SUDARSHAN PHARMA INDUSTRIES LIMITED — Proxy Solicitation & Information Statement 2026

May 25, 2026

SUDARSHAN PHARMA INDUSTRIES LTD

Head Office : 301, Aura Biplex, Premium Retail Premises, 7, S.V. Road, Borivali (West), Mumbai - 400092.

E-mail : compliance@sudarshanpharma.com • Website : www.sudarshanpharma.com

Board Line : +91-22-42221111 / 43331111 / 42221116 (100 line) • CIN : L51496MH2008PLC184997

SPIL/CS/SE/2026-2027/22

Date: 25th May 2026

To,

The Listing Department

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai – 400 001

BSE Scrip Code: 543828

BSE Trading Symbol: SUDARSHAN

ISIN: INE00TV01023

Sub: Notice of Postal Ballot of Sudarshan Pharma Industries Limited ('the Company')

Dear Sir / Madam,

Please find enclosed the Notice of Postal Ballot ('Notice') together with the Explanatory Statement being sent to the members of the Company.

In compliance with the provisions of the relevant Circulars issued by the Ministry of Corporate Affairs from time to time, this Notice is being sent only through electronic mode to all the members whose e-mail addresses are registered with the Company / Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, 22nd May 2026 ('Cut-off date').

The members whose e-mail address is not registered with the Company / Depositories, to receive the Notice, may register their e-mail address with Kfin Technologies Limited, Registrar and Share Transfer Agent of the Company in the manner as provided in the enclosed Postal Ballot Notice.

The Company has engaged the services of National Securities Depository Limited ('NSDL') to provide remote e-voting facility to its members. The remote e-voting period commences on Monday, 15th December 2025 at 9.00 a.m. IST and ends on Tuesday, 13th January 2026 at 5.00 p.m. (IST). The remote e-voting module shall be disabled by NSDL thereafter.

The results of the Postal Ballot will be announced on Thursday, 25th June 2026.

The Notice is also being made available on the website of the Company at www.sudarshanpharma.com and on the website of NSDL at www.evoting.nsdl.com.

This is for your information and record.

Thanking you,

Yours truly,

For, Sudarshan Pharma Industries Limited

Nirav Shah

Company Secretary & Compliance Officer

Encl: As above

Regd. Off. : 301, Aura Biplex, Above Kalyan Jewellers, S.V. Road, Borivali (West), Mumbai - 400092.

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SUDARSHAN PHARMA INDUSTRIES LTD

Head Office : 301, Aura Biplex, Premium Retail Premises, 7, S.V. Road, Borivali (West), Mumbai - 400092.

E-mail : compliance@sudarshanpharma.com • Website : www.sudarshanpharma.com

Board Line : +91-22-42221111 / 43331111 / 42221116 (100 line) • CIN : L51496MH2008PLC184997

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended]

VOTING STARTS ON	VOTING ENDS ON
Tuesday, May 26, 2026
at 9.00 am (IST)	Wednesday, June 24, 2026
at 5.00 pm (IST)

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, ('Act') (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, ('Rules'), Regulation 44 of the Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), Securities And Exchange Board of India (Issue of capital and disclosure requirements) Regulations, 2018 ('SEBI ICDR Regulations'), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ('SS-2'), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs ('MCA') for holding general meetings / conducting postal ballot process through e-Voting, vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 read with other relevant circulars issued in this regard, the latest being General Circular no. 03/2025 dated September 22, 2025 (collectively the 'MCA Circulars'), to transact the special business as set out hereunder by passing Special Resolution(s) by way of postal ballot only by voting through electronic means ('remote e-Voting').

Pursuant to Section 102 and other applicable provisions of the Act, the statement pertaining to the said Resolution setting out the material facts and reasons / rationale thereof is annexed to this Postal Ballot Notice ('Notice') for your consideration and forms part of this Notice.

In compliance with the aforesaid MCA Circulars, this Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with Sudarshan Pharma Industries Limited ('the Company') / Kfin Technologies Limited, Registrar and Transfer Agent ('RTA') / Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members. The communication of the assent or dissent of the Members would only take place through the remote e-Voting system. The detailed procedure for remote e-Voting forms part of the 'Notes' section to this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-Voting facility to its Members to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited ('NSDL') for the purpose of providing remote e-Voting facility to its Members. The instructions for remote e-Voting are appended to this Notice. The

Regd. Off. : 301, Aura Biplex, Above Kalyan Jewellers, S.V. Road, Borivali (West), Mumbai - 400092.

