Sun Pharmaceutical Industries Ltd. — Proxy Solicitation & Information Statement 2022

Dec 21, 2022

Sun Pharmaceutical Industries Limited Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon (E), Mumbai – 400 063, Maharashtra, INDIA. Tel. : (91-22) 4324 4324 Fax : (91-22) 4324 4343 Website: www.sunpharma.com CIN: L24230GJ1993PLC019050

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December 21, 2022

National Stock Exchange of India Ltd., BSE Limited, Exchange Plaza, 5th Floor, Market Operations Dept. Plot No. C/1, G Block, P. J. Towers, Bandra Kurla Complex, Dalal Street, Bandra (East), Mumbai – 400 051. Mumbai - 400 001. NSE Code: SUNPHARMA Stock Code: 524715

Dear Sir/ Madam,

Sub: Notice of Postal Ballot

This is to inform you that the Company is conducting a Postal Ballot seeking approval of the shareholders, by way of a Special Resolution, for appointment of Mr. Sanjay Asher (DIN: 00008221) as an Independent Director of the Company for a term commencing from November 1, 2022 till March 31, 2025.

The Notice of the Postal Ballot is being sent to all the Members whose names appear in the Register of Members/List of Beneficial Owners as on the Cut-off date.

The calendar of key events for the Postal Ballot activity is as under:

S. N.	Event	Date
1.	Cut-off date for determination of shareholders eligibleto vote	Tuesday, December 20, 2022
2.	Start of Voting period	Thursday, December 29, 2022 09:00a.m. (IST)
3.	End of Voting period	Friday, January 27, 2023 05:00 p.m. (IST)
4.	Submission of scrutinizer’s Report	On or before Monday, January 30, 2023
5.	Announcement of Postal Ballot results	On or before Monday, January 30, 2023

This intimation is being filed pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a copy of the Postal Ballot Notice is enclosed herewith.

This is for your information and dissemination.

Thank You.

For Sun Pharmaceutical Industries Limited

ANOOP Digitally signed by ANOOP ANJANIKUMAR ANJANIKUMAR DESHPANDE DESHPANDE Date: 2022.12.21 13:07:01 +05'30' (Anoop Deshpande) Company Secretary & Compliance Officer ICSI Membership No.: A23983

Registered Office: SPARC, Tandalja, Vadodara – 390 012, Gujarat, INDIA.

Reaching People. Touching Lives.

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Sun Pharmaceutical Industries Ltd.

Registered Office: SPARC, Tandalja, Vadodara – 390 012, Gujarat, India. Corporate Office: Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon (East), Mumbai – 400 063, Maharashtra, India,

Tel: (91-22) 43244324 | Web: www.sunpharma.com | CIN: L24230GJ1993PLC019050

POSTAL BALLOT NOTICE

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

Dear Shareholders,

NOTICE is hereby given that the resolution as set out below is proposed to be passed by the shareholders of Sun Pharmaceutical Industries Limited (“the Company”) by way of Postal Ballot/ E-voting (“e-voting”), pursuant to the provisions of Section 110 of the Companies Act, 2013 (“Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) and other applicable provisions, if any, of the Act and the Rules and Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and applicable Secretarial Standards.

Item No. 1: Appointment of Mr. Sanjay Asher (DIN: 00008221) 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 and other applicable provisions, if any, of the Companies Act, 2013, Companies (Appointment and Qualifications of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, Mr. Sanjay Asher (DIN: 00008221), who has been appointed as an Additional Independent Director with effect from November 1, 2022, by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee, be and is hereby appointed as an Independent Director of the Company for a term commencing from November 1, 2022 till March 31, 2025, who shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors and/ or Chief Financial Officer and/or Company Secretary & Compliance Officer of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as are necessary to give effect to this resolution.”

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

ITEM NO. 1:

In a dynamic global business environment, diversity of the Board is key to achieve sustainable growth that can generate value for stakeholders. Accordingly, as part of Company’s intent to have adequate mix of individuals having diverse expertise, on the Board of Directors commensurate with the size and operations of the Company, Mr. Sanjay Asher (DIN: 00008221) has been appointed as an Additional Independent Director by the Board of Directors based on the recommendation of Nomination and Remuneration Committee, for a term commencing from November 1, 2022 till March 31, 2025.

