STRIDES PHARMA SCIENCE LIMITED — Proxy Solicitation & Information Statement 2023

Feb 20, 2023

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February 20, 2023

The BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 532531

The National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 Scrip Code: STAR

Dear Sirs,

Sub: Notice of Postal Ballot

In line with the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, we enclose herewith Notice of Postal Ballot dated January 24, 2023, seeking approval of shareholders of the Company for the following resolutions:

#	Description of the Resolutions	Type of Resolution
1.	Re-appointment of Mr. Badree Komandur (DIN: 07803242) as Whole-time Director designated as Executive Director – Finance & Group CFO	Ordinary
2.	Approval of remuneration payable to Mr. Badree Komandur (DIN: 07803242), Whole-time Director designated as Executive Director – Finance & Group CFO	Special

Date of events relevant to Postal Ballot are as below:

#	Particulars	Dates
1.	Date of Completion of dispatch of Notice (by electronic means) to members whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories as on Friday, February 17, 2023	Monday, February 20, 2023
2.	Date of Commencement of e-Voting	Tuesday, February 21, 2023 at 09.00 hrs IST
3.	Date of Ending of e-Voting (“Last Date”)	Wednesday, March 22, 2023 at 17:00 hrs IST
4.	Results of Postal Ballot	On or before Friday, March 24, 2023

Postal Ballot Notice, along with the Explanatory Statement, is uploaded on the website of the Company at www.strides.com and on the website of KFin Technologies Limited at https://evoting.kfintech.com.

This is for your information and records.

Thanks & Regards, For Strides Pharma Science Limited,

Digitally signed by MANJULA MANJULA RAMAMURTHY RAMAMURTHY Date: 2023.02.20 15:29:06 +05'30'

Manjula Ramamurthy Company Secretary ICSI Membership No. A30515

Encl. As above

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STRIDES PHARMA SCIENCE LIMITED

CIN: L24230MH1990PLC057062 Regd. Office: 201, ‘Devavrata’, Sector – 17, Vashi, Navi Mumbai – 400 703. Tel No.: +91 22 2789 2924/ 2789 3199 Corp. Office: ‘Strides House’, Bilekahalli, Bannerghatta Road, Bengaluru – 560 076. Tel No.: +91 80 6784 0000/ 6784 0290 Website: www.strides.com; Email: investors@strides.com

NOTICE OF POSTAL BALLOT

Dear Shareholders,

NOTICE is hereby given, in accordance with Section 110 of the Companies Act, 2013 (the “ Act ”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”) including any amendment(s) thereof, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ Listing Regulations ”), General Circular No. 14/ 2020 dated April 8, 2020, General Circular No. 17/ 2020 dated April 13, 2020, General Circular No. 22/ 2020 dated June 15, 2020, General Circular No. 33/ 2020 dated September 28, 2020, General Circular No. 39/ 2020 dated December 31, 2020, General Circular No. 10/ 2021 dated June 23, 2021, General Circular No. 20/ 2021 dated December 8, 2021, General Circular No. 3/ 2022 dated May 5, 2022 and General Circular No. 11/ 2022 dated December 28, 2022, (collectively “ General Circulars ”) issued by the Ministry of Corporate Affairs (the “ MCA ”) for seeking approval of the Shareholders of Strides Pharma Science Limited (the “ Company ”) for the businesses set out hereunder through Postal Ballot by remote e-voting (“ Postal Ballot/ e-Voting ”).

MCA in terms of its General Circulars, has advised the companies to take all decisions of urgent nature requiring shareholders’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/ e-Voting in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of Shareholders at a common venue.

Further, in terms of the General Circulars, the Company shall send Postal Ballot Notice by email to all its Shareholders who have registered their email addresses with the Company or depository/ depository participants and the communication of assent/ dissent of the Shareholders shall only take place through remote e-Voting system. This Postal Ballot is accordingly being initiated in compliance with the General Circulars.

Explanatory Statement pursuant to Section 102 of the Act setting out all material facts relating to the proposed resolutions is annexed hereto for your consideration.

Scrutinizer for conducting the Postal Ballot

The Board of Directors, pursuant to Rule 22(5) of the Rules, have appointed Mr. Preetham Hebbar, Practicing Company Secretary (ICSI Membership No. A31909 and CP:21431) of M/s. Preetham Hebbar & Co., Company Secretaries, Bengaluru as Scrutinizer for conducting the Postal Ballot/ e-Voting in accordance with the law and in a fair and transparent manner.

E-voting

Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company has engaged KFin Technologies Limited (formerly, KFin Technologies Private Limited), Registrar and Transfer Agents of the Company (“ KFintech ” or “ RTA ”), as the agency to provide e-Voting facility to its Shareholders.

