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STRIDES PHARMA SCIENCE LIMITED Proxy Solicitation & Information Statement 2024

Oct 28, 2024

62616_rns_2024-10-28_ece386a8-4cf4-4912-8862-b28eba3fe654.pdf

Proxy Solicitation & Information Statement

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October 28, 2024

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 Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 (“Listing Regulations”), we enclose herewith Notice of Postal Ballot dated October 24, 2024, seeking approval of shareholders of the Company for the following resolution:

# Description of the Resolutions Type of Resolution
1. Re-appointment of Dr. Kausalya Santhanam (DIN: 06999168) as an
Independent Director of the Company
Special

Date of events relevant for 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, October 25, 2024
Monday, October 28, 2024
2. Date of Commencement of e-Voting Tuesday, October 29, 2024 at
09:00 hrs IST
3. Date of Ending of e-Voting (“Last Date”) Wednesday, November 27, 2024 at
17:00 hrs IST
4. Results of Postal Ballot On or before Friday, November 29, 2024

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.

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This is for your information and records.

Thanks & regards, For Strides Pharma Science Limited,

MANJULA R

Digitally signed by MANJULA R Date: 2024.10.28 18:27:25 +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: [email protected]

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, General Circular No. 11/ 2022 dated December 28, 2022, General Circular No. 09/ 2023 dated September 25, 2023 and General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs, Government of India (“ General Circulars ”) for seeking approval of the Shareholders of Strides Pharma Science Limited (the “ Company ”) for re-appointment of Dr. Kausalya Santhanam (DIN: 06999168) as an Independent Director of the Company, for a second term of five years commencing from December 11, 2024 up to December 10, 2029 (both days inclusive).

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.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Shareholders whose email address is registered with the Company/ Depository Participant (“ DP ”).

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

Scrutinizer for conducting the Postal Ballot

Board of Directors, pursuant to Rule 22(5) of the Rules, have appointed Mr. Gigi Joseph K J, Practicing Company Secretary (ICSI Membership No. F6483 and CP:5576) of M/s. Joseph & Chacko LLP, Company Secretaries, Bengaluru, as Scrutinizer for conducting the Postal Ballot/ e-Voting in accordance with the law and in a fair and transparent manner.

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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 for its Shareholders.

Remote E-voting facility is available at the link: https://evoting.kfintech.com/ and commences from Tuesday, October 29, 2024 at 09:00 hrs IST and concludes on Wednesday, November 27, 2024 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 “ Information and Instructions relating to e-Voting ” provided in the Notes to this Notice.

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 resolution proposed to be passed through Postal Ballot/ e-Voting shall be announced on or before Friday, November 29, 2024 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 3 (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, October 25, 2024
3) Time period for e-voting Commences onTuesday, October 29, 2024 at 09:00 hrs IST
Ends onWednesday, November 27, 2024 at 17:00 hrs IST
4) Last date for publishing
results of the e-Voting
On or before Friday, November 29, 2024
5) In case of any grievances or
queries, contact
KFin Technologies Limited
(formerly known as KFin Technologies Private Limited)
Ms. Rajitha C, Vice President/
Mr. Mohan Kumar A, Senior Manager
Toll Free No.: 1800 309 4001
E-mail:[email protected]; [email protected]
6) Scrutinizer Details Mr. Gigi Joseph K J, Practicing Company Secretary
(ICSI Membership No. F6483 and CP:5576) of
M/s. Joseph & Chacko LLP, Company Secretaries, Bengaluru
Email:[email protected]

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7) Strides contact details

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Email: [email protected] Tel No.: +91 80 6784 0732/ 0734

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RESOLUTION FOR APPROVAL THROUGH POSTAL BALLOT

Item 1: Re-appointment of Dr. Kausalya Santhanam (DIN: 06999168) 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, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder (the ‘Act’) and applicable provisions Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof for the time being in force) (“Listing Regulations”), Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and approval of Board of Directors of the Company in their meeting held on October 24, 2024, consent of Shareholders of the Company be and is hereby accorded for re-appointment of Dr. Kausalya Santhanam (DIN: 06999168) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five years commencing from December 11, 2024 up to December 10, 2029 (both days inclusive) .

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 and sign and file all such papers, documents, forms and writings as may be necessary and incidental to the aforesaid resolution.”

