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JUBILANT PHARMOVA LIMITED Proxy Solicitation & Information Statement 2024

May 27, 2024

62021_rns_2024-05-27_51e7533b-9769-4f48-a5d0-593b06f6c0c2.pdf

Proxy Solicitation & Information Statement

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May 27, 2024

BSE Limited National Stock Exchange of India Limited

Floor 25, P. J. Towers Exchange Plaza

Dalal Street, Fort Bandra Kurla Complex, Bandra (E) Mumbai - 400 001 Mumbai - 400 051

Scrip Code: 530019 Symbol: JUBLPHARMA

Dear Sirs,

Sub: Disclosure under Regulation 30 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

We are enclosing herewith the Notice of Postal Ballot dated May 17, 2024 along with the explanatory statement thereto, being sent to the shareholders of the Company today seeking their approval on the business items as contained in the notice.

The e-voting shall commence on Tuesday, May 28, 2024 at 9:00 am (IST) and will end on Wednesday, June 26, 2024 at 5:00 pm (IST).

The results of Postal Ballot will be declared on or before Friday, June 28, 2024 .

A copy of Postal Ballot Notice is also being made available on the website of the Company https://www.jubilantpharmova.com/Uploads/image/2378imguf_JPM_Notice-Postal-Ballot_May-2024.pdf and the website of NSDL, the remote e-voting service providing agency to the Company www.evoting.nsdl.com

This is for your information and record.

Thanking you,

Yours faithfully,

For Jubilant Pharmova Limited

Digitally signed by Naresh Kapoor Naresh DN: cn=Naresh Kapoor c=IN o=PersonalReason: I am the author of this document Location: Kapoor Date: 2024-05-27 19:19+05:30 Naresh Kapoor Company Secretary Encl.: As above

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JUBILANT PHARMOVA LIMITED

(CIN: L24116UP1978PLC004624) Regd. Office: Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh, India Tele: +91-5924-267437 E-mail: [email protected], Web: www.jubilantpharmova.com

POSTAL BALLOT NOTICE

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

VOTING STARTS ON VOTING ENDS ON
Tuesday,May28,2024 at 09:00 a.m.(IST) Wednesday,June 26,2024 at 05:00p.m.(IST)

Notice is hereby given to the Shareholders of JUBILANT PHARMOVA LIMITED (the ‘Company’), pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013 ( the ‘Act’ ) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time ( ‘Management Rules’ ) read with the Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022,11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs ( ‘MCA’) (hereinafter collectively referred to as ‘MCA Circulars’ ) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ( ‘Listing Regulations’ ) read with SEBI Circular Nos. SEBI/ HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/ PoD-2/P/CIR/2023/4 dated January 5, 2023 and SEBI/ HO/CFD/CFD-PoD2/P/CIR/2023/167 dated October 7, 2023, Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India and other applicable provisions of the Act, rules, circulars and notifications issued thereunder (including any statutory modifications or re- enactment thereof for the time being in force and as amended from time to time), that the Resolutions as set out in this Notice are proposed for consideration by the Shareholders of the Company for passing by means of Postal Ballot by way of voting through electronic means ( ‘remote e-voting’ ).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Shareholders whose e-mail addresses are registered with the Company/Depositories/Registrar and Share Transfer Agent (‘ RTA ’) as on the cut-off date of Friday, May 10, 2024. If your e-mail address is not registered with the Company/Depositories/ RTA, please follow the process provided in the Notes to receive this

Postal Ballot Notice, login ID, and password for remote e-voting. The communication of the assent or dissent by the shareholders would only take place through remote e voting.

The explanatory statement(s) pertaining to the Resolutions setting out the material facts and the reasons thereof is appended to this Notice. The Board of Directors of the Company has, in compliance with the Rules, appointed Mr. Rupinder Singh Bhatia, Practicing Company Secretary (Membership No. 2599, CP No. 2514) as the Scrutinizer for conducting this Postal Ballot process through remote e-voting, in a fair and transparent manner. Further, the Company has engaged National Securities Depository Limited (‘ NSDL’ ) to provide remote e-Voting facility to the Equity Shareholders of the Company.

In accordance with the provisions of the MCA Circulars, shareholders can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer remote e-voting facility to all its shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the notes under the section ‘General information and instructions relating to e-voting’ in this notice ( ‘Postal Ballot Notice’ ) to cast their votes electronically from their respective locations. Shareholders are requested to cast their votes through the remote e-voting process not later than Wednesday, June 26, 2024 to be eligible for being considered, failing which it will be strictly considered that the concerned shareholder has cast no vote.

The Shareholders holding Equity Shares of the Company are requested to follow the procedure stated in the Notes for casting votes by remote e-voting. Upon completion of the votes cast through remote e-voting, the Scrutinizer shall submit his report to the Chairman of the Company or person authorised by the Chairman. The results of the Postal Ballot along with the Scrutinizer’s Report shall be announced by the Chairman or a person authorised

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by the Chairman within 2 (two) working days of the conclusion of the Postal Ballot process through remote e-voting at the Registered Office of the Company at Bhartiagram, Gajraula, District Amroha - 244223, Uttar Pradesh. The results along with the Scrutinizer’s Report shall also be intimated to the National Stock Exchange of India Limited (‘ NSE ’) and BSE Limited (‘ BSE ’) (hereinafter collectively referred to as ‘ Stock Exchanges ’) where the Equity Shares of the Company are listed and will be displayed on the Company’s website at www.jubilantpharmova.com as well as on the website of NSDL.

