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Emcure Pharmaceuticals Limited Proxy Solicitation & Information Statement 2026

Mar 24, 2026

60464_rns_2026-03-24_39ce7616-3304-485b-8e1a-5903870cf1b9.pdf

Proxy Solicitation & Information Statement

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Emcure

Ref: EPL/CS/SE/0026/2026

Date: March 24, 2026

To,

National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex, Bandra (East),
Mumbai – 400 051
Script Symbol: EMCURE
BSE Limited
P J Towers,
Dalal Street,
Mumbai- 400 001
Scrip Code/Symbol: 544210/ EMCURE

Dear Sir/Madam,

Subject: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice of Postal Ballot

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Notice of Postal Ballot dated March 24, 2026, along with Explanatory Statement which is sent to the Members through electronic mode, today i.e., on March 24, 2026, for seeking approval of the Members for appointment of Mr. C S Muralidharan (DIN: 00014740) as an Independent Director of the Company.

In compliance with the General Circular No. 03/2025 dated September 22, 2025, read with other circulars issued by the Ministry of Corporate Affairs (“MCA”) and Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued by SEBI dated January 30, 2026 (“SEBI Master Circular”), the Notice of Postal Ballot is sent by electronic mode only, on Tuesday, March 24, 2026, to those Members whose names appear in the Register of Members and/or Register of Beneficial Owners and whose e-mail addresses are registered with the Company/Company’s Registrar and Share Transfer Agent/Depositories as on the “Cut-off Date” i.e. Friday, March 20, 2026.

In this connection, the Company has engaged the services of MUFG lntime India Private Limited ( Formerly known as Link lntime India Private Limited ) (“MUFG Intime”) for providing e-voting facility to all the Members. The remote e-voting facility would be available during the following period:

Commencement of remote e-voting From 9:00 a.m. (IST) on
Thursday,March 26,2026
End of remote e-voting Till 5:00 p.m. (IST) on
Friday,April 24,2026

In pursuance to SEBI Master Circular, all the individual shareholders holding shares in demat mode, may cast their vote through remote e-voting by way of single login credential through their demat accounts / websites of Depositories / Depository Participants (DPs).

Emcure Pharmaceuticals Limited

Registered Office : Plot No. P-1 & P-2, IT-BT Park, Phase-II, M.I.D.C., Hinjawadi, Pune - 411057, Maharashtra, India Phone Nos.: +91 20 – 35070033/ 35070000 Fax No.: +91 20 3507 0060 E-mail: [email protected] Website: www.emcure.com CIN: L24231PN1981PLC024251

Emcure

The Notice of Postal Ballot as enclosed, is also placed on the website of the Company at www.emcure.com, on the websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of MUFG Intime (Insta Vote) at https://instavote.linkintime.co.in/.

The results of remote e-voting will be declared on or before Tuesday, April 28, 2026, along with the Scrutinizer’s Report and the same will be intimated to Stock Exchanges and will be displayed on the Company’s website i.e. www.emcure.com and will also be displayed at its Registered Office.

You are requested to take the above information on your records.

Thanking you,

For Emcure Pharmaceuticals Limited

AMRUTA Digitally signed by AMRUTA AMIT YANGALWAR DN: c=IN, o=Personal, 2.5.4.20=873D6C5CF736580CC52A45D8B8E3 AMIT 94622FF9BC85CEE72647AFBA71040DA9D84C, postalCode=411042, st=Maharashtra, serialNumber=CF3BF3F6D175FDCAB1EAE4F5 38CD14AA12C44045768F300EC7571C60B7A8 YANGALWAR 1C7C, cn=AMRUTA AMIT YANGALWAR Date: 2026.03.24 19:37:07 +05'30'

Amruta Yangalwar Company Secretary & Compliance Officer ICSI Membership No.: A25687

Encl: As above

Emcure Pharmaceuticals Limited

Registered Office : Plot No. P-1 & P-2, IT-BT Park, Phase-II, M.I.D.C., Hinjawadi, Pune - 411057, Maharashtra, India Phone Nos.: +91 20 – 35070033/ 35070000 Fax No.: +91 20 3507 0060 E-mail: [email protected] Website: www.emcure.com CIN: L24231PN1981PLC024251