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The remote E-voting facility is available at the link: https://evoting.kfintech.com/ and commences from Tuesday, February 21, 2023 at 09:00 hrs IST and concludes on Wednesday, March 22, 2023 at 17:00 hrs IST . E-Voting module shall be disabled by KFintech for voting thereafter. Shareholders desiring to exercise their votes are requested to carefully read the “ General Instructions to cast votes through remote e- Voting ” provided in the Notes to this Notice.

The Scrutinizer shall submit his Report, in writing, upon completion of scrutiny of e-Voting data provided by KFintech, in a fair and transparent manner. Result on the resolutions proposed to be passed through Postal Ballot/ e-Voting shall be announced on or before Friday, March 24, 2023 and shall be communicated to BSE Limited and The National Stock Exchange of India Limited (“ Stock Exchanges ”) where the equity shares of the Company are listed. Results of the Postal Ballot/ e-Voting shall also be displayed on the notice board at the Registered Office of the Company for a period of three days, on the Company’s website at www.strides.com and on the website of KFintech: https://evoting.kfintech.com/

Key details regarding the Postal Ballot/ e-Voting

#	Particulars	Details
1)	Link for remote e-Voting	https://evoting.kfintech.com/
2)	Cut-off date for eligibility for e-Voting	Friday, February 17, 2023
3)	Time period for e-voting	Starts on Tuesday, February 21, 2023 from 09:00 hrs IST; and Ends on Wednesday, March 22, 2023 at 17:00 hrs IST.
4)	Last date for publishing results of the e-Voting	On or before Friday, March 24, 2023
5)	Link for Shareholders to temporarily update e- mail address	https://ris.kfintech.com/clientservices/postalballot/registration.aspx
6)	In case of any grievances or queries, contact	KFin Technologies Limited (formerly known as KFin Technologies Private Limited) Mr. Raju S.V, Dy. Vice President/ Mr. Mohan Kumar A, Manager Toll Free No.: 1800 309 4001 E-mail:einward.ris@kfintech.com;evoting@kfintech.com
7)	Scrutinizer Details	Mr. Preetham Hebbar, Practicing Company Secretary (ICSI Membership No. A31909 and CP: 21431) of M/s. Preetham Hebbar & Co., Company Secretaries, Bengaluru Email:info@phnaffiliates.in
8)	Strides contact details	Email:investors@strides.com Tel No.: +91 80 6784 0732/ 0734

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RESOLUTIONS FOR APPROVAL THROUGH POSTAL BALLOT

SPECIAL BUSINESS

Item 1: Re-appointment of Mr. Badree Komandur (DIN: 07803242) as Whole-time Director designated as Executive Director – Finance & Group CFO

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

" RESOLVED that in accordance with the provisions of Sections 196, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with Rules framed thereunder and Schedule V of the Act, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment thereof to the Act and Listing Regulations), consent of shareholders of the Company be and is hereby accorded for the re-appointment of Mr. Badree Komandur (DIN: 07803242) as Whole-time Director designated as Executive Director - Finance & Group Chief Financial Officer of the Company for a further period of three years with effect from May 18, 2023, liable to retire by rotation, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company.

RESOLVED FURTHER that any Director or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters, things as may be necessary and incidental to the aforesaid resolution .”

Item 2: Approval of remuneration payable to Mr. Badree Komandur (DIN: 07803242), Wholetime Director designated as Executive Director – Finance & Group CFO

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

" RESOLVED that in accordance with the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with Rules framed thereunder and Schedule V of the Act, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment thereof to the Act and Listing Regulations), consent of shareholders of the Company be and is hereby accorded for the proposed remuneration (as set out in the Explanatory Statement annexed to this Postal Ballot Notice) payable to Mr. Badree Komandur (DIN: 07803242) during his tenure as Whole-time Director designated as Executive Director-Finance & Group Chief Financial Officer of the Company effective from May 18, 2023, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company.

RESOLVED FURTHER that in terms of the applicable provisions and Schedule V of the Act, where in any financial year during the tenure of Mr. Badree Komandur, the Company has no profit or its profit is inadequate, the Company shall pay Mr. Badree Komandur, the remuneration comprising of salary, perquisites and other benefits and emoluments as specified in the Explanatory Statement annexed to this Postal Ballot Notice as minimum remuneration, including revision in remuneration as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors from time to time.

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RESOLVED FURTHER that any Director or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters, things as may be necessary and incidental to the aforesaid resolution .”

