Supriya Lifescience Limited — Proxy Solicitation & Information Statement 2023

Jun 29, 2023

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Date: June 29, 2023

To,

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot no. C/1, G Block, Dalal Street, Bandra-Kurla Complex Mumbai- 400 001 Bandra (E), Mumbai - 400 051 Scrip Code: 543434 NSE Symbol: SUPRIYA

Dear Sir/Madam,

Subject: Intimation of Notice of Postal Ballot of Supriya Lifescience Limited pursuant to regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

We are enclosing herewith a copy of the Notice of Postal Ballot dated June 28, 2023, along with the explanatory statement pursuant to Section 102 of the Companies Act, 2013 (‘Notice’) of Supriya Lifescience Limited (‘the Company’) seeking approval of the Members of the Company on the following resolutions, through postal ballot:-

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Sr. No. Particulars Resolution Type
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Sr. No. Particulars Resolution Type	Sr. No. Particulars Resolution Type	Sr. No. Particulars Resolution Type
1.	Appointment of Mr. Balasaheb Sawant (DIN:07743507) as a Whole Time Director and Key Managerial Personnel of the Company	Ordinary

In accordance with the Companies Act, 2013 and Circulars issued thereunder and other applicable laws, the Postal Ballot Notice indicating, inter alia, the process and manner of remote e-voting, is being sent only through electronic mode to the members whose names appear on the Register of Members / List of Beneficial Owners as on June 23, 2023 (‘cut-off date’) received from the Depositories and whose e-mail address are registered with the Company/ Registrar and Transfer Agent (‘RTA’)/ Depositories.

The Physical copies of the Notice, Postal Ballot Forms or pre-paid business envelope are not being sent to the members for this Postal Ballot, in accordance with the exemptions granted by the MCA Circulars. Members are required to communicate their assent or dissent through the remote e-voting system only.

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 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 Notice is also available on the website of the Company www.supriyalifescience.com

Corporate office : 207/208, Udyog Bhavan, Sonawala Road, Goregaon (East), Mumbai – 400 063. Maharashtra, India. Tel: +91 22 40332727 / 66942507 Fax : +91 22 26860011 GSTIN: 27AALCS8686A1ZX CIN: L51900MH2008PLC180452 E-mail: supriya@supriyalifescience .com Website: www.supriyalifescience.com

Factory : A-5/2, Lote Parshuram Industrial Area, M.I.D.C. Tal.– Khed, Dist. – Ratnagiri, Pin :415 722, Maharashtra, India. Tel: +91 2356 272299 Fax: +91 2356 272178 E-mail: factory@supriyalifescience.com

GOVT. RECOGNISED EXPORT HOUSE

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The remote e-voting period commences on Sunday, July 2, 2023 (09:00 AM IST) and ends on Monday, July 31, 2023 (5:00 PM IST). The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. The results of the Postal Ballot through e-voting will be announced on or before August 1, 2023.

This disclosure is being given pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Request you to kindly take the same on record.

Thanking you,

For Supriya Lifescience Limited

SHWETA Digitally signed by SHWETA SHIVDHARI SHIVDHARI SINGH Date: 2023.06.29 SINGH 11:04:15 +05'30'

Shweta Singh Company Secretary & Compliance Officer Membership No.: A44973

Corporate office : 207/208, Udyog Bhavan, Sonawala Road, Goregaon (East), Mumbai – 400 063. Maharashtra, India. Tel: +91 22 40332727 / 66942507 Fax : +91 22 26860011 GSTIN: 27AALCS8686A1ZX CIN: L51900MH2008PLC180452 E-mail: supriya@supriyalifescience .com Website: www.supriyalifescience.com

Factory : A-5/2, Lote Parshuram Industrial Area, M.I.D.C. Tal.– Khed, Dist. – Ratnagiri, Pin :415 722, Maharashtra, India. Tel: +91 2356 272299 Fax: +91 2356 272178 E-mail: factory@supriyalifescience.com

GOVT. RECOGNISED EXPORT HOUSE

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SUPRIYA LIFESCIENCE LIMITED CIN: L51900MH2008PLC180452 Registered Office : 207/208, Udyog Bhavan, Sonawala Road, Goregaon (East), Mumbai – 400063, India. E-mail ID: cs@supriyalifescience.com; Tel: +91 22 40332727; Website: www.supriyalifescience.com ;

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	VOTINGS ENDS ON
Sunday, July 2, 2023, at 9.00 a.m.	Monday, July 31, 2023, at 5.00 p.m.