Items of business requiring approval of the Equity Shareholders through Postal Ballot by ‘ remote e-voting’ are given below:

SPECIAL BUSINESSES:

Item No. 1:

Re-appointment of Mr. Arvind Chokhany (DIN: 06668147) as a Whole-time Director (designated as Group Chief Financial Officer and Whole-time Director) of the Company:

To consider and give assent or dissent to the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) and Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Appointment and Remuneration Policy and the Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions of the concerned authorities as may be necessary and subject to such other conditions and modifications as may be prescribed, imposed or suggested by such concerned authorities while granting such approvals, consents, permissions and sanctions and as may be agreed to by the Board of Directors of the Company (hereinafter referred to as ‘the Board’ which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise the powers conferred by this resolution), approval of members of the Company be and is hereby accorded to the re-appointment of Mr. Arvind Chokhany [DIN: 06668147] as a Whole-time Director [designated as Group Chief Financial Officer and Whole-time Director (‘GCFO & WTD’)] in the category of ‘Key Managerial Personnel’ of the Company for a period of three (3) years effective from April 1, 2024 on the terms and conditions including the remuneration as mentioned

in the explanatory statement for this item annexed to this notice.

RESOLVED FURTHER THAT the Board be and is hereby authorized to vary, alter or enhance (collectively referred to as ‘Variation’) the remuneration payable to GCFO & WTD from time to time, considering the performance of GCFO & WTD, profitability of the Company and other relevant factors, during the tenure of his appointment to the extent permitted under Section 197 read with Schedule V and other applicable provisions, if any, of the Act.

RESOLVED FURTHER THAT the remuneration payable to GCFO & WTD as mentioned above may exceed 5% of net profits of the Company and the aggregate remuneration paid to the Managing Director(s) and Whole-time Director(s) may exceed 10% of net profits of the Company, calculated in accordance with the provisions of Section 198 of the Act or any amendment thereto and where in any financial year during the tenure of appointment of GCFO & WTD, the Company has no profit or its profits are inadequate, the remuneration mentioned in the explanatory statement (including any revision in the remuneration that may be approved by the Board of Directors from time to time) be paid as minimum remuneration to GCFO & WTD.

RESOLVED FURTHER THAT the Board of the Company be and is hereby authorised to do all such acts and deeds as it may consider necessary, expedient or desirable, in order to give effect to the foregoing resolution or otherwise as considered by the Board to be in the best interest of the Company.”

Item No. 2:

Appointment of Dr. Harsh Mahajan (DIN: 00824227) as an Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) and the rules made thereunder, read with Schedule IV of the Act and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) [including any statutory modification(s) or re-enactment for the time being in force] and the Articles of Association of the Company, Dr. Harsh Mahajan (DIN: 00824227), who was appointed by the Board of Directors of the Company, as an Additional Director (Non-Executive, Independent) of the Company with effect from April 1, 2024 and who meets the criteria for Independence as provided in section 149(6) of the Act along with the rules made thereunder

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and regulation 16(1)(b) of the Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from April 1, 2024 up to March 31, 2029, not liable to retire by rotation.

Item No. 3:

Appointment of Ms. Shivpriya Nanda (DIN: 01313356) as an Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) and the rules made thereunder, read with Schedule IV of the Act and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) [including any statutory modification(s) or re-enactment for the time being in force] and the Articles of Association of the Company, Ms. Shivpriya Nanda (DIN: 01313356), who was appointed by the Board of Directors of the Company, as an Additional Director (Non-Executive, Independent) of the Company with effect from April 1, 2024 and who meets the criteria for Independence as provided in section 149(6) of the Act along with the rules made thereunder and regulation 16(1)(b) of the Listing Regulations and who has submitted a declaration to that effect, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, be and hereby appointed as an Independent Director of the Company for a term of 5 (five) years commencing from April 1, 2024 up to March 31, 2029, not be liable to retire by rotation.

By Order of the Board For Jubilant Pharmova Limited

Sd/-

Naresh Kapoor Place: Noida Company Secretary Date: May 17, 2024 ACS -11782

NOTES:

  • 1) The Explanatory Statement pursuant to Section 102 of the Act read with Secretarial Standards on General Meetings (SS-2) for the proposed Special Resolution setting out material facts in relation thereto is appended to the Notice.

  • 2) In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies

(Management and Administration) Rules, 2014, as amended and provisions of Regulation 44 of the Listing Regulations, as amended, the Shareholders are provided with the facility to cast their vote electronically. The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its Shareholders.

  • 3) Pursuant to the MCA Circulars, physical copies of this Postal Ballot Notice, Postal Ballot forms and pre-paid Business Reply Envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e voting only.

  • 4) Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.jubilantpharmova.com, websites of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.

  • 5) All the documents referred to in this Notice and the Statement pursuant to Section 102 of the Act, will be available for inspection on the Company’s website www.jubilantpharmova.com under Investor Section from the date of circulation of this Notice upto the date of declaration of Postal Ballot results.

  • 6) In compliance with the MCA Circulars, the Notice is being sent in electronic mode to those Members whose names appear in the Register of Members / List of Beneficial Owners as received from NSDL and Central Depository Services (India) Limited (‘CDSL’) as on the cut-off date, i.e. Friday, May 10, 2024 and whose e-mail IDs are registered with the Company / Depositories.