Place: Bengaluru Date: January 24, 2023

By Order of the Board For Strides Pharma Science Limited Sd/Manjula Ramamurthy Company Secretary ICSI Membership no. A30515

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EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

As required under Section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all the material facts relating to the business mentioned under Item 1 and 2 of the accompanying Notice:

Re-appointment of Mr. Badree Komandur (DIN: 07803242) as Whole-time Director designated as Executive Director – Finance & Group CFO of the Company and payment of remuneration

Mr. Badree Komandur was initially appointed as Executive Director – Finance of the Company for three years effective from May 18, 2017. He was re-appointed for a second term of three years effective from May 18, 2020.

Based on the recommendation of Nomination and Remuneration Committee (NRC), Board of Directors (Board) of the Company, at their meeting held on January 24, 2023, approved re-appointment of Badree for a further period of three years effective May 18, 2023 including his remuneration for the said period, subject to shareholders’ approval.

Brief Profile of Badree

Mr. Badree Komandur, aged 52 years, holds a degree in Commerce from the University of Madras and is a Member of the Institute of Chartered Accountants of India, the Institute of Company Secretaries of India and the Institute of Cost Accountants of India.

Badree has over 28 years of rich and comprehensive experience in Corporate Finance & Taxation, Treasury, Forex Management, Mergers & Acquisitions, Debt Syndication & Management, Fund Raising, Governance and Investor Relations Management, amongst others.

Badree is associated with Strides since February 2010 and before joining Strides, he had over 15 years of experience working in varied sectors including Information Technology and Engineering.

Prior to his appointment as Executive Director of the Company in May 2017, Badree was the Group CFO and Company Secretary of the Company. Badree is a key management personnel and has played an influential role in implementing Company’s strategies.

During his tenure at Strides, he has led the finance function and provided stewardship in Corporate Finance & Taxation, Treasury, Forex Management, Mergers & Acquisitions, Debt Syndication & Management, Fund Raising, Governance, and Investor Relations Management, amongst others. He has also played an instrumental role in driving global compliances, risk management and govern overall financial discipline in the system. He also oversees the Information Technology and Global Centre of Excellence functions. Recently, Badree also took up additional responsibilities of heading Human Resources & Administration functions globally.

Badree’s ability to adapt to changing business environment has enabled Strides to achieve many outcomes, including several successful corporate actions.

During FY 2022-23, Badree has attended all the six board meetings held as at the date of this Notice. At Strides, Badree is also a member of the Risk Management Committee and has attended all the three Committee meetings held as at date of this Notice.

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NRC at its meeting held on January 24, 2023 evaluated Badree’s performance taking into account his extensive expertise, business knowledge, experience and contributions made by him during his tenure and recommended his re-appointment to the Board, including the proposed remuneration, as detailed in this Explanatory Statement.

Information required under the Companies Act, 2013, Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Secretarial Standards on General Meetings, is enclosed as an Annexure.

Board’s consideration & recommendation

Board of Directors, at their meeting held on January 24, 2023, considered and approved the recommendations of NRC with regard to re-appointment of Badree as a Whole-time Director designated as Executive Director – Finance and Group CFO of the Company for the third term of three years, effective May 18, 2023, including his remuneration for the said period for shareholders’ approval.

Considering Badree’s contribution to the Company over the last ~13 years, Board strongly believes that his experience will continue to benefit the Company and the Board.

In terms of Section 160 of the Companies Act, 2013, Company has received a notice in writing from a Member proposing the candidature of Badree to be re-appointed as Whole-time Director designated as Executive Director – Finance & Group CFO of the Company.

Company has also received requisite consent and declarations from Badree confirming his eligibility for reappointment as Whole-time Director designated as Executive Director – Finance & Group CFO of the Company in line with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

A copy of the Memorandum of Terms of Appointment of Badree is available for e-inspection by the shareholders of the Company.

Except Badree, none of the other Directors, Key Managerial Personnel (KMP), and their relatives are in any way concerned or interested, financially or otherwise, in the resolutions except to the extent of their shareholding as Members, if any.

Board recommends passing of the resolutions as set out in Item 1 and 2 of this Notice and requests Shareholders' approval for the same.

Place: Bengaluru Date: January 24, 2023

By Order of the Board For Strides Pharma Science Limited, Sd/Manjula Ramamurthy Company Secretary ICSI Membership no. A30515

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ANNEXURE

Information as required under the Companies Act, SEBI Listing Regulations & Secretarial Standards for General Meetings

I. General Information

• 1) Nature of Industry Pharmaceutical Industry 2) Date or expected date of commencement Not applicable, as the Company is an existing of commercial production Company

• 3) In case of new companies, expected date Not applicable, as the Company is an existing of commencement of activities as per Company project approved by financial institutions appearing in the prospectus