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SP

Board Line: +91-22-42221111 / 43331111 / 42221116 (100 line) • CIN: L51496MH2008PLC184997

Notice is also available on the website of the Company at www.sudarshanpharma.com, BSE Limited at www.bseindia.com, on which the equity shares of the Company are listed and on the website of NSDL at www.evoting.nsdl.com.

Members desirous of exercising their vote through the remote e-Voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the 'Notes' section of this Notice for casting of votes by remote e-Voting not later than Wednesday, June 24, 2026 at 5:00 p.m. (IST). The remote e-Voting facility will be disabled by NSDL immediately thereafter.

The Board of Directors of the Company have appointed Mr. Vishal Manseta (Membership No.: 25183, COP No.: 8981), Company Secretary in Practice as the Scrutinizer for conducting the Postal Ballot remote e-voting process through electronic means in a fair and transparent manner.

Voting rights of Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on Friday, May 22, 2026 ("Cut-off date"). A person, whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date shall only be entitled to cast their vote through remote e-voting. A person who is not a member as on Cut-off date will not be entitled to vote and should treat this Notice for information purposes only.

After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Chairman of the Company of the Company or any other person authorised by the Chairman. The result of the Postal Ballot would be announced by Chairman or Executive Director or any person as may be authorized by him on Thursday, June 25, 2026 and the same shall be communicated to the Stock Exchange, where shares of the Company are listed i.e. www.bseindia.com and displayed along with the Scrutinizer's Report on the Company's Website i.e. www.sudarshanpharma.com and on the website of the National Securities Depository Limited at https://www.evoting.nsdl.com.

SPECIAL BUSINESS

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

Note: In accordance with Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, the below mentioned Resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

Migration of Equity Shares of Listing/ Trading of the Equity Shares of the Company from SME Platform of BSE Limited to Main Board of BSE Limited

Regd. Off.: 301, Aura Biplex, Above Kalyan Jewellers, S.V. Road, Borivali (West), Mumbai - 400092.

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"Resolved that, pursuant to provisions laid down in Chapter IX & Regulation 277 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and other applicable provisions, if any, of the Companies Act 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the rules framed thereunder, including any amendment, modification, variation or re-enactment thereof, the Listing Agreement entered into by the Company with BSE Limited (BSE) applicable to small and medium enterprise and subject to the applicable Laws and by-laws and rules and regulations of BSE and subject to the approval of any statutory authorities, if any, the consent of the members of the Company be and is hereby accorded for Migration of Equity Shares of the Company having a face value of Re.1/- per Equity Share (which are currently listed on SME Platform of BSE Limited) to the main Board of BSE and upon Migration the said Equity Shares shall get listed and traded on the Main Board of BSE, from the date of Migration / getting listed and admitted to deal on Main Board of BSE.

Resolved further that, any Director and / or Chief Financial Officer and / or the Company Secretary of the Company, be and are hereby, severally and jointly, authorized to deal with any Government or semi-government authorities or any other concerned intermediaries including but not limited to BSE, Securities and Exchange Board of India (SEBI), Registrar of Companies (ROC), to apply, modify, rectify and submit any application and / or related documents on behalf of the Company and to fulfil all such legal formalities in the connection and to form any committee if it thinks and deem fit, delegate all or any of the power herein conferred to any of such Committee of the Directors or to any Director / officer of the Company and to appoint any such attorney / person to represent before the concerned authority and to delegate such power to such person / representative, to give effect to this resolution."

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

Note: In accordance with Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018, the below mentioned Resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

To make an application of listing / trading of the Company on Main Board of National Stock Exchange of India Limited

"Resolved that, pursuant to the provisions laid down in Chapter IX & Regulation 277 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, including any amendment, modification, variation or re-enactment thereof, guidelines or requirements given by the BSE Limited, as applicable to small and medium enterprise and subject to the applicable Laws and guidelines or requirements given by the National Stock Exchange of India Limited (NSE) and subject to the

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approval of any statutory authorities, if any, the consent of the members be and is hereby accorded for making an application for listing of the Company on Main Board of NSE which is already listed on SME Platform of BSE Limited and are in process of Migration of Equity Shares of the Company having face value ₹1/- per Equity Shares to the Main Board of BSE Limited and follow such procedures specified under SEBI ICDR Regulations, as amended from time to time.

Resolved further that, any Director and / or Chief Financial Officer and / or the Company Secretary of the Company, be and are hereby jointly / severally authorized to deal with any Government or semi government authorities or any other concerned intermediaries including but not limited to BSE Limited, NSE, Securities and Exchange Board of India, Registrar of Companies, to apply, modify, rectify and submit any application and / or related documents on behalf of the Company and to fulfil all such legal formalities in the connection and to form any committee if it thinks and deem fit, delegate all or any of the power herein conferred to any of such Committee of the Directors or to any Director / officer of the Company and to appoint any such attorney / person to represent before the concerned authority and to delegate such power to such person / representative, to give effect to this resolution".