  • For members who have not registered their e-mail IDs, please follow the instructions given below. Further, the Shareholders whose names appear in the Register of Members/ List of Beneficial Owners as on Cut-off date, i.e. Friday, May 10, 2024 are entitled to vote on the Resolutions set forth in this Postal Ballot Notice. Voting rights shall be reckoned on the paid up value of the equity shares registered in the name of the Shareholders of the Company as on the Cut-off Date. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to do e-voting on the resolutions included in the Postal Ballot Notice. A person who is not a Member as on the Cut-off date should treat this Notice of Postal Ballot for information purpose only.

  • 7) The Postal Ballot Notice along with the Explanatory Statement, instructions and manner of e-voting

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process can be downloaded from the link ‘https://www.evoting.nsdl.com/’.

  • 8) The e-voting period commences on Tuesday, May 28, 2024 at 09:00 a.m. (IST) and ends on Wednesday, June 26, 2024 at 05:00 p.m. (IST). During this period, Shareholders of the Company, holding equity shares either in physical form or in dematerialized form, as on the Cut-off date i.e. Friday, May 10, 2024 may cast their vote by e-voting. The e-voting module shall be disabled by NSDL after the prescribed date and time for voting. Once the vote on resolutions is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently.

  • 9) The Board of Directors of the Company has appointed Mr. Rupinder Singh Bhatia, Practicing Company Secretary, (Membership No. FCS 2599 and CP No: 2514) as the Scrutinizer, for conducting this Postal Ballot process through remote e-voting, in a fair and transparent manner and the required consent for such appointment has been received.

  • 10) The Scrutinizer shall, after the conclusion of the e-voting on Wednesday, June 26, 2024 at 05:00 p.m. (IST), unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make Scrutinizer’s report within the prescribed time. Such report shall contain details of the total votes cast in favour of or against, if any, and submit the report to the Chairman or in their absence Company Secretary, who shall countersign the same and declare the result of the e-voting of the Postal Ballot forthwith. The Resolutions, if passed by requisite majority, shall be deemed to have been passed on Wednesday, June 26, 2024 being the last day of remote e-voting.

  • 11) Results of voting shall be declared within 2 working days from the time of conclusion of the remote e-voting. The results of the Postal Ballot shall be communicated to the Stock Exchanges and will be displayed on the Company’s website at www.jubilantpharmova.com and on the website of NSDL www.evoting.nsdl.com and at the Corporate Office and Registered Office of the Company.

  • 12) In case of any queries or grievances relating to e-Voting, you may contact Mr. Amit Vishal, Deputy Vice President, NSDL, Trade World, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400013, India through e-mail at [email protected] or call on 022 - 4886 7000 or Mr. J.K. Singla, Dy. General Manager, M/s. Alankit

Assignments Limited, 205-208, Anar Kali Complex, Jhandewalan Extension, New Delhi-110 055, India through email at [email protected] or on Telephone No.: 011- 42541234.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of
shareholders
Login Method
Individual
Shareholders
holding securities
in demat mode
with NSDL.
ExistingIDeASuser can visit
the
e-Services
website
of
NSDL
Viz.
https://eservices.
nsdl.comeither on a Personal
Computer or on a mobile. On
the e-Services home page click
on the “Benefcial Owner”
icon under“Login”which
is available under‘IDeAS’
section , this will prompt you
to enter your existing User ID
and Password. 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 and
you will be able to see e-Voting
page. Click on company name
ore-Voting service provider
i.e. NSDLand you will be re-
directed to e-Voting website
of NSDL for casting your vote
during the remote e-Voting
period.

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If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Users who have opted for CDSL Shareholders Easi / Easiest facility, can login holding securities through their existing user in demat mode id and password. Option will be made available to reach with CDSL e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on the registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia. com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Individual You can also login using the Shareholders login credentials of your (holding securities demat account through in demat mode) your Depository Participant login through registered with NSDL/CDSL their depository for e-Voting facility. upon participants logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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 atevoting@nsdl.
comor 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 athelpdesk.
[email protected]
or contact at toll free no.
1800 22 55 33
  • B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical

Your User ID is:

CDSL) or Physical
Your User ID is:
Manner of holding
shares i.e. Demat
(NSDL or CDSL) or
Physical
Your User ID is:
a) For Members who
hold
shares
in
demat
account
with NSDL.
8 Character DP ID followed
by 8 Digit Client ID
For example if your DP ID
is IN300 and Client ID is
12
then your user ID is
IN300
12**.
b) For Members who
hold
shares
in
demat
account
with CDSL.
16 Digit Benefciary ID
For
example
if
your
Benefciary
ID
is
12** then your
user ID is 12**
c) For
Members
holding shares in
Physical Form.


EVEN Number followed by
Folio Number registered
with the company
For example if folio number
is 001 and EVEN is
101456 then user ID is
101456001

Password details for shareholders other than Individual shareholders are given below:

If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’, which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

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How to retrieve your ‘initial password’?

If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

Now, you will have to click on “Login” button.

After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares having voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares

for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  1. Upon confirmation, the message “Vote cast successfully” will be displayed.