• 4) Financial performance based on given Mentioned as under: indicators

					(Rs. in Million)	(Rs. in Million)	(Rs. in Million)	(Rs. in Million)
Particulars			Standalone			Consolidated
	YTD	2021-22	2020-21	2019-20	YTD	2021-22	2020-21	2019-20
	Dec’2022				Dec’2022
Total Income	13,486.27	21,024.88	19,465.62	17,743.13	27,652.24	32,022.38	33,672.97	28,050.84
Total Expense (Excluding exception items)	14,785.87	20,809.80	18,349.27	16,224.55	27,903.41	35,001.14	30,373.92	25,654.95
Profit After Tax	(577.15)	1,801.88	782.40	1,116.99	(1,985.35)	(4,742.50)	2,577.29	305.96
Dividend per share	YTD	2021-22	2020-21	2019-20
	Dec’2022
Interim	-	-	-	Rs. 12.00
Final	-	-	Rs. 2.50	Rs. 2.00
Total Dividend	-	-	Rs. 2.50	Rs. 14.00

• 5) Foreign investments or collaborations, if any

As at March 31, 2022 and December 31, 2022, Foreign Holding in the Company was at 21.93% and 21.24%, respectively.

There are no Foreign Collaborations as at the date of this Notice.

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II. Information about the Appointee

1) Background details, Recognition/ Awards, Job Profile and Suitability to the role

Please refer to Page 5 – Brief Profile of Badree for the said details.

2) Past Remuneration, Proposed Remuneration & Comparative remuneration

Past Remuneration

#	Particulars	2020-21 (Rs.)	2021-22 (Rs.)	2022-23 (Estimated) (Rs.)
1.	Salary & Allowances (including Company’s contribution towards PF)	34,902,841	36,499,992	36,500,000
2.	Variable Pay/ Performance Linked Pay-outs	6,250,000	7,500,000	7,500,000
	Total	41,152,841	43,999,992	44,000,000
NOTES: 1) The above payout excludes leave encashment availed as part of Company’s policy and value of perquisites on account of exercise of ESOP during FY2021 and FY2022. 2) Variable Pay/ Performance linked payoutsmade in FY2021 relates to performance for FY2020; and the payout made in the FY2022 relates to performance for FY2021. For FY2022, considering the performance of the Company, Badree did not receive variable pay for the said financial year. For FY2023, estimate is provided based on his eligibility for the said financial year. Actual payout shall be based on performance evaluation by the NRC and Board. Further, Badree holds 25,000 shares of Strides (0.028%), which was acquired upon exercise of ESOP at Rs. 301/- per option.

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Proposed Remuneration

NRC and Board of Directors in their meeting held on January 24, 2023 have approved and recommended the following remuneration for shareholders’ approval:

Fixed Pay	Rs. 3.65 crores per annum
Performance linked Variable Pay	At 40% of Fixed Pay (which is ~Rs. 1.46 crores per annum) Payout of the same shall be upon achievement of strategic, operational and financial outcomes as agreed with the Board. NRC and Board shall have absolute powers to determine the quantum of variable payout based on performance evaluation.
Other Benefits	Chauffer driven car for use on Company’s business; Encashment of un-availed leave as per rules of the Company.
Annual increment in Fixed Pay during the tenure of re-appointment	Not exceeding 30% of the last drawn remuneration as recommended by NRC and approved by the Board of Directors of the Company.
Minimum Remuneration	In terms of the applicable provisions and Schedule V of the Companies Act, 2013, where in any financial year during the tenure of Badree, the Company has no profit, or its profit is inadequate, the Company shall pay Badree, the remuneration comprising of salary, perquisites and other benefits and emoluments as specified hereinabove as Minimum Remuneration, including revision in remuneration as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors from time to time.

Comparative remuneration

Considering Badree’s experience and the requirements of skills and effective leadership required to drive the challenging business, remuneration proposed for Badree is considered moderate in comparison to the remuneration packages of senior level personnel in similar companies in the industry.

• 3) Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, or other director, if any

Badree does not have any pecuniary relationship with the Company other than the remuneration he receives as Executive Director and he is not related to any other Director or KMP of the Company.

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III. Other Information

Reasons of loss or inadequate profits

FY22 was a challenging year for Strides as it witnessed significant headwinds in its business operations due to both external and internal factors.

Performance of the Company was impacted largely on account of unusual price erosion and volume drops in the US, significant increase in freight costs, under-utilized capacities driving increased cost structures and elongated cash-to-cash cycle leading to negative operating cash flow for the Company. For the first time, the Company reported Operating PAT Loss during FY22.

Having said that, FY23 has been a comeback year for Strides. Strong weekly governance across the business has enabled the Company to identify and address challenges of Profitability, Efficiency and Growth. The Group has delivered improved business performance during 9M FY23, with growth across its businesses, primarily driven by focus on portfolio, product launches, cost management initiatives, price discipline and margin focus.