==> picture [216 x 43] intentionally omitted <==

EMCURE PHARMACEUTICALS LIMITED Registered and Corporate : Plot No. P-1 and P-2, IT-BT Park, Phase II, M.I.D.C., Hinjawadi, Pune 411 057, Maharashtra, India Tel: +91 20 3507 0033, +91 20 3507 0000; E-mail: [email protected]; Website: www.emcure.com Corporate Identity Number: L24231PN1981PLC024251

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

SPECIAL BUSINESS:

NOTICE is hereby given that the resolution set out below is proposed for approval by the Members of Emcure Pharmaceuticals Limited (“the Company”) by means of Postal Ballot, only through remote e-voting process (“e-voting”) , being provided by the Company to all its Members to cast their votes electronically from Thursday, March 26, 2026 (9:00 a.m. IST) up to Friday, April 24, 2026 (5:00 p.m. IST) , pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (“the Act”) read with the Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act, if any, read with its Rules, the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) for holding general meetings/ conducting postal ballot process through e-voting vide General Circulars issued by MCA, the latest being No. 03/2025 dated September 22, 2025, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with Securities and Exchange Board of India (“SEBI”) Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“SEBI Master Circular”) , Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Explanatory Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules made thereunder, pertaining to the proposed resolution setting out the material facts and the reasons thereof, and additional information as required under the Act, Regulation 36 of the SEBI Listing Regulations and SS- 2, are annexed hereto and forms part of this Notice.

APPOINTMENT OF MR. C S MURALIDHARAN (DIN: 00014740) AS AN INDEPENDENT DIRECTOR OF THE COMPANY:

modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149 and 152, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, pursuant to applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force) , the Articles of Association of the Company and based on the recommendation of the NRC and Board of Directors of the Company, Mr. C S Muralidharan (DIN: 00014740 and IDDB Registration Number: IDDB-DI-202506-074680), who was appointed as an Additional Director (Non-Executive and Independent) of the Company with effect from April 01, 2026, pursuant to the provisions of the Section 161 of the Act and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director, being eligible, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149 and 152, read with Schedule IV and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, pursuant to Regulation 17(1C) and other applicable provisions of

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the SEBI Listing Regulations (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force) and based on the recommendation of the Nomination and Remuneration Committee (“NRC”) and Board of Directors of the Company, Mr. C S Muralidharan (DIN: 00014740 and IDDB Registration Number: IDDB-DI-202506-074680), who has submitted a declaration that he meets the criteria for independence as prescribed in Section 149(6) of the Act read with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of three (3) consecutive years with effect from April 01, 2026.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act read with the Rules made thereunder and Regulation 17(6) of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Muralidharan shall be paid such fees, remuneration and/ or profit related commission as the Board / NRC may approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time.

RESOLVED FURTHER THAT the Board and the Key Managerial Personnel of the Company, be and are hereby authorised to do all such acts, deeds and things as may be considered necessary, desirable and expedient for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto.”

For and on behalf of Board of Directors Emcure Pharmaceuticals Limited

Amruta Yangalwar Company Secretary and Compliance Officer Membership No. A25687

Place: Pune Date: March 24, 2026

Plot No. P-1 & P-2, IT-BT Park, Phase-II, M.I.D.C., Hinjawadi, Pune- 411057, Maharashtra

NOTES:

  1. The Explanatory Statement pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules made thereunder, setting out all material facts relating to the proposed resolution, in respect of Special Business of the Postal Ballot Notice and additional information as required under the Act, Regulation 36 of the SEBI Listing Regulations and SS- 2, are annexed hereto.

  2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear on the Register

Friday, March 20, 2026 (“Cut-off Date”) , received from the Depositories and whose e-mail address are registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.

  1. This Postal Ballot Notice will also be available on the Company’s website at www.emcure.com, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of MUFG lntime India Private Limited (Insta Vote) (Formerly known as Link lntime India Private Limited), Registrar and Transfer Agent of the Company at https://instavote.linkintime.co.in/.