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’) and the Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), read with General Circular No.14/2020 dated 8[th] April, 2020, General Circular No.17/2020 dated 13[th] April, 2020, General Circular No.11/2022 dated 28[th] December, 2022, issued by the Ministry of Corporate Affairs, Government of India (‘Circulars’) and all/or any other applicable law, rules or regulations for the time being in force, to transact the special business as set out hereunder by passing Ordinary Resolution, as applicable, by way of postal ballot / electronic voting.

Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, the Explanatory Statement pertaining to the said Resolution setting out the material facts and the reasons/ rationale thereof are annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.

Supriya Lifescience Limited (the “Company”) is sending this Notice in electronic form to those Members whose e-mail addresses are registered with the Company/ Registrar and Transfer Agent (‘RTA’) / Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the remote e-voting system. The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice.

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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 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 Board of Directors of the Company, appointed CS Sanam Umbargikar (FCS 11777), Partner of M/s. DSM & Associates, Company Secretaries, (hereinafter the “Practicing Company Secretary” or “PCS”) as the Scrutinizer for conducting the e-voting process in a fair and transparent manner. Members have to vote through e-voting. Members desiring to opt for e-voting as per the facilities arranged by the Company are requested to read the instructions in the ‘Notes’. References to postal ballot(s) in this Postal Ballot Notice include votes received electronically. The Scrutinizer will submit his report to the Chairman of the Company or any other person duly authorized by him, after completion of scrutiny of the postal ballots (including e-voting). The results shall be declared on or before August 1, 2023 and communicated to the Stock Exchanges, Depositories and RTA. The results will also be displayed on the Company’s website www.supriyalifescience.com

SPECIAL BUSINESS:

APPOINTMENT OF MR. BALASAHEB SAWANT (DIN: 07743507) AS A WHOLE TIME DIRECTOR AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

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

“RESOVLED THAT pursuant to the provisions Sections 196, 197, 198 and 203 and all other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013, pursuant to applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), pursuant to recommendation of Nomination and Remuneration Committee of the Company and Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded to the appointment of Mr. Balasaheb Sawant (DIN No.: 07743507) as Whole Time Director and Key Managerial Personal of the Company for the period of (3) Three years starting from May 26, 2023 to May 25, 2026, liable to retire by rotation, on payment of remuneration not exceeding Rs. 8,00,000/- (Rupees Eight Lakhs Only) per month including Basic Salary, House Rent, Allowance and other Perquisites and allowances, Bonus, performance incentives, Commission and other additional perquisites as approved by Board from time to time as per the rules of the Company, in the exercise of its discretion, to grant increments and to alter and vary from time the terms and conditions of the said appointment.

The following perquisites however shall not be included in the computation of the ceiling on remuneration:

• (a) Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

• (b) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service, and

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• (c) Encashment of leave at the end of the tenure.

RESOLVED FURHTER THAT Mr. Balasaheb Sawant shall be entitled to the reimbursement of all out of pocket expenses which may be incurred by him for and in the course of business of the Company.

RESOLVED FURTHER THAT Board of Directors of the Company, be and are hereby severally authorized to make necessary entries in the Register of Members, to sign and submit all the necessary documents and papers, to execute and enter all the necessary agreements and arrangements, to take all the necessary steps and actions, for and on behalf of the Company, in the matter of appointment of Mr. Balasaheb Sawant (DIN: 07743507) as an Whole Time Director and Key Managerial Personnel of the Company and giving of effect to above resolution.”