The special resolution under Item 2 of this Notice is proposed as the profitability of the Company may be adversely impacted in future due to the dynamic business environment in which the Company operates.

Steps taken or proposed to be taken for improvement and expected increase in productivity and profits in measurable terms

Considering the dynamic business environment, management has reset the business in terms of its focus on portfolio, price discipline, margins and cost structures. These changes have started to play-out as the Company delivered a strong bounce-back in FY23 after facing a very challenging FY22.

Growth across the markets will be driven by product launches across geographies, improved market share, new customer acquisitions across its regulated markets business.

The Company is also aggressively focussing on cost reduction through cost improvement programs across various cost line items of material cost, personnel cost and other operating costs which will lead to improved profitability, superior cash flows, debt reduction amongst others.

While the operating environment continues to be challenging, the Company stays confident to deliver significant value to its stakeholders in the coming years.

• IV. Disclosure as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

A brief resume of the Director and nature of his expertise in specific functional areas:

Please refer to Page 5 – Brief Profile of Badree for the said details.

Disclosure of relationships between Directors inter-se:

Badree is not related to any of the other Directors of the Company.

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Companies including listed companies in which Badree holds directorship and committee membership:

Badree is Executive Director – Finance & Group CFO at Strides Pharma Science Limited. He is also a member of Strides’ Risk Management Committee.

Other than above, Badree does not hold any other directorship/ Committee memberships.

Listed Companies from which resigned in the past three years: None

Shareholding in the Company, including shareholding as beneficial owner: As at date of this Notice, Badree holds 25,000 equity shares of the Company.

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NOTES

1. Approval of Shareholders of the Company is solicited by passing requisite resolutions through Postal Ballot/ e-Voting for business set out in Item 1 and 2 of this Notice.

Explanatory Statement pursuant to Sections 102 read with Section 110 of the Act stating all material facts pertaining to the resolutions is annexed along with Postal Ballot Notice for your consideration.

Board of Directors of the Company on Tuesday, January 24, 2023, considered the special business under Item 1 & 2 as unavoidable and to be transacted through Postal Ballot/ e-Voting.

1. Postal Ballot Notice is being sent only by electronic mode to all the Shareholders of the Company , whose names appear in the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), (NSDL together with CDSL, the “Depositories”) and as available with the Company as at Friday, February 17, 2023 (“ Cut-off Date ”).

A copy of this Postal Ballot Notice shall also be available on the website of the Company www.strides.com , relevant section of the websites of Stock Exchanges on which the Equity Shares of the Company are listed and the website of KFin Technologies Limited (formerly, KFin Technologies Private Limited), Registrar and Transfer Agent of the Company (“ KFintech ” or “ RTA ”).

Shareholders holding equity shares as on the Cut-off Date can cast their vote using remote e- Voting facility only. A person who is not a Shareholder as on the Cut-off Date should treat this Notice for information purpose only.

Voting rights of a Shareholder/ beneficial owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the Cut-off Date.

1. Resolutions, if approved, by the Shareholders by means of Postal Ballot/ e-Voting is deemed to have been passed at a General Meeting of the Shareholders and the last date of the e-Voting i.e., Wednesday, March 22, 2023 shall be the date on which the Resolutions shall be deemed to have been passed, if approved by the requisite majority.

2. Temporary Email Registration

The Company is sending Postal Ballot Notice in electronic form only as permitted under the General Circulars. Accordingly, the communication of assent or dissent of the Shareholders would take place through remote e-Voting system only.

To facilitate such Shareholders to receive this notice electronically and cast their vote electronically, the Company has made arrangement with RTA for registration of email addresses in terms of the General Circulars.

Process for registration of email addresses is as under:

• (a) Pursuant to General Circulars for remote e-Voting for this Postal Ballot, Shareholders who have not registered their email address and in consequence the e-Voting notice could not be serviced, may temporarily get their email address registered with the Company’s RTA by clicking the link:

https://ris.kfintech.com/clientservices/postalballot/registration.aspx

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and following the below process:

• 1) Select the company name “Strides Pharma Science Limited”

• 2) Select the Holding type from the drop down i.e., - NSDL/ CDSL/ Physical

• 3) Enter DP ID – Client ID (in case shares are held in electronic form)/ Physical Folio No. (in case shares are held in physical form) and PAN.

• 4) If PAN details are not available in the system, the system will prompt to upload a self-attested copy of the PAN card for updating records.

• 5) In case of shares held in physical form where PAN details are not available in the records, please enter any one of the Share Certificate No. in respect of the shares held by you.

• 6) Enter the email address and mobile number.

