. Further, as per Regulation 277 of SEBI (ICDR), the resolution shall be passed by requisite majority i.e. shareholders other than promoters in favour of the proposal shall amount to at least two times the number of Votes cast by shareholders other than promoter shareholders against the proposal.

The Company would approach Stock Exchanges with necessary application for Migration upon receipt of approval of the Public Shareholders. It is in the interest of all the Shareholders including public Shareholders to approve the proposal for Migration of the present listed Equity Shares of the Company on the Main Board National Stock Exchange of India Limited (‘NSE’) as well as on main Board of BSE Limited (‘BSE’).

The Board recommends the matter and the resolution for the approval of the Members by way of passing Special Resolution.

None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolution, except to the extent of their equity shareholdings held by them in the Company.

Place: Baddi By Order of the Directors Date: 05.02.2025

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

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

Annexure-1

DETAILS OF DIRECTORS SEEKING APPOINTMENT THRU POSTAL BALLOT UNDER REGULATION 36 OF SEBI (LODR) REGULATIONS:-

Name of Director Mrs. Monica Jain Mr. Lalit Kumar Watts
Director
Identification
Number
05253864 10906518
Date of Birth/Nationality 06-04-1971 07-10-1960
Educational Qualification M.B.B.S & M.S. Ophthalmology Graduation from M.S. University of
Baroda, Certificate course in Industrial
Relations and Industrial Management at
XLRI Jamshedpur, MBA in Management
from IIM Calcutta.
Experience 23 Years 35 Years
Details of remuneration to
bepaid,if any
NIL NIL
Date of first appointment
to the Board
5thFebruary, 2025 5thFebruary, 2025
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 She is having an experience in
the field of Ophthalmologist and
presently running Dr Monica’s
Eye Clinic in Panchkula.
He is having experience of 35 years in
organization on different departments
like HR, Admin, Benefits Administration,
Training and development and presently
working with BPCL holding senior level
position and working in coordination
with HR/brand department.
Expertise
in
specific
Functional areas
Ophthalmology HR, Admin, Benefits Administration,
Trainingand development
Directorship
in
other
listed/unlisted Companies
Nil Nil

==> picture [488 x 67] intentionally omitted <==

==> picture [488 x 81] intentionally omitted <==

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 Nil
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 5thFebruary, 2025 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 5thFebruary,
2025 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 Ophthalmology Expertise
in
HR,
Admin,
Benefits
Administration,
Training
and
development

==> picture [488 x 67] intentionally omitted <==