  2. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company at www.emcure.com) duly filled and signed along with requisite supporting documents to MUFG lntime India Private Limited at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083, Maharashtra.

  3. Only a person, whose name is recorded in the Register of Members / Register of Beneficial Owners, as on the Cut-off Date, maintained by the Depositories shall be entitled to participate in the e-voting. The voting rights of Members shall be in proportion to the equity shares held by the Members in the paid-up equity share capital of the Company as on Cut-off Date. Members would be able to cast their votes, convey their assent, and dissent to the proposed resolutions only through the remote e-voting process. A person who is not a member as on the Cut-off Date, should treat this Postal Ballot Notice for information purpose only.

  4. Institutional / Corporate Shareholders (i.e., other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or Governing Body Resolution/ Authority Letter etc., with attested specimen signature of duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to [email protected] with a copy marked to [email protected].

  5. Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the SEBI Listing Regulations read with Section VI-C of the SEBI Master Circular, SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice. The e-voting Event No. for this purpose ‘260144’.

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  1. The remote e-voting period commences on Thursday, March 26, 2026 (9:00 a.m. IST) up to Friday, April 24, 2026 (5:00 p.m. IST), both days inclusive.

Members desiring to exercise their vote should cast their vote during this period. The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon expiry of aforesaid period. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date.

  1. The Company has engaged the services of MUFG lntime India Private Limited (Formerly known as Link lntime India Private Limited) ("MUFG Intime" or "Registrar and Transfer Agent") as the agency to provide e-voting facility.

  2. Relevant documents, if any, referred to in this Postal Ballot Notice and Explanatory Statement will be available for inspection electronically from the date of circulation of this Postal Ballot Notice until the last date of remote e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.

  3. Members may send their queries related to item(s) included in the Postal Ballot Notice on the email [email protected] from their registered email address, mentioning their name, folio number / DP IDClient ID as applicable, mobile number, copy of PAN Card.

  4. The Board of Directors of the Company have appointed Ms. Ashwini Inamdar (Membership No. FCS 9409, CP No. 11226) failing her, Mr. Atul Mehta (Membership No. FCS 5782, CP No. 2486), Partners of M/s. Mehta & Mehta, Practicing Company Secretaries, as Scrutinizer for conducting the Postal Ballot, through remote e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of

  5. The Scrutinizer will submit her/his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or the Company Secretary and Compliance Officer, as authorised by the Board, who shall countersign the same. The results of remote e-voting will be announced within two working days from the end of remote e-voting period i.e. Tuesday, April 28, 2026, and will be displayed on the Company’s website at www.emcure.com and the website of MUFG Intime at https://instavote.linkintime.co.in/. The results will simultaneously be intimated to the Stock Exchanges where the Equity Shares of the Company are listed and will also be displayed at the Registered Office of the Company.

  6. A member cannot exercise his vote by proxy on Postal Ballot.

  7. Resolution passed by the Members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

17. PROCEDURE FOR REMOTE E-VOTING:

In terms of SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, 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 remote e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL OTP based login

  • a. Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/ev otinglogin.jsp

  • b. Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.

  • c. Enter the OTP received on your registered email ID/ mobile number and click on login.

  • d. 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.

  • 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 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

  • a. Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.

  • b. & click on “Log-in”.

  • c. Post successful authentication, you will be able to see e-Voting services under Value added services section. 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.

Shareholders not registered for IDeAS facility:

  1. The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Friday, April 24, 2026 .

  2. a. To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or

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click on

https://eservices.nsdl.com/SecureWeb/IdeasDirect Reg.jsp

  • b. Enter 8-character DP ID, 8-digit Client ID, Mobile no,

  • c. Enter the last 4 digits of your bank account / generate ‘OTP’

  • d. Post successful registration, user will be provided with Login ID and password.

  • e. Follow steps given above in points (a-d).

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METHOD 3 - NSDL e-voting website

  • 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 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on “Login”.

  • d. 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.

  • 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.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 - CDSL e-voting website

  • a. Visit URL: https://www.cdslindia.com.

  • b. Go to e-voting tab.

  • c. Enter 16-digit 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. Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. 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 - CDSL Easi/ Easiest facility:

InTime. 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.