• 7) System will validate DP ID – Client ID/ Folio No. and PAN or Share certificate No., as the case may be, and send OTP at the registered mobile number as well as email address for validation.

• 8) Enter the OTPs received by SMS and email to complete the validation process. OTP will be valid for 5 minutes only.

• 9) The Notice and e-Voting instructions along with the User ID and Password will be sent on the email address updated by the Shareholder.

Shareholders may also register their e-mail IDs by sending an e-mail citing subject line as “Strides’ Postal Ballot - Registration of e-mail IDs” to investors@strides.com with

• Name of registered Member(s)/ shareholder(s);

• Folio number(s)/ DP ID/ Client ID; and

• No. of equity shares held

from the email address they wish to register.

Post successful registration of the email, the Shareholder would get soft copy of the Notice and the procedure for e-Voting along with the User ID and Password to enable e-Voting for this Postal Ballot.

In case of any queries, Shareholder may write to einward.ris@kfintech.com or investors@strides.com

• (b) It is further clarified that for permanent registration of email address, Shareholders are requested to register their email addresses by following due procedure:

• For electronic holdings : with their concerned Depository Participants; and

• For physical holdings : with the Company’s Registrar and Share Transfer Agent, KFintech

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• (c) Those Shareholders who have already registered their email addresses are requested to keep their email addresses validated with their Depository Participants/ the Company’s RTA to enable servicing of notices/ documents/ Annual Reports electronically to their email address.

If any Shareholder who has registered the email address and not received Postal Ballot notice, User ID and Password for remote e-Voting, may write to einward.ris@kfintech.com or investors@strides.com from the registered email address to receive the same.

1. In compliance with Sections 108 and 110 of the Act and the Rules made thereunder and Regulation 44 of the Listing Regulations and General Circulars, Company is providing the facility to the Shareholders to exercise their votes electronically and vote on the resolutions through e-Voting facility.

Company has engaged the services of KFintech as the agency to provide e-Voting facility.

Instructions for e-Voting are provided as part of this Postal Ballot Notice which the Shareholders are requested to read carefully before casting their vote.

1. A Shareholder cannot exercise vote by sending physical Postal Ballot or by proxy on Postal Ballot.

All the Shareholders are requested to cast their votes only through remote e-Voting as per the procedure provided in Annexure 1.

1. Scrutinizer for the Postal Ballot process

Mr. Preetham Hebbar, Practising Company Secretary (ICSI Membership No. A31909 and CP: 21431) of M/s. Preetham Hebbar & Co., Company Secretaries, Bengaluru, has been appointed as the Scrutinizer for conducting the Postal Ballot/ e-Voting in accordance with the law and in a fair and transparent manner.

Scrutinizer shall submit his Report on the resolutions proposed to be passed through Postal Ballot/ e-Voting to the Chairperson or Company Secretary of the Company after completion of the scrutiny.

Results of the voting by Postal Ballot shall be announced on or before Friday, March 24, 2023 and shall be communicated to BSE Limited and The National Stock Exchange of India Limited (“Stock Exchanges”) where the equity shares of the Company are listed.

The results of the Postal Ballot/ e-Voting shall also be displayed on the notice board at the Registered Office of the Company for a period of 3 (Three) days, on the Company’s website at www.strides.com and on the website of Kfintech at https://evoting.kfintech.com/

1. All documents referred to in this Postal Ballot Notice shall be available for inspection electronically on the website of the Company from the date of dispatch of the Postal Ballot Notice, until the last date of voting by remote e-Voting. Shareholders seeking to inspect such documents may also send an email to investors@strides.com.

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Annexure 1

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GENERAL INSTRUCTIONS TO CAST VOTES THROUGH REMOTE E-VOTING

I PROCEDURE FOR REMOTE E-VOTING

• 1) In compliance with the provisions of Section 108 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI circular no. SEBI/ HO/ CFD/ CMD/ CIR/ P/ 2020/ 242 dated December 9, 2020 in relation to e-voting Facility provided by Listed Entities, Shareholders are provided with the facility to cast their vote electronically, through the e-voting services provided by KFin Technologies Limited (Formerly, KFin Technologies Private Limited) (KFintech), on all the resolutions set forth in this Notice.

• 2) Voting rights of the Shareholders shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date, Friday, February 17, 2023 .

A person who is not a shareholder as on the cut-off date should treat this Notice for information purposes only.

Once the vote on a Resolution(s) is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

The e-voting facility will be available during the following period:

• Commencement of e-Voting: 09:00 hrs IST on Tuesday, February 21, 2023;

• End of e-Voting: 17:00 hrs IST on Wednesday, March 22, 2023.