By Order of the Board For Strides Pharma Science Limited

Place: Bengaluru Date: October 24, 2024

Sd/Manjula Ramamurthy Company Secretary ICSI Membership No.: A30515

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EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013 (Act), Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and the applicable Secretarial Standards, the following explanatory statement sets out all the material facts relating to the business mentioned under Item No. 1 of this Postal Ballot Notice:

Item 1: Re-appointment of Dr. Kausalya Santhanam (DIN: 06999168) as an Independent Director of the Company

Dr. Kausalya Santhanam (DIN: 06999168), aged about 56 years, was appointed as an Independent Director (ID) on the Board of Strides for a period of five years effective December 11, 2019, vide resolution passed by the Shareholders of the Company at the 29[th] Annual General Meeting of the Company held on August 20, 2020. Her first term as Independent Director is ending on December 10, 2024.

In terms of Section 149 of the Companies Act, 2013, an Independent Director shall hold office for a term of five consecutive years on the Board of the Company and shall be eligible for re-appointment for another term of five years on passing a Special Resolution by the Company.

Pursuant to the provisions of the Act and Listing Regulations, Company is seeking approval of Shareholders of the Company by way of Postal Ballot.

About Dr. Kausalya Santhanam

Dr. Kausalya, aged about 56 years, is a Patent attorney registered with the Indian Patent Office as well as the US Patent and Trademark Office and is the Founder of SciVista IP & Communication.

Dr. Kausalya has a Ph.D in Cell biology and Immunology from Post Graduate Institute of Medical Education and Research (PGIMER) Chandigarh. Her Post-Doctoral training was in Cancer Biology at Center for Cellular and Molecular Biology (CCMB), Hyderabad. Later, she was a National Research Council (NRC) Fellow at Walter Reed Army Institute of Research, Washington DC and then a Research Associate at Albert Einstein College of Medicine, New York. Later, she worked for five years as an inhouse counsel in the Intellectual Property Department of CuraGen Corporation, a Biopharmaceutical company at Connecticut, USA.

Upon her return to India, Dr. Kausalya started SciVista IP & Communication that provides services in the area of Intellectual Property including IP strategies to Biotech, Pharma, Nutraceuticals, Agriculture, nanotechnology and BioPharma Companies. Dr. Kausalya also holds a Law (LLB) Degree from Mumbai University, India.

Dr. Kausalya is also an Adjunct Professor at IIT Jodhpur, Global Executive Pharmaceutical MBA Program of Ahmedabad University and Rady School of Management, San Diego and is also a Speaker at various IP-related workshops and training programs in academia and industry.

Dr. Kausalya serves as an Independent Director on the Boards of various Pharma and Animal Health Companies. At Strides, Dr. Kausalya is the Chairperson of the CSR Committee and Stakeholders Relationship Committee. She is also a member in Audit Committee, Nomination and Remuneration Committee and Risk Management Committee.

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In terms of the provisions of Regulation 24 of SEBI Listing Regulations, Dr. Kausalya is also a Director on the Board of the following Material Subsidiaries of the Company:

  • 1) Strides Pharma Asia Pte. Ltd, Singapore

  • 2) Strides Pharma Global Pte. Limited

  • 3) Strides Pharma Inc., USA and

  • 4) Strides Arcolab International Limited, UK

Other Directorships held by Dr. Kausalya

# Name of the entity Type of entity Committee Membership
1 Solara Active Pharma
Sciences Limited
Public - Listed Audit Committee - Member
Stakeholder’s Relationship Committee - Member
Corporate Social Responsibility Committee – Chairperson
2 SeQuent Scientific Limited
(Second term as ID expiring
on Oct 27, 2024)
Public – Listed Ethics Committee – Chairperson
Stakeholders Relationship Committee – Chairperson
Audit Committee – Member

Dr. Kausalya has not resigned from any Listed Entity in the past three years and is not related to any of the Directors, Managers, Key Managerial Personnel of the Company.