Shareholders not registered for Easi/ Easiest facility:

  • a. To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiR egistration/ https://web.cdslindia.com/myeasitoken/Home/Easie stRegistration.

  • b. registration.

  • c. Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).

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. Post successful authentication, 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.

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 and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP on InstaVote

Shareholders registered for INSTAVOTE facility:

  • a. Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.

  • b. Enter details as under:

  • User ID: Enter User ID

Shareholders registered for Easi/ Easiest facility:

  1. Password: Enter existing Password

  2. a. Visit URL:

https://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.

  • b. Enter existing username, Password & click on “Login”.

  • c. Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG

  • Click “Submit”.

(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)

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Shareholders not registered for INSTAVOTE facility:

  • a. Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:

advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

  1. User ID: Enter User ID

  2. 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.

  3. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)

  4. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

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  • Shareholders, holding shares in NSDL form, shall provide ‘point 4’ above.

  • Shareholders, holding shares in CDSL form, shall provide ‘point 3’ or ‘point 4’ above.

  • Shareholders, holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio number in ‘point 4’ above

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at [email protected] with a copy marked to RTA at [email protected] and the company at [email protected].

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.

  • 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)

5. 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).

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

Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

  • A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.

  • B. Select ‘View’ icon. E-voting page will appear.

  • C. 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).

  • D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

  • E. confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy

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:

  • ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.

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

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

  • ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

NOTE: 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.

D. 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”.

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STEP 3 – Steps to cast vote for Resolutions through InstaVote

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.”.

  • 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). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

  • f. 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).

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.


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 request at
[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 request at
[email protected]
or contact at toll free no.
1800 22 55 33

Forgot Password:

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

METHOD 2 - VOTES UPLOAD

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

  • b. e-voting”.

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

  • d. E-voting page will appear.

  • e. 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.

  • g. Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed.

  • h. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

NOTE: Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at [email protected] with a copy marked to RTA at [email protected] and the company at [email protected].

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 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

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

  2. Further Click on “forgot password?”

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

  4. Click on “SUBMIT”.

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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

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

  2. Further Click on “forgot password?”

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

  4. 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.

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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.

General Instructions - Shareholders

  • 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”.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER.

Appointment of Mr. C S Muralidharan (DIN: 00014740) as an Independent Director of the Company:

Pursuant to the provisions of Sections 149, 152, 161, read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on March 09, 2026, approved the appointment of Mr. C S Muralidharan (DIN: 00014740 and IDDB Registration Number: IDDB-DI-202506-074680) as an Additional Director (Non-Executive and Independent Director) of the Company. The Board also approved his appointment as an Independent Director, not liable to retire by rotation, for a term of 3 (three) consecutive years with effect from April 01, 2026, subject to approval of the Members by way of a Special Resolution.

completed the Executive Program in General Management from Booth School of Business, University of Chicago.

Mr. Muralidharan has overall 40 years of corporate experience spread across hydro-carbon and pharmaceutical sectors. He has held various board and senior leadership positions across multiple entities in India, Asia and Europe. He has had proactive engagements with the Board demonstrating strong partnership on Strategy M&A transactions, enterprise risk management, capital restructuring, enterprise transformation and ESG initiatives. He has previously worked with organizations like Indian Oil Corporation Limited, Ranbaxy Group, Lupin Limited, Matrix Laboratories Limited, Watson Group and in his last role, was associated with Sun Pharmaceutical Industries Limited, as Group Chief Financial Officer, where he was responsible for global finance, strategy, M&A, investor relations, governance and compliance.

The Company has received all statutory disclosures and declarations necessary for directorship from Mr. Muralidharan, including his consent to act as an Independent Director of the Company and a declaration to the Board that he meets the criteria of independence as provided in the Act read with the Rules framed thereunder and the SEBI Listing Regulations.

being appointed as an Independent Director of the Company by the SEBI/Ministry of Corporate Affairs or any such other statutory authority.