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

Appointment of Mr. Sanat Bhat (DIN: 08059016), as an Independent Director for a period of 5 years

"Resolved that, Mr. Sanat Bhat (DIN: 08059016), who was appointed as an Additional Director (Non-Executive Independent) of the Company with effect from May 1, 2026 by the Board of Directors based on recommendation of the Nomination & Remuneration Committee in terms of Section 161(1) of the Companies Act, 2013 ('the Act') [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and Article 137 of the Articles of Association of the Company and who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company.

Resolved further that, pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulations 17, 25 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), as amended from time to time, the appointment of Mr. Sanat Bhat, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act read with the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who is eligible for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years, i.e., from May 1, 2026 upto April 30, 2031 (both days inclusive) be and is hereby approved.

Regd. Off.: 301, Aura Biplex, Above Kalyan Jewellers, S.V. Road, Borivali (West), Mumbai - 400092.

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SUDARSHAN PHARMA INDUSTRIES LTD
Head Office : 301, Aura Biplex, Premium Retail Premises, 7, S.V. Road, Borivali (West), Mumbai - 400092.
E-mail : compliance@sudarshanpharma.com • Website : www.sudarshanpharma.com
Board Line : +91-22-42221111 / 43331111 / 42221116 (100 line) • CIN : L51496MH2008PLC184997

Resolved further that, the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.

1. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

Appointment of Dr. Vinay Pandey (DIN: 10084203), as an Non-Executive Non-Independent Director

"Resolved that, pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or reenactment(s) thereof for the time being in force], Dr. Vinay Pandey (DIN: 10084203), who was appointed by the Board of Directors as an Additional Director (Non-Executive Non-Independent), with effect from May 1, 2026 under Section 161 of the Act and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Act, proposing his candidature for the office of Director of the Company, being so eligible, be appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation."

By Order of the Board of Directors
For Sudarshan Pharma Industries Limited

Place: Mumbai
Date: May 21, 2026

Registered Office:
301, Aura Biplex, Plot no. 7, Above Kalyan Jewellers,
S. V. Road, Borivali (West), Mumbai 400092

SUDARSHAN PHARMA INDUSTRIES LTD
Head Office : 301, Aura Biplex, Premium Retail Premises, 7, S.V. Road, Borivali (West), Mumbai - 400092.
E-mail : compliance@sudarshanpharma.com • Website : www.sudarshanpharma.com
Board Line : +91-22-42221111 / 43331111 / 42221116 (100 line) • CIN : L51496MH2008PLC184997

Notes:

1. An Explanatory Statement pursuant to the provisions of Section 102 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, setting out the material facts and reasons for the resolutions in respect of the businesses set out above is annexed hereto. A copy of the Postal Ballot Notice is also available on the Company's website https://www.sudarshanpharma.com and the website of Stock Exchange on which the equity shares of the Company are listed i.e. BSE Limited ('BSE') at www.bseindia.com and also on the website of National Securities Depository Limited at www.ne.ep.pt.

2. In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the members to exercise their votes electronically and vote on all the resolutions through the e-Voting service facility arranged by National Securities Depository Limited. Please refer to the instructions for e-voting given along with this Notice for the process and manner in which e-Voting can be carried out.

3. The portal for e-voting will remain open for the Members for exercising their voting from Tuesday, May 26, 2026 at 9:00 A.M. India Standard Time ('IST') till Wednesday, June 24, 2026 (IST) both days inclusive. The e-voting needs to be exercised by 5:00 P.M. (IST) on Wednesday, June 24, 2026. Please note that e-voting module will be disabled for voting by National Securities Depository Limited after the said date and time. During this period, the Members of the Company holding shares either in physical form or dematerialised form, as on, Friday, May 22, 2026 ('Cut-Off Date'), may cast their vote electronically. Once vote on a resolution is cast by the member, he / she / it shall not be allowed to change it subsequently or cast the vote again.

4. In terms of MCA Circulars, this Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants and whose names appear in the register of members / list of beneficial owners as on the Cut-off date i.e., Friday, May 22, 2026. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot.

5. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and the MCA Circulars, has permitted companies to conduct the Postal Ballot by sending the Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-Voting only.

6. In accordance with the provisions of the Act, read with the Rules made thereunder and MCA Circulars, the Postal Ballot notice is being sent only by e-mail to those Members whose e-mail id's are registered with the Company / Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, May 22, 2026.

7. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining

to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one Marathi daily newspaper circulating in Marathi (in vernacular language, i.e. Marathi).

1. The Company hereby requests all its members to register their e-mail IDs if not yet registered, to promote green initiative and to enable the Company to provide all communications to the members through e-mail.

2. Members are requested to send their assent or dissent through electronic means within a period of thirty days from the date of commencement of e-voting.

3. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of Members as on Friday, May 22, 2026. Provided that once the vote on a resolution is cast by the member, he / she / it shall not be allowed to change it subsequently or cast the vote again.

4. The Board of Directors of the Company have appointed Mr. Vishal Manseta (Membership no. 25183, COP no. 8981), Company Secretary in Practice as the Scrutinizer for conducting the Postal Ballot remote e-voting process through electronic means in a fair and transparent manner.

5. After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Chairman of the Company of the Company or any other person authorised by the Chairman. The result of the Postal Ballot would be announced by Chairman on Monday, June 29, 2026 and the same shall be communicated to the BSE Limited, where shares of the Company are listed i.e. www.bseindia.com and displayed along with the Scrutinizer's Report on the Company's Website i.e. www.sudarshanpharma.com and on the website of the National Securities Depository Limited at https://www.evoting.nsdl.com.

6. The resolutions, where assented to by the requisite majority of the shareholders by means of postal ballot will be deemed to have been duly passed on Saturday, June 27, 2026 i.e. the last date of e-Voting. Further, resolution passed by the members through postal ballot is deemed to have been passed as if it is passed at a general meeting of the members.

7. All documents proposed for approval, if any, in the above Notice and documents specifically stated to be open for inspection in the Explanatory Statement will be posted on the website of the Company www.sudarshanpharma.com to facilitate online inspection of relevant documents until the date of announcement of the results of this Postal Ballot.

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

VOTING THROUGH ELECTRONIC MEANS

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

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

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

Step 1: Access to NSDL e-Voting system

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

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

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

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://www.sudarshanpharma.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option to register is available at https://www.sudarshanpharma.com. Select “Register Online for IDeAS Portal” or click at https://www.sudarshanpharma.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password / OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

| | 4. Shareholders / Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

App Store Google Play |
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| Individual Shareholders holding securities in demat mode with CDSL | 1. 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. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

2. 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.

3. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers. |
   | Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |

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

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

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at www.sudarshanpharma.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evotings@cnslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: either on a Personal Computer or on a mobile.

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

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

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

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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

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

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

password', you need to enter the 'initial password' and the system will force you to change your password.

c) How to retrieve your 'initial password'?

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

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

1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details / Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on
c) If you are still unable to get the password by aforesaid two options, you can send a request at ___ mentioning your demat account number / folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
2. Now, you will have to click on "Login" button.
3. After you click on the "Login" button, Home page of e-Voting will open.

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

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

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
2. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
5. Upon confirmation, the message "Vote cast successfully" will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

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

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a request at evoting@nsdl.com

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to evoting@nsdl.com

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to vishal_manseta@rediffmail.com If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder / members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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

STATEMENT PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013 ('ACT')

The following statement sets out all material facts relating to the special business mentioned in the accompanying Notice.

Item Nos. 1 and 2:

The Company's 24,06,58,870 (Twenty Four Crore Six Lakh Fifty-Eight Thousand Eight Hundred and Seventy) equity shares of ₹1/- are listed and traded on SME platform of BSE Limited (BSE). The Company made an IPO in the year 2023 and raised an amount of ₹5,009.55 Lakhs by issue of equity shares of ₹10/- each at a premium of ₹63/- per share, which have been deployed and fully utilized for the objects of the Issue.

The Company is well poised to migrate on the Main Board of BSE as well as the Main Board of National Stock Exchange of India Limited (NSE) as the Company has been listed and traded on the SME Platform of BSE (listed on March 22, 2023) for more than three years with present listed paid-up capital of more than ₹10 Crores and hence eligible to migrate to the Main Board of BSE in addition to the Main Board of NSE as per the guidelines specified by SEBI under Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations) and as per the criteria laid down by BSE for migration and NSE for listing and trading. The Migration Policy from SME Platform to the Main Board requires approval of members by way of Special Resolution. The Shareholders' approval for the said purpose is sought through this resolution as required under SEBI ICDR Regulations. Here special resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favor of the proposal amount to at least two times the number of votes cast by shareholders other than promoters against the proposal.

In view of increasing business activities and for strong brand building, the Board of Directors has, by way of board resolution passed pursuant to Section 173 of the Companies Act, 2013, on Thursday, May 21, 2026, approved the proposal to migrate from SME Platform of BSE to BSE Main Board simultaneously with making an application for migration to and listing on the Main Board of the NSE.