Brief profile and other particulars, required as per Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, are provided in Annexure 1 forming part of this Notice.

In the opinion of the Board, Mr. Sanjay Asher fulfils the conditions specified in the Act and the rules made thereunder for appointment as an Independent Director and that he is independent of the management. The Board has formed this opinion based on the following disclosures received from Mr. Sanjay Asher:

• consent to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014;

• intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Act and;

• a declaration that he meets the criteria of independence as provided under Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

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In terms of Section 161(1) of the Act, Mr. Sanjay Asher (DIN: 00008221) has been appointed as an Additional Independent Director. Further, pursuant to Regulation 17(1C) of Listing Regulations, the appointment of a Director on the Board of Directors shall be approved by the shareholders at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, this resolution is being proposed to be passed by way of Postal Ballot.

Accordingly, the approval of shareholders is being sought for appointment of Mr. Sanjay Asher as an Independent Director, for a term commencing from November 1, 2022 till March 31, 2025, and during his tenure, he shall not be liable to retire by rotation.

The Board of Directors recommend the resolution as set out in item no. 1 for approval of the shareholders as Special Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Mr. Sanjay Asher and his relatives, are in any way concerned or interested in the resolution as set out at Item no. 1 of this Notice.

The letter of appointment of Mr. Sanjay Asher setting out the terms and conditions of appointment is being made available for inspection of the shareholders as detailed in the Note 12 of this Notice.

By order of the Board of Directors For Sun Pharmaceutical Industries Limited

(Anoop Deshpande) Company Secretary & Compliance Officer Membership No.: A23983

Place: Mumbai Date : December 16, 2022

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Annexure 1

Disclosure as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on general meetings

Brief resume of the Director	Mr. Sanjay Asher, aged 59 years, is presently a Senior Partner with M/s. Crawford Bayley & Co., which is India’s oldest law frm, established in 1830. Mr. Asher holds a Bachelor’s Degree in Commerce and a Bachelor’s Degree in Law from the University of Bombay. He has been a practicing Advocate since 1991, and was admitted as a Solicitor in the year 1993. He is also a qualifed Chartered Accountant. He specialises in the felds of corporate and commercial law, M&A, cross border M&A, joint ventures, private equity and capital markets. He has authored several national and international publications and also authored a book on Companies Act,2013 which waspublished byCCH,a Wolters Kluwerpublication.
Nature of expertise in specifc functional areas	Legal, Governance, Finance and Accounts, Pharma Industry Knowledge, Risk Management and General Management
The skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Strategic Thinking, Planning, Problem Solving, Decision Making, Leadership, Analytical Mr. Asher with his vast experience of serving as an Independent Director possesses the above-mentioned skills required for his role in the Company.
Date of First appointment on the Board	November 1, 2022
No. of Board meetings attended	1 (Attended all meetings since appointment on Board)
Directorship held in other companies (excluding foreign companies & section 8 companies):	Listed companies 1. Ashok Leyland Limited 2. Deepak Nitrite Limited 3. Indusind Bank Limited 4. Meghmani Finechem Limited 5. Sonata Software Limited 6. Sudarshan Chemical Industries Limited Unlisted companies 7. Arch Protection Chemicals Private Limited 8. Deepak Phenolics Limited 9. Kineco Kaman Composities – India Private Limited 10. Orbit Electricals Private Limited 11. Siporex India Private Limited 12. Vectus Industries Limited 13. Wavin India Pipes and Fittings ManufacturingPvt Ltd
Listed entities from which the person has resigned in the past three years	1) Repro India Limited 2) India Pesticides Limited 3) Tribhovandas Bhimji Zaveri Limited
Membership/ Chairmanships of Audit Committee and Stakeholders’ Relationship Committee of other public Companies:	1) Audit Committee – Chairperson • Ashok Leyland Limited • Vectus Industries Limited 2) Audit Committee – Member • Deepak Nitrite Limited • Sudarshan Chemical Industries Limited • Indusind Bank Limited • Sonata Software Limited • Deepak Phenolics Limited