The remote e-Voting will not be allowed beyond the aforesaid date and time and the remote-e-Voting module shall be forthwith disabled by KFintech upon expiry of the aforesaid period.

The process and manner of e-Voting shall be as under:

Step 1: Access to Depositories e-voting system in case of individual Shareholders holding shares in demat mode.

Step 2: Access to KFintech e-voting system in case of Shareholders holding shares in physical form and non-individual Shareholders in demat mode.

2.1 Details on Step 1 are mentioned below:

Login method for remote e-voting for Individual Shareholders holding securities in demat mode.

Individual Shareholders holding securities in demat mode with NSDL

	1.	Users already registered for IDeAS facility (i) Visit URL:https://eservices.nsdl.com (ii) Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. (iii) On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-voting”

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	(iv) Click on company name or e-voting service provider and you will be re-directed to e-voting service provider website for casting the vote during the remote e-voting period.
2.	Users not registered for IDeAS e-Services (i) To register click on link:https://eservices.nsdl.com (ii) Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp (iii) Proceed with completing the required fields. (iv) Follow steps given in point no. 1 above.
3.	Users may alternatively vote by directly accessing the e-voting website of NSDL (i) Open URL:https://www.evoting.nsdl.com/ (ii) Click on the icon “Login” which is available under ‘Shareholder/ Member’ section. (iii) A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. (iv) Post successful authentication, you will be requested to select the name of the company and the e- voting Service Provider name, i.e., KFintech. (v) On successful selection, you will be redirected to KFintech e-voting page for casting your vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

1.	Users who have opted for Easi / Easiest (i) Visit URL:https://web.cdslindia.com/myeasinew/home/login or URL:www.cdslindia.com (ii) Click on New System Myeasi (iii) Login with your registered User ID and Password. (iv) The user will see the e-voting Menu. The Menu will have links of ESP i.e. KFintech e-voting portal. (v) Click on e-voting service provider name to cast your vote.
2.	Users not registered for Easi/ Easiest (i) Option to register is available at https://web.cdslindia.com/myeasinew/Registration/EasiRegistration https://web.cdslindia.com/myeasinew/Registration/EasiestRegistration (ii) Proceed with completing the required fields. (iii) Follow the steps given in point no. 1 above.
3.	Users may alternatively vote, by directly accessing the e-voting website of CDSL (i) Visit URL:www.cdslindia.com

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• (ii) Provide your demat Account Number and PAN No.

• (iii) System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.

• (iv) After successful authentication, user will be provided links for the respective ESP, i.e., KFintech where the e- Voting is in progress.

Individual Shareholders login through their demat accounts/ Website of Depository Participant

• (i) Shareholders may login using the login credentials of the demat account through their Depository Participants registered with NSDL /CDSL for e-voting facility.

• (ii) Once logged-in, Shareholders will be able to see e-voting option.

• (iii) On clicking e-voting option, Shareholders will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein Shareholders can view e-voting feature.

• (iv) Click on options available against company name or e-voting service provider – KFintech and Shareholders will be redirected to e-voting website of KFintech for casting their vote during the remote e-voting period without any further authentication.

Important note

Shareholders who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at above mentioned websites.

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

Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request atevoting@nsdl.co.in; OR Call at toll free no.: 1800 1020 990and1800 22 44 30
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com; OR Call at022-23058738or022-23058542-43

2.2 Details on Step 2 are mentioned below:

Login method for Shareholders holding shares in physical form and non-individual Shareholders in demat mode

• A) Shareholders whose email IDs are registered with the Company/ Depository Participants (s) , will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

• i) Launch internet browser by typing the URL: https://evoting.kfintech.com/

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• ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) XXXX, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.

• iii) After entering these details appropriately, click on “LOGIN”.

• iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v) You need to login again with the new credentials.

• vi) On successful login, the system will prompt you to select the “EVEN” i.e., “STRIDES PHARMA SCIENCE LIMITED” and click on “Submit”

• vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/ AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Shareholders does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii) Shareholders holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• x) You may then cast your vote by selecting an appropriate option and click on “Submit”.

• xi) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution(s), you will not be allowed to modify your vote. During the voting period, Shareholders can login any number of times till they have voted on the Resolution(s).

• xii) Corporate/ Institutional Shareholders (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter etc., together with attested specimen signature(s) of the duly authorized representative(s), who is authorized to vote, to the Scrutinizer through info@phnaffiliates.in with a copy marked to evoting@kfintech.com.

The scanned image of the above-mentioned documents should be in the naming format “ Corporate Name_EVEN No. ”

• B) Shareholders whose email IDs are not registered with the Company/ Depository Participants(s), and consequently the Notice of Postal Ballot and e-voting instructions cannot be serviced, will have to follow the following process:

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• i) Shareholders who have not registered their email address and in consequence, the Notice of Postal Ballot and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link: https://ris.kfintech.com/clientservices/postalballot/registration.aspx

Shareholders are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, Shareholders may write to einward.ris@kfintech.com.