Listing on the Main Board of the NSE and BSE will take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. Migration to the Main Board will act as a catalyst for the growth and expansion of the Company and will also help the shareholders of the Company to enjoy enhanced returns from their investments.

The members are, therefore, requested to accord their approval for Migration of Company's 24,06,58,870 (Twenty Four Crore Six Lakh Fifty-Eight Thousand Eight Hundred and Seventy) Equity Shares of ₹1/- from SME Platform of BSE Limited to Main Board of BSE in addition to Main Board of NSE as set out in the resolutions.

The Company would approach NSE and BSE with the necessary application for Migration upon receipt of approval of the public shareholders. It is in the interest of all the shareholders, including public shareholders, to approve the proposal for Migration of the present listed Equity Shares of the Company on the Main Board of NSE and BSE and hence management recommends the passing of said resolution and seeks your approval.

No Director, key managerial personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the said Resolutions.

The Board accordingly recommends the special resolutions as set out in item nos. 1 & 2 of the Postal Ballot Notice for approval of the members.

The Company is presently classified under the Enhanced Surveillance Measure (ESM) framework, and accordingly, it shall proceed with filing the application for in-principle approval for migration upon its exit from the said surveillance framework.

Item No. 3:

Based on recommendation of the Nomination & Remuneration Committee ('NRC'), the Board appointed Mr. Sanat Bhat (DIN: 08059016) as an Additional Director of the Company in the category of an Independent Director, not liable to retire by rotation, for a term of five years, i.e., from May 1, 2026 upto April 30, 2031 (both days inclusive), subject to approval by the Members.

The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member, proposing his candidature for the office of Director. The profile and specific areas of expertise of Mr. Sanat Bhat are provided as Annexure to this Notice.

Profile:

Mr. Sanat Bhat is an accomplished finance professional and entrepreneur with over 13 years of experience spanning Transaction Advisory, Investment Banking, and Corporate Governance. A Chartered Accountant (CA) holding an Additional Diploma in International Taxation (ADIT), he has a proven track record in founding sovereign-backed ventures in Southeast Asia, building IBM's M&A practice in the region, and advising on real estate and infrastructure transactions under the mentorship of veteran transaction advisor Mr. Bobby Parikh.

Mr. Bhat's expertise lies at the intersection of strategic financial planning and technological innovation — with particular strength in solving for special situations of companies seeking restructuring, capital optimization, or cross-border expansion. This combination of transactional depth and digital fluency makes him a valuable asset to boards seeking digital transformation oversight, robust risk management, and independent financial stewardship.

Education:

Chartered Accountant (CA), Institute of Chartered Accountants of India
Additional Diploma in International Taxation (ADIT), Chartered Institute of Taxation, UK

Work Experience:

| Jul 2014 – Aug 2015 | Consultant to Ernst & Young
• Provided transaction advisory services to healthcare-sector clients on buy-side and sell-side mandates.
• Supported financial diligence, valuation analysis, and deal documentation across multiple engagements. |
| --- | --- |
| Sep 2015 – Dec 2017 | Senior Consultant to BMR Advisors
• Worked under the mentorship of veteran transaction advisor Mr. Bobby Parikh, with primary focus on real estate sector transaction advisory and infrastructure sector M&A.
• Advised leading private equity funds — including Blackstone and |

Board-Line : +91-22-42221111 / 43331111 / 42221116 (100 line) • CIN : L51496MH2008PLC184997