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	3) Stakeholders’ Relationship Committee – Chairperson • Sudarshan Chemical Industries Limited • Ashok Leyland Limited 4) Stakeholders’ Relationship Committee – Member • Deepak Nitrite Limited
Inter-se Relationship between Directors:	None
No. of Shares held in the Company (by Director himself, including shareholding as a benefcial owner, singly or jointly as frst holder) as on November 30, 2022 :	Nil

NOTES:

• 1) In compliance with Section 108 and other applicable provisions of the Act, read with the applicable Rules, Listing Regulations and other law(s) as applicable, the e-voting facility is being provided to the shareholders, to cast their votes electronically. The Company has availed services of Central Depository Services (India) Limited (CDSL) for this purpose. References to postal ballot(s)in this Postal Ballot Notice include votes received electronically.

• 2) This Notice and Explanatory Statement with requisite enclosure(s), have also been made available on the website of the Company(CDSL) i.e. www.sunpharma.com and on the website of the e-voting agency viz. Central Depository Services (India) Limited at https://evoting.cdslindia.com

• 3) Shareholders whose names appear on the Register of Members/List of Beneficial Owners as on Monday, December 20, 2022 (“Cut-off date”) will be entitled to cast their vote(s).

• 4) The voting rights of Shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date fixed for the purpose.

• 5) The voting period begins on Thursday, December 29, 2022 at 09:00 a.m. and ends on Friday, January 27, 2023 at 05:00 p.m. All dates and times mentioned herein, are as per Indian Standard Time.

• 6) Shareholders opting for e-voting are requested to read the instructions provided in Annexure 2.

• 7) Shareholders opting to exercise their vote by postal ballot are requested to carefully read the instructions given in Annexure 3 and return the same duly completed in the enclosed self addressed Business Reply Envelope. Postage will be borne and paid by the Company. Postal Ballot Form(s), if sent by courier or by registered post/ speed post at the expense of the shareholders will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the self addressed Business Reply Envelope. The duly completed Postal Ballot Form(s) should reach the Scrutinizer not later than Friday, January 27, 2023 (05:00 p.m. IST) to be eligible for being considered. Any Postal Ballot Form(s) received thereafter shall be considered invalid.

• 8) Voting by Postal Ballot, in physical form or e-voting, can be exercised only by the shareholder or his/her duly constituted attorney or, in case of bodies corporate, the duly authorized person.

• 9) Shareholders can opt only one mode for voting i.e. either by Physical Ballot or e-voting. In case the shareholder has exercised the vote in physical as well as electronic mode, the vote by electronic mode only will be considered.

• 10) The Board of Directors of the Company has appointed Mr. Chintan J. Goswami, Partner, M/s. KJB & Co. LLP, Practising Company Secretary, Mumbai as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.

• 11) After completion of the scrutiny of the electronic votes and the postal ballot forms, the Scrutinizer will submit his report to the Chairman/ Company Secretary or any other authorised personnel of the Company. The results of the Postal Ballot will be announced on or before Monday, January 30, 2023. The said results would be displayed at the Registered Office of the Company and on its website at www.sunpharma.com and simultaneously intimated to the CDSL, National Stock Exchange of India Limited and the BSE Limited.

• 12) All the documents referred to in the explanatory statement will be available for inspection at the Registered Office of the Company between 11:00 am IST and 1:00 pm IST on all working days from the date of dispatch of this Notice till January 27, 2023.

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Annexure 2

Instructions for voting through electronic means

• (i) The e-voting period begins on Thursday, December 29, 2022 at 09:00 a.m. and ends on Friday, January 27, 2023 at 05:00 p.m. During this period, shareholders of the Company holding shares either in physical form or in dematerialised form, as on the Cut-off Date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

E-voting has been enabled for all the demat account holders by way of a single login credential through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the e-voting service providers, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iii) In terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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 e-mail id in their demat accounts in order to access e-voting facility.