For and on behalf of the Board of Supriya Lifesciences Limited Sd/Shweta Singh Company Secretary and Compliance Officer

Date: June 28, 2023 Place: Mumbai

Registered Office Address :

207/208, Udyog Bhawan, Sonawala Road, Goregaon (East), Mumbai – 400 063, Maharashtra, India

Notes:

1. The Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (‘Act’) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), SEBI Listing Regulations, each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Notice. Further, brief resume of the Director seeking appointment, in terms of Reg. 36 of the SEBI Listing Regulations and Secretarial Standard-2, are also annexed hereto.

2. Pursuant to the provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (the “Rules”) and General Circular No.14/2020 dated 8[th] April, 2020, General Circular No.17/2020 dated 13[th] April, 2020, General Circular No.11/2022 dated 28[th] December, 2022 and other relevant circulars (collectively referred to as “MCA Circulars”) issued by the Ministry of Corporate Affairs, Government of India (MCA), the Company is permitted to conduct the postal ballot process through electronic form.

3. In compliance with the MCA Circulars referred above, Reg.44 of the SEBI Listing Regulations read with SEBI Circular dated 9[th] December, 2020 on e-voting facility by listed entities and section 108 of the Act read with rule 20 of the Companies (Management and Administration) Rules, 2014,

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as amended, the Company is providing the facility of remote e-voting to its members, to enable them to cast their votes electronically on the resolution set out in this postal ballot notice. For this purpose, the Company has engaged the services of National Securities Depositories Limited (hereinafter the “NSDL”).

1. The Company is sending this Notice to those Members, whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories/Link In Time India Private Limited, the Company’s Registrars and Transfer Agent (‘RTA’) as on June 23, 2023 (‘Cut-Off Date’). The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. June 23, 2023.

2. Members whose e-mail addresses are registered with the Company/RTA/Depositories will receive the notice of postal ballot in electronic form. In case your email address is not registered, then please follow the process mentioned in the Notes to this Postal Ballot Notice for procuring login credentials and e-voting on the proposed resolution.

3. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

4. The voting shall commence on Sunday, July 2, 2023, at 9.00 AM (IST) and shall end on Monday, July 31, 2023, at 5.00 PM. (IST), both days inclusive. During this period, Members of the Company holding shares as on the Cut-Off date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

5. The Board of Directors has appointed CS Sanam Umbargikar (Membership No. 11777, CP No.9394), Partner of M/s. DSM & Associates, Practicing Company Secretaries as the Scrutinizer to scrutinize the postal ballot process in fair and transparent manner.

6. The Scrutinizer will submit his consolidated report to the Chairman, or any other person authorised by him, after completion of scrutiny of the votes cast, and the result of the voting by Postal Ballot will be announced by the Chairman or any other person authorized by him, on or before August 1, 2023. The Scrutinizer’s decision on the validity of votes cast will be final.

7. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.supriyalifescience.com and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared by the Company and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed viz. BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) and be made available on their respective websites viz. www.bseindia.com and www.nseindia.com.

8. The Resolutions, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e. July 31, 2023. Further, Resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

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1. Members may download the Notice from the Company’s website at www.supriyalifescience.com or from NSDL’s website at www.evoting.nsdl.com . A copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com.

2. All the material documents referred to in the explanatory statement will be available for inspection at the Registered Office of the Company during office hours on all working days from the date of dispatch until the last date for receipt of votes by Postal Ballot/e-voting. Alternately, Members may also send their requests to cs@supriyalifescience.com from their registered e-mail addresses mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot.

14. Process to cast votes through remote e-voting systems :

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.

Pursuant to 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.

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. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register

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• Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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

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

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• Individual 1. Users who have opted for CDSL Easi / Easiest facility, can Shareholders holding login through their existing user id and password. securities in demat Option will be made available to reach e-Voting page mode with CDSL without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

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

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3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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 atevoting@nsdl.co.in or call at 022-4886 7000 and 022-2499 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.evoting@cdslindia.comor 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.