| | TrueNorth — on transaction structuring, financial diligence, and tax-efficient deal architecture for buy-side mandates.
• Handled engagements for Asset Reconstruction clients, supporting structuring and advisory work on stressed asset portfolios and resolution strategies.
• Delivered end-to-end transaction support for complex domestic and cross-border deals, spanning valuation, diligence, and post-deal integration considerations. |
| --- | --- |
| Dec 2017 – Dec 2019 | Co-Founder of BlockBasket LLP
• Founded and scaled a B2B pharmaceutical marketplace serving distributors and manufacturers across India.
• Drove the venture from concept through go-to-market and revenue scaling, culminating in a successful strategic acquisition by a large pharmaceutical company.
• Owned fundraising, product strategy, and commercial relationships through to exit. |
| Jan 2020 – Feb 2022 | Lead Consultant to IBM
• Built and led IBM's M&A practice for Southeast Asia, focused on identifying, evaluating, and acquiring blockchain-technology companies.
• Managed end-to-end deal processes — target screening, valuation, financial and commercial diligence, deal structuring, and post-close integration planning.
• Partnered with senior leadership to align acquisitions with IBM's regional strategy and emerging-tech roadmap. |
| Feb 2022 – Aug 2023 | Co-Founder of AI and Robotics Ventures
• Co-led a sovereign-backed venture supported by the Thailand Ministry of Finance, focused on deploying AI and robotics solutions in healthcare.
• Drove strategy, fundraising, and government relations; built partnerships with hospital networks and technology providers.
• Established governance frameworks suited to a public-private mandate, balancing commercial outcomes with public-interest accountability. |
| Sep 2023 – Aug 2025 | Co-Founder of ibind Systems Private Limited
• Co-founded a cross-border venture serving banking sector clients with technology-enabled due diligence and fintech solutions.
• Built and scaled operations across Singapore and Bangalore, delivering compliance-grade workflows for institutional banking clients.
• Owned commercial strategy, partnerships, and product positioning across two regulatory jurisdictions. |
| Aug 2025 – Present | Partner of TrustOne Advisors LLP
• Lead partner advising clients on special situations and restructuring mandates, with sector focus on infrastructure and healthcare.
• Spearheading the integration of AI tools and analytics into investment banking workflows to improve speed, accuracy, and depth of |

Head Office : 301, Aura Biplex, Premium Retail Premises, 7. S.V. Road, Borivali (West), Mumbai - 400092.

| | diligence.
• Counselling boards and management teams on capital allocation, transaction structuring, and regulatory navigation. |
| --- | --- |

Key Areas of Expertise:

Special Situations

Stressed and distressed assets, asset reconstruction, NPL portfolios, distressed M&A, and corporate restructuring — including engagements with ARCs and PE funds.

Mergers & Acquisitions

End-to-end buy-side and sell-side advisory across domestic and cross-border deals — covering screening, valuation, due diligence, structuring, and integration.

Infrastructure

Transaction advisory in the infrastructure sector — structuring complex deals, navigating regulatory regimes, and advising sponsors and PE funds on infrastructure M&A.

Healthcare

Healthcare M&A and advisory in India, sovereign-backed AI and robotics ventures in Thailand, and current healthcare-sector special situations focus at TrustOne.

Directorships:

Mr. Bhat is the co-founder and Director of ibind Systems Private Limited. He is also a Designated Partner of Sananta Partners LLP and Blockbasket Advisors LLP.

Committee Positions:

Mr. Bhat is not a member of any committee of the Company.

Resignation as a Director from listed entities in the past three years:

Mr. Bhat has not resigned as a Director from any listed entity in the past three years.

Mr. Bhat has given his declaration to the Board, inter alia, that (i) he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') (ii) is not restrained from acting as a Director by virtue of any order passed by SEBI or any such authority (iii) is eligible to be appointed as a Director in terms of Section 164 of the Act and (iv) he is not aware of any circumstance which exists or may be reasonably anticipated, that could impair or impact his ability to discharge his duties, with an objective independent judgement and without any external influence. He has also given his consent to act as a Director. In the opinion of the Board, Mr. Bhat is a person of integrity, possesses relevant expertise / experience and fulfils the conditions specified in the Act and the SEBI Listing Regulations for appointment as an Independent Director and he is independent of the Management.

Given his knowledge and experience, the Board considers it desirable and in the interest of the Company to have Mr. Bhat on the Board of the Company and accordingly the Board recommends the appointment of Mr. Bhat as an Independent Director as proposed in the Special Resolution set out at item no. 3 of the accompanying Notice for approval by the Members.

Electronic copy of the terms and conditions of appointment of the Independent Directors is available for inspection of the members on the website of the Company at ____. Please refer to Note 14 given in the Notice on inspection of documents.

Except for Mr. Bhat and / or his relatives, no other Director, key managerial personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the said Resolution.

This Postal Ballot Notice is being issued to seek shareholders’ approval to the appointment of certain directors, who have been inducted to the Board, in compliance with the requirements of the Act and Rules framed thereunder as well as the applicable provisions of the SEBI Listing Regulations.

Item No. 4:

Based on recommendation of the Nomination & Remuneration Committee ('NRC'), the Board appointed Dr. Vinay Pandey (DIN: 10084203) as an Additional Director of the Company in the category of a Non-Executive Director, liable to retire by rotation, w.e.f. from May 1, 2026, subject to approval by the Members.

The Company has, in terms of Section 160(1) of the Act, received in writing a notice from a Member, proposing his candidature for the office of Director. The profile and specific areas of expertise of Dr. Vinay Pandey are provided as Annexure to this Notice.