Pursuant to aforesaid circular, login method for e-voting for individual shareholders holding securities in demat mode CDSL/NSDL is given below:

CDSL/NSDL is given below:
Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1) 2) 3) 4)	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 URL for users to login to Easi/ Easiest are https://web.cdslindia.com/myeasi/home/loginor visitwww.cdslindia.comand click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the e-voting period or joining virtual meeting & voting during the meeting. Additionally, there is also link provided to access the system of e-voting Service Provider i.e. CDSL, so that the user can visit the e-voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN from an e-voting link available onwww.cdslindia.comhome page or click onhttps://evoting.cdslindia.com/Evoting/EvotingLoginThe system will authenticate the user by sending OTP on registered Mobile & E-mail 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 the respective e-votingService Provider, i.e. CDSL.
Individual Shareholders holding securities in demat mode withNSDL	1) 2)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting 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 – Sun Pharmaceutical_Industries Limited_or e-voting service provider name - CDSL and you will be re-directed to e-voting service provider website for casting your vote during the e-voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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Type of shareholders	Login Method	Login Method
	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 Verifcation 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 - Sun Pharmaceutical Industries Limited or e-voting service provider name - CDSL and you will be redirected to CDSL’s website for casting your vote during the e-voting period or joining virtual meeting & voting duringthe meeting.
Individual Shareholders (holding securities in demat mode) login through theirDepository 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. After Successful login, you will be able to see e-voting option. Once you 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 – Sun Pharmaceutical Industries Limited or e-voting service provider name - CDSL, and you will be redirected to CDSL website for casting your vote during the e-voting period or joining virtual meeting & voting during the meeting.

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. CDSL and NSDL

through Depository i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor call at toll free no.: 1800 22 55 33.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30.

• (iv) Login method for e-voting for Physical shareholders and shareholders other than individual holding in Demat form.

• The shareholders should log on to the e-voting website www.evotingindia.com.

• Click on “Shareholders” module.

• Now enter your User ID:

  • a) For CDSL: 16 digit beneficiary ID

  • b) For NSDL: 8 Character DP ID followed by 8 Digit Client ID

  • c) Shareholders holding shares in Physical form should enter Folio Number registered with the Company.

• Next enter the Image Verification as displayed and Click on Login

• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• If you are a first time user follow the steps given below:

If you are a frst time user	follow the steps given below:
	For Physical shareholders and shareholders other than individual holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number/ e-voting code sent byCompany/ RTA or contact Company/RTA.

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	For Physical shareholders and shareholders other than individual holding shares in Demat.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id/ folio number in the Dividend Bank details feld as mentioned in instruction (iv).

• (v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN 221215003 for Sun Pharmaceutical Industries Limited.

• (ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xi) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) Additional Facility for Non – Individual Shareholders and Custodians –For E-voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be e-mailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc., to the Scrutinizer at the email id scrutinizer@sunpharma.com and to the Company at the e-mail address viz; secretarial@sunpharma.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the Scrutinizer to verify the same.

Process for shareholders to register/ update their e-mail addresses/ mobile nos. with the depositories/ RTA:

1. For Physical shareholders – please provide necessary details like 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 e-mail to Company/ RTA.

2. For Demat shareholders - Please update your e-mail id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders – Please update your e-mail id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting through Depository.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

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Annexure 3

Instructions for Voting by Physical Postal Ballot Form

• I. A Shareholder desirous of exercising vote by physical Postal Ballot should complete the Postal Ballot Form in all respects and send it after signature to the Scrutinizer in the attached self-addressed postage pre-paid envelope which shall be properly sealed with adhesive or adhesive tape. However, envelopes containing Postal Ballot Form, if sent by courier at the expense of the Member but using the postage pre-paid envelope will also be accepted. Members are requested to convey their assent or dissent in this postal ballot form only. The assent or dissent received in any other form or manner shall be considered as invalid.

• II. The self-addressed envelope bears the name and address of the Scrutinizer appointed by the Board of Directors of the Company.

• III. The Postal Ballot Form should be signed by the Shareholder as per specimen signature registered with the Registrar / Depository. In case, shares are jointly held, this Form should be completed and signed (as per specimen signature registered/ recorded with the Registrar /Depository) by the first named member and in his/her absence, by the next named member. Holders of Power of Attorney (POA) on behalf of member may vote on the Postal Ballot mentioning the registration No. of the POA or enclosing an attested copy of POA. Unsigned Postal Ballot Form will be rejected.