  2. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  3. Once you confirm your vote on the resolutions, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolutions/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolutions/ Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolutions / Authority Letter” displayed under “e-Voting” tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request to Mr. Amit Vishal, Deputy Vice President at [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice :

  1. 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 (selfattested scanned copy of PAN card), and AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit

7

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]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

  1. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing abovementioned documents.

  2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

E. Performance Linked Cash Plan (LTIP)

GCFO & WTD shall be eligible for Long Term Incentive Plan as per the Company’s Employees Stock Option Plan.

F. Perquisites

Telephone at residence and mobile phone shall be provided as per the rules of the Company.

G. Retirals

Companies contribution to Provident Fund to the extent not taxable under the Income Tax Act, 1961, gratuity payment as per the Company’s rules and encashment of leave at the end of his tenure shall not be included in the computation of ceiling on remuneration.

H. Others Benefits & Amenities

Other Benefits & Amenities as per the rules of the Company.

I. Others

Either party may terminate the re-appointment by giving a prior written notice of three (3) months to the other party of such termination or by paying Basic Salary in lieu of the notice period.

ITEM NO. 1

In accordance with the Articles of Association and Appointment and Remuneration Policy of the Company (the ‘Policy’) and as per recommendations of Nomination, Remuneration and Compensation Committee (the ‘NRC Committee’), the Board of Directors at its meeting held on February 2, 2024 has re-appointed Mr. Arvind Chokhany as a Whole-time Director (designated as Group Chief Financial Officer and Whole-time Director) (“GCFO & WTD”) of the Company, for a further period of three (3) years effective from April 1, 2024 on the terms and conditions including remuneration as specified below:

Salary, Allowances, Perquisites and Retiral Benefits

Sr. No. Particulars Amount
per annum
(Jin Lac)
A. Basic Salary 150.34
B. House Rent Allowance 90.20
C. Special & Other Allowances 110.39

D. Annual Variable Pay

Performance linked Variable Pay of I 150.65 Lacs shall be paid at 100% of performance achievement. Payout of the Performance Pay would be determined based on the performance parameters laid out in the Company’s Variable Pay Plan.

The above remuneration payable to GCFO & WTD may exceed 5% of net profits of the Company and the aggregate remuneration paid to all Managing Director(s) and Whole-time Director(s) may exceed 10% of net profits of the Company calculated in accordance with the provisions of Section 198 of the Act or any amendment thereto.

The Variable Pay shall be paid to the appointee as per Variable Pay Plan of the Company. The performance parameters of the Variable Pay Plan broadly include performance of the Company that include key finance matrices like EBITDA, ROCE and Operating Cash Flow and performance of the individual employee.

Section 197 of the Act, provides that remuneration in excess of 10% of net profits may be paid to the Managing Director and Whole-time Directors by obtaining shareholders’ approval by passing of a Special Resolution. Section 197 of the Act further provides that in case of no profits or inadequate profits, a company may pay remuneration to the Managing Director and Wholetime Director pursuant to Schedule V to the Act, subject to approval of the shareholders by passing of a Special Resolution, which would be valid for a period of three (3) years.

Memorandum setting out the terms and conditions of appointment including the remuneration is available for

8

inspection electronically without any fee by the members from the date of circulation of this Notice up to the date of closure of Postal Ballot. Members who wish to inspect memorandum can send an email at the e-mail address: [email protected] from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period of Postal Ballot.

Relevant information and disclosures prescribed in Schedule V to the Act are given below:

I. GENERAL INFORMATION

1. Nature of Industry

Jubilant Pharmova Limited (formerly ‘Jubilant Life Sciences Limited’) is engaged in Radiopharma, Allergy Immunotherapy, CDMO of Sterile Injectable, Generics, Contract Research Development and Manufacturing (CRDMO) and Proprietary Novel Drugs businesses. With a network of 46 radio-pharmacies in the US, Jubilant’s Radiopharma business is engaged in manufacturing and supply of Radiopharmaceutical products and services.

Its other businesses such as Allergy Immunotherapy, Contract Manufacturing of Sterile Injectables and Non-sterile products and Generics (Solid Dosage Formulations) caters to major regulated markets (USA, EU and other geographies) through multiple manufacturing facilities. The CRDMO segment (through Jubilant Biosys) provides collaborative research and partnership for Drug Discovery through two world-class research centers in India.

The Company is also involved in the manufacturing of Active Pharmaceutical Products (API) through a US FDA approved facility in Nanjangud, Karnataka. Jubilant Therapeutics (JTI) invested for in-house Proprietary Novel Drugs business and is an innovative biopharmaceutical company developing breakthrough therapies in the area of oncology and auto-immune disorders. Jubilant Pharmova Limited has a team of around 5,500 multicultural people across the globe. The Company is well recognized as a ‘Partner of Choice’ by leading pharmaceuticals companies globally.

2. Date of Commencement of Commercial Production

  • Commercial operations commenced in the year 1982.

3. In case of new companies, expected date of commencement of activities as per project

approved by financial institutions appearing in the prospectus

Not applicable

4. Financial Performance based on given indicators

As per Standalone Audited Financials

indicators
As per Standalone Audited Financials
indicators
As per Standalone Audited Financials
(Iin Million)
Particulars FY 2022-23
Paid upCapital 159.30
Reserves excluding Revaluation
Reserves
23,986.22
Total Revenue 9,480.08
Total Expenses 8,686.64
Proft before Tax 793.44
Tax Expenses 294.61
Proft after Tax 498.83

5. Foreign investments or collaborators, if any

The Company has not entered into any foreign collaboration and no direct capital investment has been made in the Company in the last three financial years. Foreign investors, mainly comprising NRIs, FPIs, etc. are investors in the Company as a result of issuance of securities in past and secondary market purchase of the shares of the Company.