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

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
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**.
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**
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:

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

3. 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.

4. c. How to retrieve your ‘initial password’?

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  1. 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’.

  2. 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:

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

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

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

8. 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?

• a) After successful login at Step 1, you will be able to see all the companies ‘EVEN’ in which you are holding shares having voting cycle.

• b) Select ‘EVEN’ of company for which you wish to cast your vote during the remote e-Voting period.

• c) Now you are ready for e-Voting as the Voting page opens.

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• d) 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.

• e) Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

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

• g) 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 upload their Board Resolution / Power of Attorney / Authority Letter by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab on the screen or 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 sanam.u@dsmcs.in with a copy marked to evoting@nsdl.co.in.

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 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.co.in

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 cs@supriyalifescience.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 cs@supriyalifescience.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 .

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

2. In terms of SEBI circular dated 9[th] December, 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.

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Annexure to the Notice Explanatory Statement pursuant to the provisions of section 102 of the Companies Act, 2013

ITEM NO. 1

It is brought to the notice of the members of the Board that Mr. Balasaheb Sawant was appointed as the Whole-time Director and Key Managerial Personnel of Supriya Lifescience Limited (the ‘Company’) effective from May 26, 2023, for a period of Three years effective from May 26, 2023 as per the recommendation of the Nomination and Remuneration Committee (‘NRC’), the Board of Directors (‘Board’), at its meeting held on May 26, 2023, subject to approval of the shareholders. Mr. Balasaheb Sawant has also served as Director of the Company from February 24, 2017 to January 22, 2023.

The Board, while appointing Mr. Balasaheb Sawant as the Whole-time Director (‘WTD’) and Key Managerial Personnel of the Company, considered his background, experience and contributions to the Company during his past tenure as the director of the Company. Mr. Balasaheb Sawant has a diverse and extensive career of over 32 years in growth-oriented organization preferably in pharmaceutical API industry.

Mr. Balasaheb Sawant has already declared that he is not disqualified to be appointed as director of the Company, pursuant to provisions of section 164 of the Companies Act, 2013 and has already given necessary disclosure pursuant to provisions of section 184 of the Companies Act, 2013.

Mr. Balasaheb Sawant (DIN: 07743507) as Whole Time Director for the period of three years w.e.f. May 26, 2023, liable to retire by rotation on payment of remuneration not exceeding Rs. 8,00,000/- (Rupees Eight Lakhs Only) per month including Basic Salary, House Rent, Allowance and other Perquisites and allowances, Bonus, performance incentives, Commission and other additional perquisites as approved by Board from time to time as per the rules of the Company, in the exercise of its discretion, to grant increments and to alter and vary from time the terms and conditions of the said appointment.

The following perquisites however shall not be included in the computation of the ceiling on remuneration:

• a) Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

• b) Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service, and

• c) Encashment of leave at the end of the tenure.

None of the directors or key managerial personnel or relatives thereof, except Mr. Balasaheb Sawant and his relatives, are in any way concerned or interested, financially or otherwise, in passing the above resolutions.

The above statement is to considered and construed as disclosures as per the provisions of section 102 of the Companies Act, 2013.

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Statement of Information as Required under Schedule V, Part II, Section II(B)(IV):

I. General Information:
1.	Nature of Industry		The Company is into the business of manufacture of Bulk Drugs, Pharmaceutical Chemicals, Substances etc.
2.	Date or expected date of commencement of commercial production		The Company was incorporated on March 26, 2008. The Company has commenced its commercial operations immediately after its inception and till date the Company is engaged in to the activities of manufacturing of bulk drugs, pharmaceutical chemicals, substances etc.
3.	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus		N.A.
4.	Financial performance based on given indicators			For the year ended 31.03.2023 (in Million) 4704.27 1383.86 118.15 30.84 1234.87 336.30 898.57
			Particulars	For the year ended 31.03.2023 (in Million)
			Total Income	4704.27
			Net Profit Before Interest, Tax, Depreciation and Amortization	1383.86
			Depreciation and amortization expense	118.15
			Finance Cost	30.84
			Net Profit Before Tax	1234.87
			Provision for Taxation	336.30
			Net Profit after Tax	898.57
5.	Foreign investment or collaboration, if any		The Company has not made any investment in foreign body corporate or foreign entities. The Company do not have any foreign collaboration and has not received or invested any money towards foreign collaboration.
II. Information about the appointee:
1.	Background details		Mr. Balasaheb Sawant has a diverse and extensive career of over 32 years in growth-oriented organization preferably in pharmaceutical API industry.

