Annual General Meeting Details

Meeting Date: Saturday, 19 September 2026

Time: 12:30 PM

Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM)

Record Date: 12 September 2026

Share Transfer Book Closure: 13 September 2026 to 19 September 2026 (both days inclusive)

e-Voting Period: 16 September 2026 (9:00 AM) to 18 September 2026 (5:00 PM)

Scrutinizer: Mr. Mast Ram Chechi, Proprietor of M/s. M.R. Chechi & Associates, Practicing Company Secretaries, Chandigarh

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Standalone Financial Statements for the financial year ended 31 March 2026, together with Reports of Board of Directors and Auditors.

2. Director Re-appointment: To appoint Mr. Davender Singh (DIN: 09447213) who retires by rotation and being eligible, offers himself for re-appointment.

  • Date of first appointment: 30 December 2021
  • Qualifications: Higher Secondary Education in Arts and Vocation
  • Experience: 14+ years in management, sales, marketing and administration
  • Board meetings attended in 2025-2026: 9
  • Shareholding: Nil as on 31 March 2026
  • Remuneration: Not proposed to be paid

3. Statutory Auditor Re-appointment: To re-appoint M/s. Garg Mendiratta and Associates, Chartered Accountants as statutory auditors until the conclusion of next AGM for FY2026-2027.

Special Business

4. Secretarial Auditor Appointment: To appoint M/s. SDK & Associates, Practicing Company Secretaries (Peer Review Certificate Number 7065/2025) as Secretarial Auditors for five financial years from 2026-2027 to 2030-2031.

5. Preferential Issue Object Variation (Special Resolution): To approve variation in objects of preferential issue approved at EGM on 20 March 2026:

  • Original issue: 75,00,000 Equity Shares + 50,00,000 Convertible Warrants at ₹20 per share/warrant (Total: ₹25Cr)
  • Amount received: ₹17.5Cr (₹15Cr from shares + ₹2.5Cr upfront from warrants)
  • Balance pending: ₹7.5Cr from warrant conversion (within 18 months from 5 May 2026)

Object Variation Details:

| Original Object | Original Allocation (₹) | Revised Object | Amount Utilised (₹) | Revised Allocation (₹) |

| Plant & Machineries | 15,69,00,000 | Discontinued | Nil | Nil |

| Civil Structures | 7,31,00,000 | Discontinued | Nil | Nil |

| Land & Building Purchase | 1,00,00,000 | No change | 1,00,00,000 | Nil |

| General Corporate Purposes | 1,00,00,000 | No change | Nil | 1,00,00,000 |

| Not originally envisaged | Nil | Strategic investment in Infuze Well | Nil | 23,00,00,000 |

| TOTAL | 25,00,00,000 | | 1,00,00,000 | 24,00,00,000 |

6. Investment Approval under Section 186 (Special Resolution): To approve investment of up to ₹23Cr in equity shares of Infuze Well Private Limited.

  • Company's paid-up capital (31 March 2026): ₹606.34 lakhs
  • Free reserves: ₹934.78 lakhs
  • Securities premium: Nil
  • Aggregate capital + reserves: ₹1,541.12 lakhs
  • Section 186 limit: ₹934.78 lakhs
  • Proposed investment exceeds limit by ₹1,365.22 lakhs

7. Material Related Party Transaction (Ordinary Resolution): To approve strategic investment by subscribing to 2,30,00,000 fresh equity shares of Infuze Well Private Limited (related party) at ₹10 per share (Total: ₹23Cr).

  • Will result in 71.32% ownership making Infuze Well a subsidiary
  • Valuation: Fair value of ₹10 per share determined by independent valuer (Mr. Bhavesh M Rathod, IBBI Registration No. IBBI/RV/06/2019/10708) on 3 June 2026
  • Related party interest: Mrs. Sakshi Laller (Whole-Time Director) holds 19.40% in Infuze Well
  • Materiality threshold: ₹24.70 lakhs (10% of company's annual turnover of ₹246.95 lakhs)

Infuze Well Capital Structure:

| Shareholder | Pre-issue Shares | Pre-issue % | Post-issue Shares | Post-issue % |

| Prism Medico | Nil | Nil | 2,30,00,000 | 71.32% |

| Mrs. Sakshi Laller | 17,95,000 | 19.40% | 17,95,000 | 5.57% |

| Mr. Pawan Kumar | 22,45,000 | 24.27% | 22,45,000 | 6.96% |

| Mrs. Manju Rani | 25,10,000 | 27.14% | 25,10,000 | 7.78% |

| Mrs. Madhu | 27,00,000 | 29.19% | 27,00,000 | 8.37% |

| Total | 92,50,000 | 100% | 3,22,50,000 | 100% |

8. Related Party Transactions Approval (Ordinary Resolution): To approve related party transactions aggregating up to ₹70Cr for FY2026-27 with eight related parties including Ovation Remedies, Galaxy Pharmaceuticals Kenya, Symbiosis Pharmaceuticals, and others for purchase/sale of goods.

Explanatory Statement Highlights

  • Infuze Well Project: Setting up Large Volume Parenteral (LVP) manufacturing facility at Naraingarh, Haryana with estimated annual capacity of 5.58 crore units
  • Fund Utilization: ₹800 lakhs for plant & machinery, ₹1,500 lakhs for repayment of existing project borrowings (total borrowings: ₹2,202.84 lakhs as of 31 July 2026)
  • Financials of Infuze Well (FY2025): Turnover: Nil, Net Worth: ₹476 lakhs, Profit/Loss: Nil, Borrowings: ₹50 lakhs
  • Regulatory Compliance: Variation requires quarterly Statement of Deviation submission to stock exchanges and disclosure in Directors' Report

Voting Arrangements

  • Remote e-Voting through NSDL
  • VC/OAVM facility available for 1,000 members on first-come-first-served basis
  • Large shareholders (2%+), promoters, institutional investors, directors, KMPs exempt from attendance limit
  • Related parties to abstain from voting on Item 7