II. INFORMATION ABOUT THE APPOINTEE

1. Background details about Mr. Arvind Chokhany

Mr. Arvind Chokhany has a rich experience of 30 years and he is responsible for Governance, Corporate Finance & Treasury, Investments and M&A, Legal & Risk, Finance Operations, Digital & Information technology, Investor Relations, amongst other Group functions.

Mr. Arvind Chokhany is a merit holder Chartered Accountant and Cost Accountant with 30 years of experience. Prior to joining Jubilant Group, he was Chief Financial Officer for different infrastructure businesses of Tata Group for 7 years. Prior to this, he spent 18 years managing operations for various corporate and investment Banking global businesses of Deutsche Bank, Standard Chartered Bank and HDFC Bank. He has significant experience in the domain of strategic & portfolio investments origination, portfolio and asset/risk management, Finance operations, capital and Balance sheet management, development of technology platforms, mergers and acquisitions, for elevated return on capital,

9

working closely with the boards and Global Investors in successfully steering the investor goals through C-Suite collaboration.

2. Past Remuneration

FY 2022-23 - I 5.34 Crore

3. Recognition or awards: Not applicable

4. Job profile and his suitability

Mr. Arvind Chokhany has been re-appointed as a Whole-time Director (designated as Group Chief Financial Officer and Whole-time Director) of the Company, for a further period of three (3) years effective from April 1, 2024 for Jubilant Pharmova, responsible for Governance, Corporate Finance & Treasury, Investments and M&A, Legal & Risk, Finance Operations, Digital & Information technology, Investor Relations, amongst other Group functions.

Taking into consideration the qualification of Mr. Arvind Chokhany as well as varied and rich experience, it is felt that the Company would immensely benefit under his able leadership and guidance.

5. Remuneration proposed

As mentioned above in the explanatory statement.

6. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person

Keeping in view the profile and experience of the appointee, the remuneration is fully justifiable and in line with the existing industry norms.

7. Pecuniary relationship, directly or indirectly, with the Company or relationship with the managerial personnel, if any

Besides the remuneration proposed, Mr. Arvind Chokhany does not have any pecuniary relationship with the Company. Further, he is not related to any managerial personnel of the Company.

OTHER INFORMATION

8. Reasons of loss or inadequate profits

As most of the Company’s business, revenue and profits are in the subsidiaries and not only in the standalone entity, the standalone profits seems inadequate. However, on consolidated basis, the Company continues to report revenue growth and profitability improvement.

9. Steps taken or proposed to be taken for improvement

The management has focused business strategy across all its businesses to improve the profitability of the Company on a consolidated basis.

10. Expected increase in productivity and profits in measurable terms

The Company is conscious about improvement in productivity and continually undertakes measures to improve its productivity and profitability. The management is optimistic about achieving sustained revenue growth and profitability in the future on a consolidated basis. Therefore, the managerial remuneration is expected to be in the statutory limit on a consolidated basis in the upcoming years.

III. Disclosures

Mr. Arvind Chokhany has been re-appointed as GCFO & WTD effective from April 1, 2024. No severance fee is payable to GCFO & WTD.

The disclosures prescribed under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’) are provided in Annexure-A of the Notice.

Except, Mr. Arvind Chokhany and his relatives, none of the other Director, Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1.

The Boards of Directors recommends the resolution set out at Item No. 1 of the Notice for approval of the members by way of Special Resolution.

ITEM NO: 2

The Board at its meeting held on March 26, 2024 appointed Dr. Harsh Mahajan [DIN: 00824227], as an Additional Director ( Non-Executive, Independent) on the Board of the Company based on the recommendations of the Nomination, Remuneration and Compensation Committee (‘NRC’).

Dr. Harsh Mahajan, 64 years, is an eminent radiologist who is the Founder and Managing Director of Mahajan Imaging, which runs a chain of diagnostic centres in Delhi and Gurgaon. He did his MBBS from Maulana Azad Medical College and MD in Radiology from PGI,

10

Chandigarh. After a short stint at AIIMS, New Delhi he won the Rotary International Scholarship to pursue a fellowship in MRI from MD Anderson Cancer Center in Houston, Texas, USA in 1987. He set up one of India’s first MRI centres in 1991 under the brand ‘Mahajan Imaging’.

He is a pioneer in the field of Imaging in India credited with bringing many new technologies into the country, is a post graduate teacher and examiner and travels widely to deliver lectures on clinical applications of latest cuttingedge technologies. He has been a speaker at events hosted by MIT in Boston, Radiology Society of North America in Chicago, European Society of Radiology in Vienna, and has delivered lectures in Japan, South Korea, China, Philippines, Indonesia, Malaysia, Myanmar, and all neighboring countries. Over 250 practicing radiologists have been trained in his centres.

Dr. Mahajan has received many accolades and awards including the Padma Shri in 2002. He was the National President of Indian Radiology and Imaging Association in 2012. He is Consultant to the International Atomic Energy Agency at Vienna, Advisor to UPSC, and is on the Govt. Committee for Make in India for MRI and several others.

