Beta Drugs Limited — Proxy Solicitation & Information Statement 2026

Jan 30, 2026

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CORRIGENDUM TO THE NOTICE OF THE EXTRA ORDINARY GENERAL MEETING (“EGM”)

This corrigendum is being issued in continuation of the notice dated 9[th] January, 2026 (“ Notice ”) for the EGM of the shareholders of Beta Drugs Limited (“ Company ”) which is scheduled to be held on Wednesday, 4[th] February, 2026 at 11.30 AM. IST at the registered office of the company situated at Village Nandpur, Lodhimajra Road, Baddi Distt Solan, H.P - 174101. The notice of EGM was dispatched to the shareholders of the Company on 12[th] January, 2026 electronically & by courier in due compliance with the provisions of the Companies Act, 2013, as amended, and the rules made thereunder (the “ Companies Act ”), read with circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (“ SEBI ”), to transact the business stated therein.

This corrigendum to the EGM Notice (“ Corrigendum ”) is issued to provide certain clarifications pursuant to the suggestions / comments received from National Stock Exchange of India Limited vide their letter Ref: NSE/LIST/52987 dated 20[th] January, 2026 with respect to the following points:

1. Change in the relevant date from 02 January 2026 to 05 January 2026 in order to comply with the requirements of Regulation 161 of the SEBI (ICDR) Regulations;

2. Clarification with respect to the consideration payable by the Company for the acquisition of 66.09% of equity shares of Nivian Lifesciences Private Limited for a total consideration of INR 69,39,67,631;

3. Revision to the basis on which the price per share of the company has been arrived at and the justification of the said price in light of the changed relevant date;

4. The shareholding pattern of the company before and after the preferential issue of equity shares;

5. The status of the individual allottees within the company post allotment viz. promoter or public category; 6. The number of persons to whom allotment on preferential basis have been made during the past financial year to include details of individuals to whom issuances have been made pursuant to conversion of compulsorily convertible debentures;

6. A link to the valuation report issued by Mr. Hitesh Jhamb, the registered valuer; and

7. Additional confirmations that neither the company, the promoters, or the directors are fraudulent borrowers.

All other contents of the Notice remain the same.

This corrigendum to the Notice shall form an integral part of the Notice which has already been circulated to the shareholders of the Company. Accordingly, the Notice shall always be read in conjunction with this corrigendum. This corrigendum is available on the website of the Company at https://www.betadrugslimited.com and on the website of the National Stock Exchange at www.nseindia.com

(a) Rectification of the relevant date:

• (i) In the Notice under “Item No. 4”, Para Number 4 should be read as follows:

“RESOLVED FURTHER THAT the price of the Equity Shares have been determined in accordance with Chapter V of the SEBI ICDR Regulations considering the relevant date to be 05 January 2026 and such price meets the floor price requirements as set out under Regulation 164 of the SEBI ICDR Regulations.”

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• (ii) In the explanatory statement to the Notice for “Item No. 4”, Para Number 4 should be read as follows:

Additionally, the Members may note that in terms of Regulation 161(a) of SEBI ICDR Regulations the relevant date (with respect to issuance of securities) may be the date which is thirty days prior to the meeting of the shareholders being held to consider the proposed preferential issue. In this regard, the Members to note that the price of the Equity Share has been determined in accordance with Chapter V of the SEBI ICDR Regulations, and meets the floor price requirements, considering the relevant date to be 05 January 2026 (i.e. the day preceding 30 (thirty) days prior to the date of shareholders’ meeting in which preferential allotment is being considered).

• (iii) In the explanatory statement to the Notice for “Item No. 4”, under the details in relation to the Company’s proposed preferential allotment of Equity Shares to the Proposed Allottees, as required in terms of the SEBI ICDR regulations and the Act read with the PAS Rules and Companies (Share Capital and Debentures) Rules, 2014, point number 5 should be read as follows:

The Relevant Date for determining the price of equity shares for the purpose of the preferential issue in accordance with the SEBI ICDR Regulations, would be 05 January 2026, i.e. the date 30 days prior to the date of the Extraordinary General Meeting i.e.04 February 2026

• (b) Clarification with respect to the consideration payable by the Company for the acquisition of 66.09% of equity shares of Nivian Lifesciences Private Limited for a total consideration of INR 69,39,67,631.

• (i) In the Notice under “Item No. 4”, Para Number 3 should be read as follows:

" RESOLVED FURTHER THAT , pursuant to the share swap arrangement as set out above, the Members hereby take on record the independent valuation report issued by Mr. Hitesh Jhamb in respect of the Target Equity Shares and authorizes the relevant officers of the Company to submit and file such valuation report with the stock exchange(s), as required under Regulation 163(3) of the SEBI ICDR Regulations”

The table below sets out the details of the Proposed Allottees, including (i) name of the Proposed Allottees; (ii) the number of Equity Shares of the Company proposed to be issued and allotted to each Proposed Allottee, and (ii) the corresponding consideration for such issuance, being the number and value of Target Equity Shares to be transferred by each Proposed Allottee to the Company pursuant to the Proposed Transaction:-

