Unichem Laboratories Ltd. — Proxy Solicitation & Information Statement 2023

Apr 3, 2023

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April 3, 2023

BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 023

Scrip Code – 506690

National Stock Exchange India Limited, Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra- (East). Mumbai-400051.

Scrip Code : UNICHEMLAB

Dear Sir/Madam,

We are enclosing herewith the Postal Ballot Notice (“Notice”) seeking the approval of the members of the Company on item of the following Special Business as set out in the attached Postal Ballot Notice dated March 20, 2023.

Appointment of Mrs. Priti Puri (DIN: 07755966) as a Non-Executive Independent Director of the Company for a term of three (3) years w.e.f. March 21, 2023.

The Notice will also be available on the website of the Company at www.unichemlabs.com and on the website of the Central Depository Services (India) Limited (CDSL) at www.cdslindia.com . This Postal Ballot Notice is being e-mailed to the shareholders of the Company as on the cut-off date i.e Friday, March 31, 2023.

You are requested to kindly take the same on record.

For UNICHEM LABORATORIES LIMITED

PRADEEP Digitally signed by PRADEEP BHANDARI BHANDARI Date: 2023.04.03 10:15:41 +05'30'

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PRADEEP BHANDARI Head- Legal & Company Secretary

Enc: a/a

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Registered Office: Unichem Bhavan, Prabhat Estate, Off S. V. Road Jogeshwari (West), Mumbai – 400 102, Maharashtra, India.

Notice of Postal Ballot

NOTICE is hereby given pursuant to Section 108 and 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), Regulation 44 of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other applicable provisions of the Act, the Rules, Listing Regulations, the Articles of Association of the Company, Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (“SS-2”), including any statutory modification(s) or reenactment(s) thereof for the time being in force and as amended from time to time and in accordance with the guidelines and Circulars issued by the Ministry of Corporate Affairs (“MCA”) for conducting Postal Ballot to transact the business as set out hereunder by way of Postal Ballot by voting through remote e- voting only.

Pursuant to Sections 102, 110 and other applicable provisions of the Act, the statement setting out the material facts in respect of the Special Resolution proposed to be passed is annexed to this Postal Ballot Notice and forms part of this Postal Ballot Notice (“Notice”).

In terms of the requirements specified in the MCA Circulars, the Company is sending this Notice only through electronic mode to those Members whose e-mail addresses are registered with the Company/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 voting by the Members would take place only through the remote e-voting system.

In compliance with Regulation 44 of the Listing Regulations, the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of 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 on the resolution proposed in this Notice. The instructions for remote e-voting are appended to this Notice.

Members 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 forming part of the Notice for casting votes by remote e-voting. The schedule of remote e-voting is as under:

Commencement of e-voting

Tuesday, April 4, 2023 (9:00 a.m.) IST

SPECIAL BUSINESS

Appointment of Mrs. Priti Puri (DIN: 07755966) as a NonExecutive Independent Director of the Company for a term of three (3) years w.e.f. March 21, 2023.

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

“ RESOLVED THAT Mrs. Priti Puri (DIN: 07755966) who was appointed by the Board of Directors as an Additional Director of the Company with effect from March 21, 2023 in terms of Section 161 of the Companies Act, 2013 (“the Act”) read with 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 from a Member under Section 160(1) of the Act proposing her candidature for the office of a Director, be and is hereby appointed as a Director of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable Rules and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modification(s) or reenactment(s) thereof for the time being in force and the Articles of Association of the Company, the appointment of Mrs. Priti Puri (DIN: 07755966),who meets the criteria for independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and who has submitted a declaration to that effect, as an Independent Director of the Company, not liable to retire by rotation, for a term of three (3) years with effect from March 21, 2023 be and is hereby approved;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and deeds as may be necessary, proper or expedient to give effect to this resolution including but not limited to filing of appropriate forms/returns with the concerned Registrar of Companies.”

NOTES:

1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (”Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (”Rules”), setting out the material facts relating to the aforesaid Resolution is annexed hereto and forms part of this Postal Ballot Notice (”Notice”).

Conclusion of e-voting

Wednesday, May 3, 2023 (5:00 p.m.) IST

The remote e-voting module shall be disabled by the Central Depository Services (India) Limited (CDSL) thereafter.

1. The Notice is being sent only in electronic form to those Members whose names appear in the Company’s Register of Members/List of Beneficial Owners as received from the Depositories as on Friday, March 31, 2023 (“Cut-Off Date”) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants or who will register their e-mail address in accordance with the process outlined in this Notice. 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. Friday, March 31, 2023.