Confirmations received from Dr. Kausalya

Company has received all statutory disclosures/ declarations from Dr. Kausalya including:

  • a) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“the Appointment Rules”);

  • b) Intimation in Form DIR 8 in terms of the Appointment Rules to the effect that she is not disqualified under sub-section (2) of Section 164 of the Act;

  • c) Declaration to the effect that she meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act, and Regulation 16(1)(b) of the Listing Regulations along with the confirmation 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 duties as an Independent Director of the Company;

  • d) Declaration pursuant to BSE Circular No. LIST/ COMP/ 14/ 2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/ 2018/ 24 dated June 20, 2018 that she has not been debarred from holding office of a Director by virtue of any order passed by the SEBI or any other such authority;

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Shareholding in the Company and other pecuniary relationships

  • a) Dr. Kauslaya holds 2,203 equity shares of the Company in aggregate (including shares held jointly with her Spouse) constituting to 0.0024% of the paid-up capital of the Company.

  • b) Details of last drawn remuneration in the Company:

Amount (In Rs.)
Financial Year Sitting fee Commission Total
2021-22 13,00,000 - 13,00,000
2022-23 12,00,000 10,00,000 22,00,000
2023-24 20,00,000 20,00,000 40,00,000
  • c) Sitting fee from Material subsidiaries of the Company:
Amount (In USD) Amount (In USD)
Name of the Entity FY 2022 FY 2023 FY 2024
Strides Pharma Asia Pte Ltd, Singapore 6,000 6,000 6,000
Strides Pharma Global Pte Ltd, Singapore 6,000 6,000 6,000
Strides Pharma Inc., USA 6,000 6,000 6,000
Strides Arcolab International Limited, UK 6,000 6,000 6,000

NRC & Board’s consideration for re-appointment of Dr. Kausalya

NRC at their meeting held on October 7, 2024 considered the recommendation of the members for reappointment of Dr. Kausalya as Independent Director of the Company for a further period of 5 years effective December 11, 2024. Declarations provided by Dr. Kausalya including her consent for the proposed re-appointment was taken on record.

Committee noted that Dr. Kausalya has consistently spent time for the Company. She has actively attended in all the Board and Committee meetings during her first tenure with the Company.

MIS of Board & Committee meetings attended by Dr. Kausalya during her first term as Independent Director is as under:

Meetings Held & Attendance Board Audit
Committee
NRC CSR* RMC** SHRC***
FY 2019-20 7 5 6 2 2 4
Meetings After Dr. Kausalya’s
appointment – December 11,
2019
3 1 1 NA NA NA
Attendance 3 1 1 NA NA NA
% of attendance 100% 100% 100% 100% NA NA

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FY 2020-21 9 8 3 2 2 4
Attendance 9 8 3 2 NA NA
% of attendance 100% 100% 100% 100% - NA
FY 2021-22 9 4 6 2 2 4
Attendance 9 4 6 2 NA NA
% of attendance 100% 100% 100% 100% - NA
FY 2022-23 6 6 5 3 3 4
Meetings after Dr. Kausalya’s
Induction to RMC
- - - - 1 NA
Attendance 6 6 5 3 1 NA
% of attendance 100% 100% 100% 100% 100% NA
FY 2023-24 11 9 4 2 2 4
Attendance 11 9 4 2 2 NA
% of attendance 100% 100% 100% 100% 100% NA
FY 2024-25
(Upto October 24, 2024)
4 2 4 1 1 2
Meetings held after Dr.
Kausalya’s appointment in
SHRC
- - - - - 1
Attendance 4 2 4 1 1 1
% of attendance 100% 100% 100% 100% 100% 100%
  • Appointed as Chairperson of CSR Committee with effect from January 9, 2020;

  • ** Appointed as Member of Risk Management Committee with effect from November 15, 2022;

  • *** Appointed as Chairperson of SHRC with effect from June 1, 2024.

Dr. Kausalya has also actively participated in Board meetings of Material Subsidiaries of the Company where she holds Directorship and has significantly contributed to the governance of the Material Subsidiaries.

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Remuneration payable to Dr. Kausalya:

a) Sitting fee

As Independent Director of Strides, Dr. Kausalya would receive sitting fees for attending meetings of the Board and Committee meetings, which will be at par with the sitting fees paid to other NonExecutive Directors of the Company.

b) Annual Commission

In terms of the provisions of Section 197 of the Act, Non-Executive Directors (including Independent Directors) may be paid remuneration by way of Commission up to 1% of the Net profits of the Company, if Company has a Managing Director or a Whole-time Director or a Manager. The Company has requisite shareholders’ approval in place for payment of Commission (both in the context of adequacy of profit or otherwise).