• IV. Duly completed Postal Ballot Form should reach the Scrutinizer not later than Friday, January 27, 2023 at 05.00 p.m. Postal Ballot Forms received after that date will be strictly treated as if reply from such member has not been received. The Members are requested to send the duly completed Postal Ballot Forms well before the last date, providing sufficient time for postal transit.

• V. In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution/ Authority and preferably with attested specimen signature(s) of the duly authorized signatory(s) giving requisite authority to the person voting on the Postal Ballot Form. Where the form has been signed by a representative of the President of India or of the Governor of a state, a certified copy of the nomination should accompany the Postal Ballot Form.

• VI. The number of shares in respect of which votes are cast should be mentioned in the column, in the absence of which, all the votes shall be deemed to have been cast as per the tick mark placed by the shareholder in the respective column.

• VII. Shareholders are requested not to send any paper (other than the resolution/authority as mentioned under instruction no. 2 above) along with the Postal Ballot Form in the enclosed self-addressed postage pre-paid envelope as all such envelopes will be sent to the Scrutinizer and if any extraneous paper is found in such envelope the same would not be considered and would be destroyed by the Scrutinizer.

• VIII. There will be only one Postal Ballot Form for every folio / client ID irrespective of the number of Joint Member(s). On receipt of the duplicate Postal Ballot Form, the original will be rejected.

• IX. A member may request for a duplicate Postal Ballot Form, if so required and the same duly completed should reach the scrutinizer not later than the last date for voting.

• X. Postal Ballot Forms with following deficiencies will be rejected.

• a. A form other than one issued by the company has been used.

• b. It has not been signed by or on behalf of the Member.

• c. Signature on the postal ballot form doesn’t match the specimen signatures with the Company.

• d. It is not possible to determine without any doubt the assent or dissent of the Member.

• e. Neither assent nor dissent is mentioned.

• f. Any competent authority has given directions in writing to the company to freeze the Voting Rights of the Member.

• g. The envelope containing the postal ballot form is received after the last date prescribed.

• h. The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority.

• i. It is defaced or mutilated in such a way that its identity as a genuine form cannot be established.

• j. Member has made any amendment to the Resolution or imposed any condition while exercising his vote.

• k. Members from whom no Postal Ballot Form is received or received after the aforesaid stipulated period shall not be counted for the purposes of passing of the resolution.

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Sun Pharmaceutical Industries Ltd.

Registered office: SPARC, Tandalja, Vadodara – 390 012, Gujarat, India. Corporate Office: Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon (East), Mumbai – 400 063, Maharashtra, India

Tel: (91-22) 43244324 / 1234 | Web: www.sunpharma.com CIN: L24230GJ1993PLC019050

Last Date for receipt of Postal Ballot Form is Friday, January 27, 2023 .

POSTAL BALLOT FORM

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----- Start of picture text -----

1. Name & Registered Address of :
the Sole/ first named Member Sr. No.:
2. Name(s) of the Joint Holder(s), :
if any
3. Registered Folio No./DP ID & :
Client ID No./
4. No. of Shares held :
----- End of picture text -----

I/ We hereby exercise my/ our vote in respect of the following special resolution to be passed through Postal Ballot for the businesses stated in the Notice of Postal Ballot dated December 16, 2022 of the Company, by sending my/ our assent or dissent to the said special resolution by placing a tick ( √ ) mark at the appropriate box below:

Description	No. of shares held	(For) I/We assent to the Resolution	(Against) I/We dissent to the Resolution
Item no. 1 Appointment of Mr. Sanjay Asher (DIN: 00008221) as an Independent Director of the Company

E Mail ID : Place : Date : _________Signature of the Shareholder/Beneficial Owner

For Electronic Voting Particulars

	For Electronic Voting Particulars
EVSN (Electronic Voting Sequence Number)	User ID (DP ID Client ID/Folio number)	PAN / E-voting Code
221215003

Notes:

1. Shareholders who have not updated PAN with the Company/Depository Participants shall use E-Voting Code in the PAN field.

2. If the voting rights are exercised electronically, there is no need to use this form.

3. Please read the instructions carefully before exercising your vote. For E-voting instructions, kindly refer the Notice of Postal Ballot.