Profile:

Dr. Pandey is presently the Designated Partner of GEOSP Engineers & Consultant LLP. With over 24 years of experience shaping the geotechnical landscape, he has been involved in executing some of the country’s most complex and high-stakes projects, including metro rail systems, high-speed rail networks and hydropower initiatives like Mumbai Metro Line 3 and the National High-Speed Rail (Bullet Train).

As an Independent Geotechnical consultant for India’s first bullet train station at Bandra Kurla Complex, Dr. Pandey has demonstrated exceptional problem solving skills in tackling subsurface challenges, groundwater ingress and large-scale excavation.

Education:

2000	M. Sc. (Geology), University of Lucknow, Lucknow, India
2009	M. Sc. (Disaster Mitigation), Sikkim Manipal University, New Delhi
2012	Ph. D. (Geology), University of Lucknow, Lucknow, India
2018	Master Program in Civil Engineering (MPCE)- Geotechnical Engineering & Soil Dynamics from International Institute of Management and Technical Studies (IIMTS), India
2021	Doctor of Science (D. Sc.-Earth Science), California Public University, USA
2024-25	Advance Corporate Directors Program from Director Institute (World Development Corporation), Pune

Work Experience:

2001-02	As a Geologist at Hi-Point Consultant
2003-05	Research Scholar at University of Lucknow
Guest Lecturer at BSNV PG College
2006-07	Ground Engineering Limited, New Delhi
2007-09	Resident Geologist at Jal Power Corporation Limited
2009-17	Manager at Gammon Group
2017-18	Construction Manager at L&T STEC JV
2018-24	DGM Head at Geosystems Infrastructure

2024-Present	Founder and Designated Partner of GEOSP Engineers and Consultant LLP

Key Areas of Expertise:

Dr. Pandey's involvement in governance-related functions such as design reviews, budgeting and inter-departmental coordination underscores his capability to contribute meaningfully to board-level decisions. His proficiency in project planning, risk mitigation and regulatory compliance makes him a strong candidate for board membership, particularly in infrastructure, engineering and ESG-driven Corporate Governance.

Academic and Institutional Engagements:

Dr. Pandey is deeply invested in mentoring the next generation of professionals. His contributions to academia, with more than 35 research publications, four books and editorial roles in leading journals, underscore his commitment to advancing science, Earth science and Natural hazard and climate change.

Dr. Pandey is an active member of esteemed professional bodies like Indian Geotechnical Society (IGS), the International Society for Rock Mechanics & Tunnelling Technology (ISRMTT) and Indian Society of Engineering Geology (ISEG) where he plays a pivotal role in shaping industry standards and BIS (Bureau of Indian Standard, GOI) has selected him as Resource Person for Drafting the IS Codes and as trainer for Central & State government staffs.

Achievements:

Recognised for excellence in engineering and research, Dr. Pandey has received four prestigious awards, including the Best Researcher Award 2021 and the Indian Education Award 2019.

Directorships:

Dr. Pandey is the Founder and Designated Partner of GEOSP Engineers and Consultant LLP.

Committee Positions:

Dr. Pandey is not a member of any committee of the Company.

Resignation as a Director from listed entities in the past three years:

Dr. Pandey has not resigned as a Director from any listed entity in the past three years.

Remuneration:

Dr. Pandey would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committee(s) thereof. In addition, he would be entitled to commission as determined each year by the Board of Directors within the limits approved by the members of the Company for the Non-Executive Directors of the Company.

Other information:

Dr. Pandey does not hold any Equity Shares in the Company.

Given his knowledge and experience, the Board considers it desirable and in the interest of the Company to have Dr. Pandey on the Board of the Company and accordingly the Board recommends the appointment of Dr. Pandey as a Non-Executive Director as proposed in the Ordinary Resolution set out at item no. 4 of the accompanying Postal Ballot Notice for approval by the Members.

Dr. Pandey is not disqualified from being appointed as Director in terms of Section 164 of the

Act and has given his consent to act as a Director. He is not debarred from holding the office of Director pursuant to any order issued by the Securities and Exchange Board of India or any other authority.

The Board is of the view that Dr. Pandey's knowledge and experience will be of immense benefit and value to the Company and pursuant to the recommendation of the Nomination & Remuneration Committee, recommends his appointment to the Members.

Electronic copy of the terms and conditions of appointment of the Non-Executive Director is available for inspection of the members on the website of the Company at ____. Please refer to Note 14 given in the Notice on inspection of documents.

Except for Dr. Pandey and / or his relatives, no other Director, key managerial personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the said Resolution.

This Postal Ballot Notice is being issued to seek shareholders' approval to the appointment of certain directors, who have been inducted to the Board, in compliance with the requirements of the Act and Rules framed thereunder as well as the applicable provisions of the SEBI Listing Regulations.