Accordingly, Dr. Kausalya shall be eligible for annual commission paid to Non-Executive Directors, as may be approved by Board of Directors of the Company.

Recommendation of NRC & Board

Dr. Kausalya’s profile vis-à-vis the Board Skill Matrix was evaluated by the Committee including the time spent by her with Management and the balance of skills, knowledge and experience possessed by her.

Considering Dr. Kausalya’s relevant experience, her qualifications and skillsets, understanding of Company’s business and it’s dynamics, Committee unanimously asserted that Dr. Kausalya has all the requisite capabilities, ability and experience to discharge her duties as an Independent Director of the Company. Committee believes that continued association of Dr. Kausalya as an Independent Director would be beneficial to the Company.

Basis the above, Committee recommended to the Board for re-appointment of Dr. Kausalya for a second term as Independent Director.

Board concurs with the recommendations of NRC and strongly believes that Dr. Kausalya’s continued association with the Company shall be beneficial to the Company.

In terms of Section 160 of the Companies Act, 2013, the Company has received notice in writing from a Member proposing the candidature of Dr. Kausalya Santhanam to be appointed as an Independent Director of the Company.

Copy of the draft letter for re-appointment of Dr. Kausalya Santhanam as an Independent Director setting out the terms and conditions is available for inspection by the shareholders.

Except Dr. Kausalya, none of the Directors, Key Managerial Personnel, Promoters or their relatives are in any way concerned or interested, financially or otherwise, in this resolution.

Board recommends passing of the resolution as set out in Item No . 1 of the Notice as a Special Resolution and requests Shareholders' approval for the same.


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NOTES

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

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

Board of Directors of the Company on October 24, 2024 considered the special business under Item 1 unavoidable and to be transacted through Postal Ballot/ e-Voting.

2. 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 October 25, 2024 (“ 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 Share Transfer Agent of the Company (“ KFintech ” or “ RTA ”).

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.

3. Resolution, 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, November 27, 2024 shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.

4. 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 resolution 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.

5. 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.

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6. Shareholders who have multiple folios in identical names or joint names in the same order are requested to intimate the RTA about these folios to enable consolidation of all such shareholdings into one folio.

7 Inspection of Documents

All documents referred in this Notice shall be available for inspection electronically.

Shareholders seeking to inspect the documents can also send an email to [email protected] .

8 Scrutinizer for the Postal Ballot process

Mr. Gigi Joseph K J, Practicing Company Secretary (ICSI Membership No. F6483 and CP:5576) of M/s. Joseph & Chacko LLP, 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 resolution proposed to be passed through Postal Ballot/ e-Voting to the Chairperson or Company Secretary of the Company after completion of the scrutiny.

The result of the voting by Postal Ballot shall be announced on or before Friday, November 29, 2024 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/.

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General Information to Shareholders

1. Dividend Payout to Physical Folios only through Electronic Mode

SEBI vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023) has mandated that effective April 1, 2024, dividend in respect of physical folios shall be paid only through electronic mode.

Accordingly, security holders holding securities in physical form are mandated to update their folios with their KYC documents viz., PAN, Contact Details, Mobile Number, Bank Account details etc. failing which such security holders shall not be eligible for any payment including dividend, interest or redemption in respect of such folios through electronic mode.

Upon updation of the requisite details in entirety, security holders shall be eligible to receive all the dividends declared during that period (from April 01, 2024, till date of updation) pertaining to the securities held after the said updation.

SEBI has issued FAQs in this matter which is available on their website at the following link for investor awareness:

- https://www.sebi.gov.in/sebi_data/faqfiles/jan 2024/1704433843359.pdf

2. KYC updation

To prevent fraudulent transactions, Shareholders are advised to exercise due diligence and notify the Company of any change in address, as soon as possible. Further, in case of demise of a Shareholder, their legal heirs are requested to notify the Company, at their earliest convenience.

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.

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, if not furnished earlier.

Procedure for KYC Updation

Shareholders holding shares in electronic form and who have not updated their PAN and KYC are requested to submit the details to their Depository Participant(s).