Name of the Proposed Allottee	Number of Equity Shares being allotted	Value in INR	Consideration	Consideration
			Number of shares being transferred by each of the Proposed Allottees in the Target	Bank Payment and Value of Beta Drugs Limited Share in INR
Anjali Ajit Deval	1,25,596	215,081,894	4,84,616	30,72,60,907
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Kayadam Ramanathan 47,181 80,796,991 1,82,048 11,54,23,828
Bharat
Neha Bagla 34,222 58,604,833 1,32,048 8,37,22,346
Gurvinder Singh 23,260 39,832,517 89,750 5,69,04,160
Roshan Thapa 15,949 27,312,503 61,538 3,90,16,916
Lalitha Natrajan 7,974 13,655,395 30,769 1,95,08,458
Sankarnarayan
Deepak Chokhani 4,386 7,510,981 16,923 1,07,29,684
Shruti Kondia 2,990 5,120,345 11,538 73,15,434
Anisha Agarwal 1,994 3,414,705 7,692 48,76,956
Santosh Pandey 1,994 3,414,705 7,692 48,76,956
Sarla Devi Dogra 1,595 2,731,422 6,154 39,01,818
Neha Dipesh Jain 1,196 2,048,138 4,615 29,26,047
Dineshkumar L Dhanuka 997 1,707,353 3,846 24,38,478
Jajodia Equity Advisors 997 1,707,353 3,846 24,38,478
Services Limited
JM Global Equities 997 1,707,353 3,846 24,38,478
Private Limited
Narendra Himatsingka 997 1,707,353 3,846 24,38,478
Neha Goenka 997 1,707,353 3,846 24,38,478
Puja Goenka 997 1,707,353 3,846 24,38,478
Shewta Sethi 997 1,707,353 3,846 24,38,478
Sushma Himatsingka 997 1,707,353 3,846 24,38,478
Svastha Consulting LLP 997 1,707,353 3,846 24,38,478
Sandeep Raina 877 1,501,854 3,385 21,46,190
Charuben Yogesh Ajmera 797 1,364,855 3,077 19,50,909
Ketan Malkhan 797 1,364,855 3,077 19,50,909
Maruti Pujari 598 1,024,069 2,308 14,63,340
Simple M Prahladka 598 1,024,069 2,308 14,63,340
Kavita Kanodia 498 852,820 1,923 12,19,239
Suresh Kanodia 498 852,820 1,923 12,19,239
Atul Bapna 399 683,284 1,538 9,75,138
Manoj Sharma 399 683,284 1,538 9,75,138
Long Run Services LLP 399 683,284 1,538 9,75,138
Sheza Corporate 299 512,035 1,154 7,31,670
Advisors LLP
Sweta Rathi 199 340,786 769 4,87,569
TOTAL 2,83,668 48,57,78,613 10,94,535 69,39,67,631
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(ii) In the explanatory statement “Item No. 4”, Para No. 2 should be read as follows:

In furtherance of the Proposed Transaction, the Company shall make payment of a portion of the Consideration amounting to INR 48,57,78,613 (Indian Rupees Forty-Eight Crore Fifty-Seven Lakh Seventy-

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Eight Thousand Six Hundred and Thirteen) by issuing equity shares of the Company (“ Equity Shares ”) to certain shareholders of the Target who are transferring their equity shares in the Target to the Company (the “ Proposed Allottees ”). Accordingly, pursuant to the aforesaid share swap arrangement, the Company shall offer and issue 2,83,668 (Two Lakh Eighty Three Thousand Six Hundred And Sixty Eight) fully paid-up equity shares of the Company (“Equity Shares”) of face value INR 10 (Indian Rupees Ten) each, at an issue price of INR 1712.49 (Indian Rupees One Thousand Seven Hundred Twelve and Forty Nine Paisa) per Equity Share including a premium of INR 1702.49 (Indian Rupees One Thousand Seven Hundred Two and Forty Nine Paisa) per Equity Share, on a preferential basis, in a single tranche, to the Proposed Allottees and the balance payment of INR 20,81,89,018 (Indian Rupees Twenty Crore Eighty One Lakh Eighty Nine Thousand and Eighteen) shall be made by the Company by means of a cash consideration through banking channel.

(c) In the explanatory statement for “Item No. 4”, point number 4 should be read as follows:

4. Basis on which the price has been arrived at and justification for the price:

The equity shares of the Company are listed on the National Stock Exchange of India Limited (“ NSE ”) and the equity shares are frequently traded as per the meaning ascribed under the SEBI ICDR Regulations. For the purpose of computation of the price per Equity Share, trading on the NSE (the Stock Exchange which had the highest trading volume in respect of the equity shares) has been considered.

In terms of the applicable provisions of the SEBI ICDR Regulations, the floor price at which the equity shares shall be allotted is INR 1712.49 (Indian Rupees One Thousand Seven Hundred Twelve and FortyNine Paisa), being higher of the following:

• (i) 90 trading days’ volume weighted average price of the related equity shares quoted on the recognised stock exchange preceding the relevant date which was INR 1710.05 (Indian Rupees One Thousand Seven Hundred Ten and Zero Five Paisa); or

• (ii)10 trading days’ volume weighted average prices of the related equity shares quoted on a recognised stock exchange preceding the relevant date which was INR 1566.08 (Indian Rupees One Thousand Five Hundred Sixty-Six and zero-Eight Paisa)

A valuation report from Mr. Hitesh Jhamb has been obtained in accordance with the requirements of the Act and the SEBI ICDR Regulations.