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1. Institutional/Corporate Members (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to vote through remote e-voting on its behalf. The letter of appointment of representative(s) of the President of India or the Governor of a State or the authorisation in respect of representative(s) of the Corporations shall be received by the Scrutinizer/Company on or before close of remote e- voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by e-mail to the registered e-mail address shares@unichemlabs.com with a copy marked to helpdesk.evoting@cdslindia.com. The Institutional Members (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. 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 through Postal Ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the Resolution in accordance with the process specified in this Notice.

3. Members are requested to carefully follow the instructions under the Section ‘Instructions for Remote E-voting’ for exercising their votes.

4. The Notice is also available on the website of the Company www.unichemlabs.com as well as on the Stock Exchange websites www.bseindia.com and www.nseindia.com and on the website of CDSL www.cdslindia.com

5. The remote e-voting shall commence on Tuesday, April 4, 2023 at 9:00 a.m. (IST) and shall end on Wednesday, May 3, 2023 at 5:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

6. The Company has appointed Ms. Ragini Chokshi of Ragini Chokshi & Associates, Practicing Company Secretary (C.P.No.1436) as a Scrutinizer for conducting the remote e- voting fairly and transparently.

7. The Scrutinizer will submit her report to the Chairman or any other person authorised by him and the result of the Postal Ballot will be announced within 48 hours from the conclusion of the remote e-voting process. The Scrutinizer’s decision on the validity of votes cast will be final.

8. The Results declared along with the Scrutinizer’s Report s h a l l b e p l a c e d o n t h e C o m p a n y ’s w e b s i t e

www.unichemlabs.com and on the website of CDSL www.cdslindia.com immediately after the result is declared by the Chairman or any other person authorized by him and the same shall be communicated to the Stock Exchanges where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.

1. The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for remote e-voting i.e. Wednesday, May 3, 2023 at 5:00 p.m. (IST )

2. The vote in this Postal Ballot cannot be exercised through proxy.

3. All documents referred to in the Notice will be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members seeking to inspect such documents can send an e-mail to shares@unichemlabs.com

14. THE INSTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING

• (i) The voting period begins on Tuesday, April 4, 2023 at 9:00 a.m. (IST) and ends on Wednesday, May 3, 2023 at 5:00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date i.e. Friday, March 31, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) P u r s u a n t t o S E B I C i r c u l a r N o . SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to 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

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again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/ NSDL e-voting system in case of individual Shareholders holding shares in demat mode.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9, 2020, on the 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 the e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-voting and joining virtual Meetings for Individual Shareholders holding securities in Demat mode is given below:

Login Method for 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 the e-Voting page without any further authentication. The users to login to Easi/Easiest are requested to visit the CDSL website www.cdslindia.com and click on the login icon & New System Myeasi Tab.

• 2) 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 the company. On clicking the e-voting option, the user will be able to see the e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there are 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.

• 3) If the user is not registered for Easi/Easiest, the option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on the 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 on the 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, the 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.

Login Method for Individual Shareholders holding securities in Demat mode with NSDL

• 1) If you are already registered for the 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 “Beneficial 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 the e-Voting page. Click on the company name or e-Voting service provider name and you will be redirected to the e-Voting service provider website for casting your vote during the remote e-Voting period.

• 2) 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.

• 3) Visit the e-Voting website of NSDL. Open the 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 the e-Voting system is launched, click on the icon “Login” which is available under the ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP, and a Verification Code as shown on the screen. 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 name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period.

Login Method for 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 the e-Voting facility. After Successful login, you will be able to see the e-Voting option. Once you click on the e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see the e-Voting feature. Click on the company name or e-Voting service provider name and you will be redirected to the e-Voting service provider website for casting your vote during the remote e-Voting period.

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

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

FOR CDSL

Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

FOR NSDL

Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

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

  - (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 for **Unichem Laboratories Limited** on which you choose to vote.

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

• 1) The Shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID:

• a. For CDSL: 16 digits beneficiary ID.

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID.

• c. Shareholders holding shares in physical form should enter folio number registered with the Company.

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

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

• 6) If you are a first time user follow the steps as given herein:

For Physical shareholders and other than individual shareholders 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 sent by Company/RTA or contact Company/RTA. Dividend Enter the Dividend Bank Details or Date of Bank Birth (in dd/mm/yyyy format) as recorded in Details your demat account or in the Company’s OR* records in order to login. If both the details Date are not recorded with the depository or of Birth Company, please enter the Member id/folio number in the Dividend Bank details field as (DOB) mentioned in instruction (iv).

• (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) 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 and enter the details as prompted by the system.

• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvi) Additional Facility for Non-Individual Shareholders and Custodians-Remote Voting

• 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

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able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically and can be delinked in case of any wrong mapping.