Shareholders holding shares in physical mode and who have not updated their details are requested to furnish the documents/ details, as per the table below, to KFintech at their earliest convenience:

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Type of
Holder
Particulars Form
Physical Form for availing investor services to register PAN, email address,
bank details and other KYC details or changes/ update thereof for
securities held in physical mode
Form ISR - 1
Update of signature of securities holder Form ISR - 2
Declaration to opt out Nomination Form ISR-3
Form for requesting issue of Duplicate Certificate for shares held
in physical form
Form ISR-4
Request for transmission of Securities by Nominee or Legal Heir Form ISR-5
Nomination form Form: SH-13
Cancellation of nomination by the holder(s) (along with ISR-3)/
Change of Nominee
Form: SH-14
Demat Shareholders to contact their Depository Participants and register their email address
and bank account details in their demat account, as per the process advised by the
Depository Participants.

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

Shareholders 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 Toll Free No.: 1800 309 4001 E-mail: [email protected]

The above mentioned ISR Form(s) and the supporting documents can be provided by any one of the following modes:

a) Through ‘In Person Verification’ (IPV): the authorized person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials;

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b) Through hard copies which are self-attested, which can be shared on the address below;

Name KFIN Technologies Limited Unit: Strides Pharma Science Limited Address Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana India - 500 032.

c) Through electronic mode with e-sign by following the link: https://ris.kfintech.com/clientservices/isc/isrforms.aspx

Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.html

For more information on updating the email and Mobile details for securities held in electronic mode , please reach out to the respective DP(s), where the DEMAT A/c is being held.

3. Withdrawal of the requirement of Freezing of Folios

SEBI vide its Circular SEBI/ HO/ MIRSD/ POD-1/ P/ CIR/2023/181 dated November 17, 2023 has done away with the requirement of freezing of folios and referring frozen folios to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/ or Prevention of Money Laundering Act, 2002.

4. Issue/ Transfer of Shares in demat mode only

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 dated 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;

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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;

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

5. KPRISM – Unified platform for investment monitoring

KPRISM is a unified platform launched by Kfintech for your Equity Investment Monitoring with multiple Self-Help Features.

You may access KPRISM on their website link provided below or through the mobile app named ‘KPRISM’.

https://kprism.kfintech.com/

Shareholders can download this android mobile application from play store and view their portfolios serviced by KFintech.

In addition, Shareholders may also visit the Investor Support Center (ISC) webpage at https://ris.kfintech.com/clientservices/isc/default.aspx and access various services such as post or track a query, upload tax exemptions forms, view the demat/ remat request, check the dividend status, download the required ISR forms and check KYC status for physical folios, amongst others.


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Annexure 1

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, SEBI Master Circular No. SEBI/ HO/ CFD/ PoD2/ CIR/ P/ 2023/ 120 dated July 11, 2023 and SEBI Circular No. SEBI/ HO/ CFD/ CFD-PoD-2/ P/ CIR/ 2023/ 167 dated October 7, 2023, 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 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 i.e., Friday, October 25, 2024 .

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 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, October 29, 2024

  • End of e-Voting: 17:00 hrs IST on Wednesday, November 27, 2024

Remote e-Voting will not be allowed beyond the aforesaid date and time and the remote-eVoting 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.

NSDL Individual Shareholders holding securities in demat mode with NSDL

  • I. Instructions for existing Internet-based Demat Account Statement (“IDeAS”) facility Users:

  • a) Visit the e-services website of NSDL https://eservices.nsdl.com.

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  • b) On the e-services home page click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.

  • c) A new page will open. Enter the existing user id and password for accessing IDeAS.

  • d) After successful authentication, Shareholders will be able to see e-voting services under ‘Value Added Services’.

  • e) Please click on “Access to e-voting” under e-voting services, after which the e- voting page will be displayed.

  • f) Click on company name, i.e., ‘Strides Pharma Science Limited’, or e-voting service provider, i.e., KFintech.

  • g) Shareholders will be re-directed to KFintech’s website for casting their vote during the remote e-voting period.

II. Instructions for those Shareholders who are not registered under IDeAS:

  • a) Visit https://eservices.nsdl.com for registering.

  • b) Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • c) Visit the e-voting website of NSDL https://www.evoting.nsdl.com/.

  • d) 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.

  • e) Shareholders will have to enter their User ID (i.e., the sixteen digits demat account number held with NSDL), password / OTP and a Verification Code as shown on the screen.

  • f) After successful authentication, Shareholders will be redirected to NSDL Depository site wherein they can see e-voting page.

  • g) Click on company name, i.e., Strides Pharma Science Limited or e-voting service provider name, i.e., KFintech, after which the member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period.