(d) In the explanatory statement for “Item No. 4”, point number 6 should be read as follows:

6. Shareholding Pattern of the Company before and after the preferential issue of equity shares:

The shareholding pattern of the Company giving the position as on the latest available beneficial position statement dated 03.01.2026 being the latest practicable date prior to the approval of Board and issuance of notice to the Members of the Company and after assuming the proposed preferential issue of Equity Shares is provided hereunder:

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Sr. No. Category Pre-issue Post-issue
No. of shares held % of share No of shares % of share
holding held holding
A Promoters' holding
1 Indian
Individual 65,51,392 64.90% 65,51,392 63.13%
Bodies corporate - -
Sub-total 65,51,392 64.90% 65,51,392 63.13%
2 Foreign Promoters - -
Sub-total (A) 65,51,392 64.90% 65,51,392 63.13%
B Non-Promoters'
holding
1 Institutional investors 3,05,931 3.03% 3,05,931 2.95%
2 Non-institution
Private corporate bodies 8,87,658 8.79% 8,91,347 8.59%
Directors and relatives 0 0 0 0
Indian public 21,97,666 21.77% 24,77,645 23.87%
Other (including NRIs) 1,51,906 1.51 % 1,51,906 1.46%
Sub-total (B) 35,43,161 35.10% 38,26,829 36.87%
GRAND TOTAL (A+B) 1,00,94,553 100% 1,03,78,221 100%
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The above shareholding pattern and percentage are based on capital as on 03[rd] January, 2026 without taking into consideration any potential dilutions by way of allotment of shares upon any other corporate action in between. The shareholding percentages have been calculated on the basis of post preferential issue on fully diluted basis.

(e) In the explanatory statement for “Item No. 4”, point number 8 should be read as follows:

8. Class or classes of persons to whom the allotment is to be made:

The proposed allottees belongs to the public category shareholder. Further it is hereby confirmed that the current and proposed status of the allottee(s) post the preferential issues is non-promoter.

(f) In the explanatory statement “Item No. 4”, point 13 should be read as follows:

13. The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the Financial Year 2025-26, the Company has allotted 42,337 (Forty two Thousand Three Hundred and Thirty Seven Only) Equity Shares of face value ₹10/- (Rupees Ten only) each , at a price of INR 1,653.40 per equity share (including a premium of INR 1,643.40 per equity share) to Generational Capital Breakout Fund 1 pursuant to conversion of 42,337 (Forty-Two Thousand Three Hundred ThirtySeven) Compulsory Convertible Debenture in the conversion ratio of 1:1 which was allotted to them in the

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Financial Year 2024-25 at a price of Rs 1653.40 vide Special Resolution passed by the Members of the Company on November 12, 2024.

• (g) In the explanatory statement “Item No. 4”, point 14 should be read as follows:

14. Justification for allotment proposed to be made for consideration other than cash and the valuation report of the registered valuer:

It is proposed by the Board of Directors that the part of the Purchase Consideration shall be discharged by issuing the Allotment Shares to the shareholders of the Target in addition to cash consideration.

The value of the shares of the Target is done by Mr. Hitesh Jhamb, Company Secretary & Registered valuer and price / value of the equity shares of the Issuer Company determined in terms of Regulation 164 of ICDR Regulations. Valuation certificate is available on the website of the Company at following link:https://www.betadrugslimited.com/wp-content/uploads/2026/01/VALUATION-REPORT-08.01.2026.pdf

(h) In the explanatory statement “Item No. 4”, point 21(a) and 21(b) should be read as follows:

21. Other Disclosures:

• a. A copy of the certificate issued by Mr. Sandeep Rishi, Practicing Company Secretary (Registration No. FCS 4362 PCS 2445), certifying that the preferential issue is being made in accordance with the requirements of the SEBI ICDR Regulations, as applicable, shall be made available on the website of the Company to facilitate online inspection by the Members at following link:https://www.betadrugslimited.com/wp-content/uploads/2026/01/PCS-Certificate-09.01.2026-1.pdf

• b. Neither the Company nor its directors or promoter have been declared as willful defaulter or a fraudulent borrower as defined under the SEBI ICDR Regulations. None of its directors or promoter is a fugitive economic offender as defined under the SEBI ICDR Regulations.

Members are requested to kindly take note of the aforesaid amendments in the notice and the corresponding corrections before casting their votes.

The Corrigendum to the EGM Notice shall form an integral part of the EGM Notice which has already been circulated to the Members of Company and on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum. This Corrigendum will also be made available on website of the stock exchange i.e., NSE i.e., www.nseindia.com and on the website of the Company on www.betadrugslimited.com. All other contents of the EGM Notice, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.

By Order of the Directors Place: Baddi sd/Date: 30.01.2026 Ms. Rajni Brar Company Secretary

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