By Order of the Board of Directors
For Sudarshan Pharma Industries Limited

Sachin Mehta
Joint Managing Director
DIN: 02211121

Place: Mumbai
Date: May 21, 2026

Registered Office:
301, Aura Biplex, Plot no. 7, Above Kalyan Jewellers,
S. V. Road, Borivali (West), Mumbai 400092

Details of Director seeking appointment through Postal Ballot
[Pursuant to Secretarial Standards – 2 on General Meetings]

Particulars	Mr. Sanat Bhat
Director Identification Number (DIN)	08059016
Designation / Category of Director	Independent Director
Date of Birth (Age)	23rd January, 1994 (33 years)
Date of Appointment	May 1, 2026
Qualifications	Mr. Bhat is a: • Chartered Accountant from Institute of Chartered Accountants of India and • Additional Diploma in International Taxation (ADIT) from Chartered Institute of Taxation, UK
Experience	Mr. Bhat is an accomplished finance professional and entrepreneur with over 13 years of experience spanning Transaction Advisory, Investment Banking, and Corporate Governance. Mr. Bhat has a proven track record in founding sovereign-backed ventures in Southeast Asia, building IBM's M&A practice in the region, and advising on real estate and infrastructure transactions under the mentorship of veteran transaction advisor Mr. Bobby Parikh.
Expertise in specific functional areas	• Strategic Capital Oversight — Independent review of capital allocation decisions, investment priorities, and long-term financial sustainability. • Risk Management Frameworks — Embedding risk-adjusted thinking into capital deployment, treasury, and growth-stage funding decisions. • Independent Financial Advisory — Data-driven, conflict-free counsel to management and shareholders on market positioning and value creation. • Cross-Border & Regulatory Navigation — Deep familiarity with international tax, transaction structures, and regulatory regimes across India and Southeast Asia. • Digital & AI Transformation — Guiding boards through technology adoption — particularly AI integration in finance, diligence, and operations.
Shareholding in the Company including shareholding as a beneficial owner	Nil
Relationship with other Directors & Key Managerial Personnel of the Company	None
Directorships held in other companies (excluding foreign companies)	Mr. Bhat is the co-founder and Director of ibind Systems Private Limited. He is also a Designated Partner of Sananta Partners LLP and Blockbasket Advisors LLP.

Membership / Chairmanship of Committees of the Board of Directors in the Company	Nil
Membership / Chairmanship of Committees of other Boards	Nil

Details of Director seeking appointment through Postal Ballot
[Pursuant to Secretarial Standards – 2 on General Meetings]

Particulars	Dr. Vinay Pandey
Director Identification Number (DIN)	10084203
Designation / Category of Director	Non-Executive Director
Date of Birth (Age)	23^{rd} December, 1978 (48 years)
Date of Appointment	May 1, 2026
Qualifications	• M. Sc. (Geology), University of Lucknow, Lucknow, India
• M. Sc. (Disaster Mitigation), Sikkim Manipal University, New Delhi
• Ph. D. (Geology), University of Lucknow, Lucknow, India
• Master Program in Civil Engineering (MPCE)- Geotechnical Engineering & Soil Dynamics from International Institute of Management and Technical Studies (IIMTS), India
• Doctor of Science (D. Sc.-Earth Science), California Public University, USA
• Advance Corporate Directors Program from Director Institute (World Development Corporation), Pune
Experience	Dr. Pandey is presently the Designated Partner of GEOSP Engineers & Consultant LLP. With over 24 years of experience shaping the geotechnical landscape, he has been involved in executing some of the country's most complex and high-stakes projects, including metro rail systems, high-speed rail networks and hydropower initiatives like Mumbai Metro Line 3 and the National High-Speed Rail (Bullet Train).
Expertise in specific functional areas	Dr. Pandey's involvement in governance-related functions such as design reviews, budgeting and inter-departmental coordination underscores his capability to contribute meaningfully to board-level decisions. His proficiency in project planning, risk mitigation and regulatory compliance makes him a strong candidate for board membership, particularly in infrastructure, engineering and ESG-driven Corporate Governance.
Shareholding in the Company including shareholding as a beneficial owner	Nil
Relationship with other Directors & Key Managerial Personnel of the Company	None
Directorships held in other companies (excluding foreign companies)	Dr. Pandey is the Founder and Designated Partner of GEOSP Engineers and Consultant LLP.

Membership / Chairmanship of Committees of the Board of Directors in the Company	Nil
Membership / Chairmanship of Committees of other Boards	Nil