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		He was previously associated with renowned companies such as Encure Pharmaceuticals Limited, Arch Pharmalabs Limited, Mylan Laboratories Limited and USV Limited. On qualification front he has Master’s Degree of Sciences in Chemistry from Shivaji University, Kolhapur. He has been involved in the activities of the Company since last 6 Years.
2.	Past remuneration	Not exceeding Rs. 6,00,000/-per month
3.	Recognition or awards	NIL
4.	Job profile and his suitability	With his diverse experience of 32 years and past experiences in the similar nature companies, the Company and the management is sure that Mr. Balasaheb Sawant will be an exceptionally beneficial asset to the Company.
5.	Remuneration proposed	It is proposed to pay Managerial Remuneration to Mr. Balasaheb Sawant for an amount not exceeding Rs. 8,00,000/-per month.
6.	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case expatriates the relevant details would be with respect to country of his origin)	Considering the nature of the industry vis a vis experience of the appointee and complex nature of the role to be performed by Mr. Balasaheb Sawant, no comparative remuneration of industry is available for information.
7.	Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel or other director	No relationship with any of the Director or relative of any director or Key Managerial Personnel of the Company.
III. Other Information:
1.	Reasons for loss or inadequacy of profit	Considering recession in industry, Heavy cost of production, Overheads, Lower margins, etc.
2.	Steps taken or proposed to taken for improvement	Due to rigorous effort of the management including appointee and various cost control measures, the company is expected to earn better returns in future.
3.	Expected increase in productivity and profits in measurable terms	Considering the proposed businesses and the projects of the Company it is not possible to ascertain and quantify the expected increase in profits in measurable at this stage. However, company expects 25% growth p.a. in income and profitability in next 3 years.

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For and on behalf of the Board of Supriya Lifesciences Limited

Sd/Shweta Singh Company Secretary and Compliance Officer

Date: June 28, 2023 Place: Mumbai.

Registered Office Address : 207/208, Udyog Bhawan, Sonawala Road, Goregaon (East), Mumbai – 400 063, Maharashtra, India.

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BRIEF RESUME OF THE DIRECTOR SEEKING APPOINTMENT, IN TERMS OF REG.36 OF THE SEBI LISTING REGULATIONS AND SECRETARIAL STANDARD-2:

Sr. No.	Particulars	Details
1.	Brief Resume of the Director	Mr. Balasaheb Sawant has a diverse and extensive career of over 32 years in growth- oriented organization preferably in pharmaceutical API industry. He was previously associated with renowned companies such as Encure Pharmaceuticals Limited, Arch Pharmalabs Limited, Mylan Laboratories Limited and USV Limited. On qualification front he has Master’s Degree of Sciences in Chemistry from Shivaji University, Kolhapur.
2.	Age	59
3.	Qualification	Master’s Degree of Sciences in Chemistry from Shivaji University, Kolhapur.
4.	Date of First appointment on Board	February 24, 2017
2.	Nature of expertise in specified functional areas	Production Planning, Operations Management and Pharmaceutical operation.
3.	Disclosure of Relationship between the directors inter-se	Mr. Balasaheb Sawant is not associated or related to any of the Directors or promoters of the Company
4.	Names of the listed entities in which the person also holds the directorship and membership of committees of the Board along with listed entities from which the person has resigned in the past three years	NIL
5.	Shareholding of the director and shareholding of beneficial owner	NIL

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