• It is mandatory that 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. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the e-mail address namely shares@unichemlabs.com, if they have voted from individual tab and not uploaded the same in the CDSL e-voting system for the Scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE E-MAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• 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 (selfattested scanned copy of Aadhar Card) by email to Company/RTA email id.

• 2) For Demat Shareholders: Please update your e-mail id and mobile no. with your respective Depository Participant (DP).

• 3) For Individual Demat Shareholders:Please update your e-mail id and mobile no. with your respective Depository Participant (DP) which is mandatory while e-voting.

If you have any queries or issues regarding e-voting from the CDSL e-voting System, y o u c a n w r i t e a n e - m a i l t o helpdesk.evoting@cdslindia.com or contact toll free number 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an e- mail to helpdesk.evoting@cdslindia.com or call toll free number 1800 22 55 33.

By order of the Board of Directors,

For Unichem Laboratories Limited

Pradeep Bhandari

Head – Legal & Company Secretary Membership No.: A14177

Mumbai

March 20, 2023

STATEMENT SETTING OUT MATERIAL FACTS UNDER SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”)

The Board of Directors (“Board”) on the recommendation of the Nomination and Remuneration Committee (“NRC”) has appointed Mrs. Priti Puri (DIN: 07755966) as an Additional Director of the Company with effect from March 21, 2023, and also as an Independent Director of the Company for a term of three (3) years with effect from March 21, 2023 subject to approval of the Members.

In compliance with the provisions of Section 161 of the Act, Mrs. Puri shall hold office upto next Annual General Meeting. However in terms of Regulation 17(1C) of the Listing Regulations, approval of Members for appointment of a person on the Board of Directors of a company is required to be obtained either at the next general meeting or within three months from the date of appointment, whichever is earlier. Hence the Company is seeking approval through this Postal Ballot Notice.

Mrs. Priti Puri aged 49 years is a commerce graduate and an associate of the Insurance Institute of India. She also holds a diploma in interior designing. Mrs. Puri has three decades of rich experience in Insurance, and Interior Designing. She has worked in specific functional areas such as Insurance, Finance, Administration, Information systems and operations. She is currently serving as Chief Administration and Special Project Officer at Anarock Property Consultants Private Limited a leading real estate services company in India with diversified interests across real estate value chain.

The NRC has identified amongst others, Finance, Corporate Social Responsibility attributes and administration skills required for this role. After reviewing the profile of Mrs. Puri, the NRC and the Board was of the view that she possess appropriate skills, experience and knowledge as required for the role of an Independent Director. The skills coupled with her experience will benefit the Company. Accordingly, the Board has recommended her candidature as an Independent Director of the Company.

The Board has also appointed her as the Member of the Corporate Social Responsibility and Stakeholders Relationship Committee of the Board with effect from March 21, 2023. Mrs. Puri shall be paid sitting fees for the Board and Committee meetings attended by her in line with the fees paid to other non-executive independent directors of the Company.

Mrs. Puri does not hold any equity shares of the Company. Mrs. Puri is not a Director in any other Company. She has not resigned/retired as the Director in any listed entities in the past three years.

The Company has received a declaration from Mrs. Puri to the effect that she meets the criteria of independence as provided in Section 149(6) and other applicable provisions of the Act and Rules framed thereunder and Regulation 16(1)(b), Regulation 25(8) and other applicable provisions

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of the Listing Regulations. She has also confirmed that she is not debarred from holding the office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any such authority and is not disqualified from being appointed as a Director in terms of Section 164 of the Act. Mrs. Puri has also confirmed that she is in compliance with the applicable Rules of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to her registration in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’).

She is not related to any Director or Key Managerial Personnel of the Company. Draft copy of letter of appointment of Mrs. Priti Puri setting out the terms and conditions of appointment is available electronically for inspection by the Members.

The Board, based on confirmations/declarations provided by Mrs. Puri is of the opinion that she fulfils the conditions/criteria specified under the Act, the Rules framed thereunder and the Listing Regulations in relation to her appointment as an Independent Director of the Company and is independent of the management of the Company.

The Board, considering the experience and expertise of Mrs. Puri, recommends the Special Resolution as set out in the Notice for approval of the Members. None of the Directors, Key Managerial Personnel or their relatives (except Mrs. Puri being the appointee herself and her relatives) are interested, financially or otherwise, in the Resolution as set out in this Notice.

By order of the Board of Directors, For Unichem Laboratories Limited

	Sd/-
	Pradeep Bhandari
Mumbai	Head – Legal & Company Secretary
March 20, 2023	Membership No.: A14177

Registered Office:

Unichem Bhavan, Prabhat Estate, Off S. V. Road Jogeshwari (West), Mumbai – 400 102

The Company has received a notice pursuant to Section 160 of the Act from a Member signifying the intention to propose the appointment of Mrs. Puri as a Director of the Company.

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