The Company has also received a notice in writing under the provisions of Section 160 of the Act, from a Member proposing the candidature of Mr. Muralidharan for the

Based on the skills, expertise and competencies of Mr. Muralidharan, the Nomination and Remuneration Committee and the Board of Directors have recommended his regularisation as a Director and his appointment as an Independent Director of the Company for a term of 3 (three) consecutive years with effect from April 01, 2026. The Board is of the view that his knowledge and experience will contribute significantly to the growth of the Company.

conditions specified in the Act read with Rules made thereunder and the SEBI Regulations for being appointed as an Independent Director and he is independent of the management.

The terms and conditions of appointment of Independent Directors is uploaded on the website of the Company at www.emcure.com and shall also be made available for inspection through electronic mode to the Members of the Company.

During his tenure as an Independent Director of the Company, he shall be eligible to receive sitting fees and/or remuneration as per the Nomination and Remuneration Policy of the Company and applicable laws.

Mr. C S Muralidharan is a Cost & Management Accountant with a Master’s degree in commerce and has

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Except Mr. Muralidharan or his relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in the Notice.

The Board of Directors hereby recommends passing of this resolution as set out in the Notice for the approval of the Members as a Special Resolution.

For and on behalf of Board of Directors Emcure Pharmaceuticals Limited

Amruta Yangalwar Company Secretary and Compliance Officer Membership No. A25687

Place: Pune Date: March 24, 2026

Plot No. P-1 & P-2, IT-BT Park, Phase-II, M.I.D.C., Hinjawadi, Pune- 411057, Maharashtra

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DETAILS PURSUANT TO REGULATION 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND THE SECRETARIAL STANDARD ON GENERAL MEETINGS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

NAME OF THE DIRECTOR Mr. C S Muralidharan
DIN 00014740
Age 63 years
Nationality Indian
Date of frst appointment on the Board April 01, 2026
Relationships between directors inter-se
and with Manager and other Key
Managerial Personnel of the Company
Not related to any Director/ Manager/ Key Managerial Personnel
of the Company.
Area of Expertise a) Leadership
b) Finance
c) Industry expertise
d) Corporate Strategy
Qualifcations Mr. C S Muralidharan is a Cost & Management Accountant with a
Master’s degree in commerce and has completed the Executive
Program in General Management from Booth School of
Business, University of Chicago.
Experience / Brief Resume Mr. Muralidharan has overall 40 years of corporate experience
spread across hydro-carbon and pharmaceutical sectors. He has
held various board and senior leadership positions across
multiple entities in India, Asia and Europe. He has previously
worked with organizations like Indian Oil Corporation Limited,
Ranbaxy Group, Lupin Limited, Matrix Laboratories Limited,
Watson Group and in his last role, was associated with Sun
Pharmaceutical Industries Limited, as Group Chief Financial
Offcer, where he was responsible for global fnance, strategy,
M&A, investor relations, governance and compliance.
Names of listed entities in which the
person also holds the directorship
Listed Entities:
1.
Nil
Other Companies:
1.
Kryvos Advisors Private Limited
2.
Maiva Pharma Private Limited
Listed entities from which the person
has resigned in the past three years
including Membership / Chairmanship of
Committees of respective company
Nil
Membership/ Chairpersonship of
Committees of the Board of Companies
Chairmanship:Nil
Membership:Nil
No. of shares held in the Company and %
of Paid-up Share Capital
Nil
Justifcation for choosing the appointee
for appointment as Independent Director
As mentioned in the explanatory statement annexed to the Postal
Ballot Notice.
Terms and conditions of appointment or
re-appointment
To be appointed as an Independent Director for frst term of 3
(three) consecutive years, not liable to retire by rotation.
Details of remuneration sought to be paid Mr. Muralidharan will be eligible for payment of sitting fees for
attending Board or Committee Meetings of the Company or for any
other purpose as may be decided by the Board, reimbursement of
expenses for participating in the Board and/or Committee
meetings of the Company & remuneration, as payable to other
non-executive directors of the Company, as per the Nomination
and Remuneration Policy of the Company.

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Details of remuneration last drawn
(For FY 2025-26)
Not Applicable
Number of Meetings of the Board
attended during the FY-2025-26(till the
date of Postal Ballot Notice)
Not Applicable
Performance Evaluation of the
Independent Directors
Not Applicable

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