The Company has received a declaration from Dr. Harsh Mahajan confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and that in terms of Regulation 25(8) of the Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. Dr. Harsh Mahajan has also confirmed that he is not debarred from holding the office as a Director of the Company by virtue of any SEBI order or any such authority pursuant to circulars dated 20th June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed Companies. Further, Dr. Harsh Mahajan is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as a Director. Dr. Harsh Mahajan has confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director.

In the opinion of the Board, Dr. Harsh Mahajan is a person of integrity and fulfils the conditions specified under the Act read with Rules thereunder and the Listing Regulations for his appointment as an Independent Director of the Company.

The information as required under the Regulation 36 of Listing Regulations and Secretarial Standard (SS 2) on General Meetings, of Dr. Harsh Mahajan is provided in Annexure ”A” to the Notice.

Accordingly, it is proposed to appoint Dr. Harsh Mahajan as an Independent Director of the Company, who shall not be liable to retire by rotation. He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission as per the provisions of the Act read with the approval granted by the shareholders on September 22, 2021.

Copy of the draft letter for his appointment as an Independent Director setting out the terms and conditions shall be available for inspection by the Members in the investor section of the website of the Company at www.jubilantpharmova.com.

Pursuant to the provisions of Section 161 of the Act and rules made thereunder read with Articles of Association, Dr. Harsh Mahajan, Additional Director, holds office till the date of ensuing Annual General Meeting. However, in terms of the Regulation 17(1C) of the Listing Regulations, the Company needs to ensure that approval of shareholders for appointment of Dr. Harsh Mahajan on the Board is taken within a period of three months from the date of appointment. The Board is of the opinion that Dr. Harsh Mahajan association would be of immense benefit to the Company and it is, therefore, desirable to appoint him as an Independent Director.

Accordingly, in compliance with the provisions of Section 149 read with Schedule IV of the Act, Regulation 17 and Regulation 25(2)(A) of the Listing Regulations and other applicable provisions of the Act and Listing Regulations, the appointment of Dr. Harsh Mahajan as an Independent Director is now placed for the approval of the Members by way of a Special Resolution. The Board recommends the Special resolution, as set out at Item No. 2 of accompanying Notice, for approval by the members.

None of the Directors and Key Managerial Personnel of the Company and their relatives, except Dr. Harsh Mahajan and his relative(s), is in any way concerned or interested, financially or otherwise, in the proposed special resolution set out at Item No. 2 of the Notice. Dr. Harsh Mahajan is not related to any other Director or KMP of the Company.

11

ITEM NO: 3

The Board at its meeting held on March 26, 2024 appointed Ms. Shivpriya Nanda (DIN: 01313356), as an Additional Director on the Board of the Company in the category of Independent Director of the Company based on the recommendations of the Nomination, Remuneration and Compensation Committee (‘NRC’).

Ms. Shivpriya Nanda holds a Bachelor’s degree with Honours in History from Lady Shri Ram College, New Delhi and a Bachelor’s degree in Law from University of Delhi. She is currently the Joint Managing Partner of J. Sagar Associates, a leading Indian law firm. As a lawyer, she has an extensive experience in all aspects of corporate commercial law, including mergers & acquisitions and joint ventures. She has represented and advised several multinational corporations and enterprises with specialty in multiple sectors. She advises international majors on large infrastructure projects in the transport, aviation and mining sector.

She has substantial experience in litigation & arbitration, including international arbitration.

The Company has received a declaration from Ms. Shivpriya Nanda confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and that in terms of Regulation 25(8) of the Listing Regulations, she has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge her duties with an objective independent judgment and without any external influence. Ms. Shivpriya Nanda has also confirmed that she is not debarred from holding the office as a Director of the Company by virtue of any SEBI order or any such authority pursuant to circulars dated 20[th] June, 2018 issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed Companies. Further, Ms. Shivpriya Nanda is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director. Ms. Shivpriya Nanda has confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing her candidature for the office of Director.

In the opinion of the Board, Ms. Shivpriya Nanda is a person of integrity and fulfils the conditions specified under the Act read with Rules thereunder and the Listing Regulations for her appointment as an Independent Director of the Company.

The information as required under the Regulation 36 of Listing Regulations and Secretarial Standard (SS 2) on General Meetings, of Ms. Shivpriya Nanda is provided in Annexure ”A” to the Notice.

Accordingly, it is proposed to appoint Ms. Shivpriya Nanda as an Independent Director of the Company, who shall not be liable to retire by rotation. She shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof as may be decided by the Board, reimbursement of expenses for participating in the Board and other meetings and profit related commission as per the provisions of the Act read with the approval granted by the shareholders on September 22, 2021.

Electronic copy of the draft letter for her appointment as an Independent Director setting out the terms and conditions shall be available for inspection by the Members in the investor section of the website of the Company at www.jubilantpharmova.com.