III. Users may alternatively vote by directly accessing the e-Voting website of NSDL

  • a) Open https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  • b) Click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

  • c) 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.

  • d) Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page.

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  • e) Click on company name, i.e., ‘ Strides Pharma Science Limited ’ or e-voting service provider name, i.e., KFintech, after which the member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period.

NSDL Mobile App

Shareholders can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code for seamless voting experience.

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CDSL Individual Shareholders holding securities in demat mode with CDSL

  • a) Users who have opted for CDSL Easi/ Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication.

  • b) The users to login to Easi/ Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab.

  • c) 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.

  • d) 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 or joining virtual meeting & voting during the meeting, as applicable.

  • e) 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.

  • f) 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 registration option.

  • g) 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.

  • h) The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account.

  • i) After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

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

  • a) Shareholders can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility.

  • b) Once logged-in, Shareholders will be able to view e-voting option.

  • c) Upon clicking on e-voting option, Shareholders will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature.

  • d) Click on options available against ‘ Strides Pharma Science Limited’ or KFintech.

  • e) 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 respective websites.

Helpdesk for individual Shareholders holding securities in demat mode for any technical issues related to login through NSDL/ CDSL:

Login type Helpdesk details
Securities held with
NSDL
Please contact NSDL helpdesk by sending a request at
[email protected] or
Contact at no.: 022-48867000
Securities held with
CDSL
Shareholders facing any technical issue in login can contact
CDSL helpdesk by sending a request at
[email protected]or
Contact at Toll free no.: 1800 22 55 33

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) Instructions for Shareholders whose email IDs are registered with the Company/ Depository Participant(s)

Shareholders whose email IDs are registered with the Company / Depository Participant(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:

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

  • b) Enter the login credentials (i.e., User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. Page 19 of 21

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  • c) In case of Demat account, User ID will be your DP ID and Client ID.

  • d) However, if a member is registered with KFintech for e-voting, they can use their existing User ID and password for casting the vote.

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

  • f) Shareholders will now reach password change Menu wherein they are required to mandatorily change the password.

  • g) 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.,).

  • h) The system will prompt the member to change their password and update their contact details viz. mobile number, email ID etc.

  • i) On first login, Shareholders may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that Shareholders do not share their password with any other person and that they take utmost care to keep their password confidential.

  • j) Shareholders would need to login again with the new credentials.

  • k) On successful login, the system will prompt the member to select the “EVEN”, viz., ‘ Strides Pharma Science Limited – Postal Ballot’ , and click on “Submit”.

  • l) 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, a member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed the total shareholding as mentioned herein above.

  • m) A member may also choose the option ABSTAIN.

  • n) If a member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

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

  • p) Shareholders may then cast their vote by selecting an appropriate option and click on “Submit”.

  • q) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify.

  • r) Once Shareholders have voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, Shareholders can login any number of times till they have voted on the Resolution.

  • s) Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are required to send scanned copy (pdf format) of the relevant board

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resolution to the Scrutinizer through e-mail to [email protected] with a copy to [email protected].

  • t) The file scanned image/ pdf file of the board resolution should be in the naming format “Corporate Name”.

(B) Instructions for Shareholders whose email IDs are not registered with the Company / Depository Participant(s), and consequently the Postal Ballot Notice and e-voting instructions cannot be serviced:

Shareholders are requested to follow the process as guided to capture the email address and mobile number for receiving the soft copy of the Postal Ballot Notice and e-voting instructions along with the User ID and Password. In case of any queries, Shareholders may write to [email protected].

(C) Method for obtaining user id and password for Shareholders who have forgotten the User ID and password.

Shareholders who have forgotten the user id and password, may obtain/ retrieve the same in the manner mentioned below:

If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWDE-voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399

Example for NSDL: MYEPWDIN12345612345678 Example for CDSL: MYEPWD1402345612345678

Example for Physical: MYEPWD XXXX1234567890

If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfintech.com, the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to generate a password.

Shareholders may send an email request to [email protected].

If the member is already registered with the KFintech e-voting platform then such member can use his/ her existing User ID and password for casting the vote through remote e-voting.

Shareholders may call KFintech toll free number 1-800-309-4001 for any clarifications/ assistance that may be required.

  • D. 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 https://evoting.kfintech.com/public/Faq.aspx

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