• ii) Alternatively, Shareholders may send an e-mail request at the email id einward.ris@kfintech.com along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Notice of Postal Ballot and the e-voting instructions.

• iii) After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

II OTHER INSTRUCTIONS/ INFORMATION

• 1) In case of any query and/ or grievance, in respect of voting by electronic means, Shareholders may refer to:

• the Help & Frequently Asked Questions (FAQs) and e-voting user manual available at the ‘Download’ section of https://evoting.kfintech.com; OR

• may contact to Mr. Raju S.V, Deputy Vice President/ Mr. Mohan Kumar A, Manager of KFin Technologies Limited, Selenium Building, Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad – 500032; OR email at einward.ris@kfintech.com or evoting@kfintech.com; or

• call KFintech’s toll free No. 1-800-309-4001 for any further clarifications.

2) KYC updation

To prevent fraudulent transactions, Shareholders are advised to exercise due diligence and notify the Company of any change in address or demise of any Shareholder as soon as possible.

Shareholders are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant(s) and holdings should be verified from time to time.

• 3) Non-Resident Indian Shareholders are requested to inform RTA/ respective Depository participants, immediately of any:

• a) Change in their residential status on return to India for permanent settlement; and

• b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

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4) Furnishing of PAN, KYC details and Nomination by holders of physical securities

SEBI has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market.

Shareholders holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s).

Further, SEBI vide their Circular dated November 3, 2021 and December 14, 2021 has mandated furnishing of PAN, email address, mobile number, bank account details and nomination by holders of physical securities.

Effective January 1, 2022, RTA/ Company shall consider any service request such as transfer, transmission, issue of duplicate share certificates, renewal/ exchange of share certificates, consolidation of folios etc., only upon registration of the PAN, Bank details and Nomination.

5) Freezing of Folios without PAN, KYC details and Nomination

• a. From April 1, 2023 - Folios wherein any one of the said document/ details are not available shall be frozen and such folios shall not be eligible to lodge grievance or avail service request from the RTA and for receipt of dividend in physical mode. However, upon updation of documents/ details as detailed above, services from RTA shall resume.

• b. After December 31, 2025, frozen folios shall be referred by RTA/ Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/ or Prevention of Money Laundering Act, 2002.

• 6) Shareholders who have not updated their details as above are requested to furnish the documents/ details, as per the table below, to the Registrars & Transfer Agents M/s KFin Technologies Limited (Formerly known as KFin Technologies Private Limited) at their earliest convenience:

#	Particulars	Please furnish details in
1	PAN	Form No. ISR-1
2	Address
3	Email address
4	Mobile Number
5	Demat account details
6	Bank account details
7	Nomination details	Form: SH-13
8	Declaration to opt out nomination	Form: ISR-3

The aforesaid forms can be downloaded from the website of the Company and RTA at: https://www.strides.com/Shareholders_service_request.html and https://ris.kfintech.com/clientservices/isc/default.aspx#isc_download_hrd

You are requested to forward the duly filled in and executed documents along with the related proofs as mentioned in the respective forms to the following address:

KFin Technologies Limited (Formerly known as KFin Technologies Private Limited) , Unit: Strides Pharma Science Limited Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032; E-mail: einward.ris@kfintech.com

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7) Transfer of Shares

In terms of the SEBI Listing Regulations, securities of listed companies can only be transferred in dematerialized form with effect from April 1, 2019.

Further, as an ongoing measure to enhance ease of dealing in securities by investors, SEBI vide its Circular of January 25, 2022, has mandated listed companies to issue securities in demat form only while processing service requests such as transfer, transmission, issue of duplicate share certificates, renewal/ exchange of share certificates, consolidation of folios etc.

In terms of the Circular,

1. Claimant/ Securities Holder shall submit their request in Form ISR-4 (hosted on website of Company and RTA) along with requisite documents and details;

2. RTA shall verify the request and documents submitted and thereafter issue a Letter of Confirmation (LoC) in lieu of physical securities certificates to the Claimant/ Securities Holder within 30 days of receipt of such request;

3. LoC shall be valid for a period of 120 days from the date of its issuance;

4. Claimant/ Securities Holder to make a request to the Depository Participant for dematerializing the said securities;

5. In case the Claimant/ Securities Holder fails to submit the demat request within the prescribed period, such shares shall be credited to the Suspense Escrow Demat Account of the Company;

6. Claimant/ Securities Holder to reinitiate the process for claiming shares from the Suspense Escrow Demat Account of the Company.

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