Pursuant to the provisions of Section 161 of the Act and rules made thereunder read with Articles of Association, Ms. Shivpriya Nanda, Additional Director, holds office till the date of Annual General Meeting. However, in terms of the Regulation 17(1C) of the Listing Regulations, the Company needs to ensure that approval of shareholders for appointment of Ms. Shivpriya Nanda on the Board of Directors is taken within a period of three (3) months from the date of appointment. The Board is of the opinion that Ms. Shivpriya Nanda continued association would be of immense benefit to the Company and it is, therefore, desirable to appoint her as an Independent Director. Accordingly, in compliance with the provisions of Section 149 read with Schedule IV of the Act, Regulation 17 and Regulation 25(2)(A) of the Listing Regulations and other applicable provisions of the Act and Listing Regulations, the appointment of Ms. Shivpriya Nanda as an Independent Director is now placed for the approval of the Members by a Special Resolution. The Board recommends the special resolution, as set out at Item No. 3 of accompanying Notice, for approval by the members.

None of the Directors and Key Managerial Personnel of the Company and their relatives, except Ms. Shivpriya Nanda and her relative(s), is in any way concerned or interested, financially or otherwise, in the proposed special resolution set out at Item No. 3 of the Notice. Ms. Shivpriya Nanda is not related to any other Director or KMP of the Company.

12

ANNEXURE-A

Information pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India regarding the Directors proposed to be appointed/ re-appointed

**S. No. ** Particulars Details Details Details
1. Name Mr. Arvind Chokhany Dr. Harsh Mahajan Ms. Shivpriya Nanda
2. Category / Designation Whole-time Director (designated
as Group Chief Financial Ofcer
and Whole-time Director)
Independent Director Independent Director
3. Director Identifcation
Number (DIN)
06668147 00824227 01313356
4. Age 52 64 60
5. Date of Birth 18-04-1972 31-03-1959 04-05-1963
6. Original date of
appointment
01-04-2021 01-04-2024 01-04-2024
7. Qualifcations Chartered Accountant and Cost
Accountant
MBBS from Maulana Azad
Medical College and MD
in Radiology from PGI,
Chandigarh
Bachelor’s degree with
Honours
in
History
from
Lady
Shri
Ram
College, New Delhi and a
Bachelor's degree in Law
from University of Delhi.
8. Directorship in other
Companies
1. Jubilant Pharmova Limited
2. Jubilant Generics Limited
3. Jubilant Agro Sciences
Limited
4. Jubilant Biosys Limited
5. Jubilant Bhartia Foundation
6. Jubilant Therapeutics India
Limited
7. Jubilant Business Services
Limited
8. Jubilant Therapeutics Inc.
USA
9. Sofe Biosciences Inc
1. Doon MRI Private Limited
2. Express Exim Private
Limited
3. CARPL.AI Private Limited
4. Mahajan Imaging Private
Limited
5. IPE Global Centre
for Knowledge and
Development
6. Meradoc Healthtech
Private Limited
1. Greenpanel Industries
Limited
9. Name of Listed Entities
from which resigned in
the past three (3) years
Nil Nil 1. EICL Limited
2. Jubilant Industries
Limited

13

10. Experience
(including
expertise
in
specifc
functional area) / Brief
Resume
Arvind Chokhany, is Group Chief
Financial Ofcer for Jubilant
Bhartia Group and Whole-time
Director for Jubilant Pharmova,
responsible
for
Governance,
Corporate Finance & Treasury,
Investments and M&A, Legal &
Risk, Finance Operations, Digital
&
Information
technology,
Investor
Relations,
amongst
other Group functions.
Mr. Arvind Chokhany is a merit
holder Chartered Accountant
and
Cost
Accountant
with
30 years of experience. Prior
to joining Jubilant Group, he
was Chief Financial Ofcer for
diferent infrastructure business
of Tata Group for 7 years. Prior to
this, he spent 18 years managing
operations for various corporate
and investment Banking global
businesses of Deutsche Bank,
Standard Chartered Bank and
HDFC Bank. He has signifcant
experience in the domain of
strategic & portfolio investments
origination,
portfolio
and
asset/risk
management,
Finance operations, capital and
Balance
sheet
management,
development
of
technology
platforms,
mergers
and
acquisitions, for elevated return
on capital, working closely with
the boards and Global Investors
in successfully steering the
investor goals through C-Suite
collaboration.
Dr. Harsh Mahajan, is an
eminent radiologist who is
the Founder and Managing
Director
of
Mahajan
Imaging,
which
runs
a
chain of diagnostic centres
in Delhi and Gurgaon. He
did his MBBS from Maulana
Azad Medical College and
MD
in
Radiology
from
PGI, Chandigarh. After a
short stint at AIIMS, New
Delhi he won the Rotary
International Scholarship to
pursue a fellowship in MRI
from MD Anderson Cancer
Center in Houston, Texas,
USA in 1987. He set up one
of India's frst MRI centres
in 1991 under the brand
‘Mahajan Imaging’.
He is a pioneer in the
feld of Imaging in India
credited
with
bringing
many
new
technologies
into
the
country,
is
a
post-graduate
teacher
and examiner and travels
widely to deliver lectures
on
clinical
applications
of
latest
cutting-edge
technologies. He has been
a speaker at events hosted
by MIT in Boston, Radiology
Society of North America in
Chicago, European Society
of Radiology in Vienna, and
has delivered lectures in
Japan, South Korea, China,
Philippines,
Indonesia,
Malaysia, Myanmar, and all
neighboring countries. Over
250 practicing radiologists
have been trained in his
centres.
Dr. Mahajan has received
many
accolades
and
awards
including
the
Padma Shri in 2002. He
was the National President
of Indian Radiology and
Imaging
Association
in
2012. He is Consultant to
the International Atomic
Energy Agency at Vienna,
Advisor to UPSC, and is on
the Govt. Committee for
Make in India for MRI and
several others.
Ms.
Shivpriya
Nanda
holds a Bachelor’s degree
with Honours in History
from
Lady
Shri
Ram
College, New Delhi and
a Bachelor's degree in
Law from University of
Delhi. She is currently the
Joint Managing Partner
of J. Sagar Associates,
a leading Indian law
frm.
As
a
lawyer,
she has an extensive
experience in all aspects
of corporate commercial
law, including mergers
&
acquisitions
and
joint ventures. She has
represented and advised
several
multinational
corporations
and
enterprises with specialty
in multiple sectors. She
advises
international
majors
on
large
infrastructure projects in
the transport, aviation
and mining sector.
She
has
substantial
experience in litigation
& arbitration, including
international arbitration.

14

11. Chairmanship/
Membership of
Committees in other
Companies*
Jubilant Pharmova Limited
1.Audit Committee- Member
2.Sustainability & CSR
Committee- Member
3.Stakeholders Relationship
Committee- Member
4.Risk Management Committee-
Member
5.Finance Committee- Member
6.Fund Raising Committee-
Member
7.Reorganisation Committee-
Member
Jubilant Generics Limited
1.Audit Committee- Member
2.Nomination and
Remuneration Committee-
Member
3.Corporate Social
Responsibility Committee-
Member
4.Finance Committee- Member
5.Allotment Committee-
Member

Jubilant Pharmova
Limited
1.Sustainability & CSR
Committee- Member
2.Stakeholders
Relationship Committee-
Member
3.Risk Management
Committee- Member
4.Quality Committee-
Member
Jubilant Pharmova
Limited
1.Audit Committee-
Member
2.Nomination,
Remuneration and
Compensation
Committee- Member
3.Sustainability &
CSR Committee-
Chairperson
4.Risk Management
Committee- Member
Greenpanel Industries
Limited
Audit Committee -
Member
12. Number of Equity
Shares held in the
Company
He holds 1,218 equity shares of
the Company
Nil Nil
13. Number of Equity
Shares held in the
Company for any other
person on a benefcial
basis
Nil Nil Nil
14. Relationship between
Directors inter-se; with
other Directors and Key
Managerial Personnel
of the Company
He is not related to any other
Director
or
Key
Managerial
Personnel of the Company.
He is not related to any other
Director or Key Managerial
Personnel of the Company.
She is not related to any
other
Director
or
Key
Managerial Personnel of
the Company.
15. Terms and conditions
of appointment or re-
appointment
Re-appointed for a term of three
(3) years commencing from April
1, 2024 up to March 31, 2027, shall
be liable to retire by rotation.
Appointed for a term of fve
(5) years commencing from
April 1, 2024 up to March 31,
2029, not liable to retire by
rotation.
Appointed for a term of fve
(5) years commencing from
April 1, 2024 up to March
31, 2029, not liable to retire
by rotation.
16. Remuneration last
drawn, if applicable
FY 2022-23 -I5.34 Crore Not Applicable Not Applicable
17. Remuneration
proposed to be paid
As per the explanatory statement
annexed to this notice
Sitting Fees and Commission
as approved by the Board
Sitting
Fees
and
Commission as approved
by the Board
18. Number of Meetings
of the Board attended
during the year
He attended 5 Board meetings
held on May 29, 2023, July 19,
2023, October 27, 2023, February
2, 2024, March 26, 2024
Not Applicable Not Applicable

15

19. Skills and capabilities
required
and
the
manner
in
which
Director
meets
the
requirement
Mr. Arvind Chokhany is a merit
holder Chartered Accountant
and
Cost
Accountant
with
demonstrated career spanning
for
more
than
3
decades
of
experience
in
Treasury,
Investments and M&A, Legal &
Risk, Finance Operations, Digital
&
Information
technology,
Investor Relations
Nomination,
Remuneration
&
Compensation
Committee
on basis of his stupendous
performance during the last
3 years has recommended his
appointment
to
Board. The
Board has taken in to account
the recommendation of NRC and
appointed him as Whole-time
Director, subject to approval of
shareholders.
The
Nomination,
Remuneration
&
Compensation Committee
(‘NRC’)
has
determined
criteria to be considered
while
recommending
the
candidature
of
Independent Director to
the Board. Among others,
it
includes
considering
various skill sets that are
insightful and would add
value to the Company.
Basis the aforementioned
parameters,
the
NRC
deliberated the candidature
of Dr. Harsh Mahajan and
recommended the same
to the Board. Dr. Harsh
Mahajan’s rich experience
and diverse expertise are
well aligned to the role and
capabilities for appointment
as an Independent Director.
The NRC has determined
criteria to be considered
while
recommending
the
candidature
of
Independent Director to
the Board. Among others,
it includes considering
various skill sets that are
insightful and would add
value to the Company.
Basis the aforementioned
parameters,
the
NRC
deliberated
the
candidature
of
Ms.
Shivpriya
Nanda
and recommended the
same to the Board. Ms.
Shivpriya Nanda’s rich
experience and diverse
expertise are well aligned
to the role and capabilities
for appointment as an
Independent Director.

Place: Noida Date: May 17, 2024

By Order of the Board For Jubilant Pharmova Limited Sd/Naresh Kapoor Company Secretary ACS-11782

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