Senores Pharmaceuticals Board Appoints KMP, Director, Approves ESOP & Subsidiaries

Nature of change: Appointment of Mrs. Shilpa Sharma as Company Secretary and Compliance Officer (Key Managerial Personnel)
Name and DIN: Mrs. Shilpa Sharma (Membership No.: A34516 of ICSI)
Effective date: August 26, 2026
Profile: Qualified Associate Member of the Institute of Company Secretaries of India (ICSI) with Bachelor's degrees in Law and Commerce from the University of Rajasthan. Brings over 13 years of corporate sector experience, including more than 10 years with BSE- and NSE-listed companies. Expertise includes corporate governance, securities law, listed-company compliances, and complex corporate actions. Has experience with capital restructuring, mergers and amalgamations, reverse mergers, demergers, rights issues, ESOP, Qualified Institutional Placements (QIPs), preferential allotments, capital reductions, revocation of suspension of listed entity, and acquisitions through the Insolvency and Bankruptcy Code (IBC) framework.
Relationship: Not related to any other directors (as per disclosure)

Nature of change: Appointment of Mr. Viranchi Arvindbhai Shah as Non-Executive Additional Director (Independent Director)
Name and DIN: Mr. Viranchi Arvindbhai Shah (DIN: 01598001)
Effective date and tenure: August 26, 2026; appointed for first term of 5 consecutive years, not liable to retire by rotation, holding office until the ensuing Annual General Meeting
Profile: Pharmacist, entrepreneur, and pharmaceutical industry leader with over 25 years of experience. Gold Medalist from L. M. College of Pharmacy, holds MBA and Ph.D. in Business Administration. Promoter and Director of the Saga Group (family-promoted pharmaceutical enterprise with 45+ years legacy). Currently serves as National Spokesperson of Indian Drug Manufacturers' Association (IDMA) and previously served as its National President from 2022 to 2024. Brings expertise in entrepreneurship, pharmaceutical industry leadership, government policy engagement, international trade promotion, education, innovation and institutional service.
Eligibility: Not debarred from holding office of Director by virtue of any SEBI order or other authority
Relationship: Not related to any other Directors of the Company

Approval: Board approved adoption of Senores Pharmaceuticals Employee Stock Option Scheme 2026 ("ESOS 2026"/"SCHEME")
Compliance: Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
Size: 472,000 (Four Lakh and Seventy-Two Thousand) Options, representing 1% of existing equity on fully diluted basis
Conversion: Each Option converts into one equity share of face value of ₹10 each fully paid-up
Pricing: Exercise price per Option to be determined by Committee at time of grant, subject to discount up to 50% from market price on grant date
Vesting: Options vest not earlier than 1 year and not later than 4 years from grant date
Exercise period: Maximum 4 years commencing from date of vesting
Individual limits: Maximum 118,000 (One Lakh Eighteen Thousand) Options per employee per grant and in aggregate
Lock-in: No lock-in period except restrictions under applicable laws and insider trading regulations
Administration: Nomination and Remuneration Committee will supervise and administer the Scheme
Eligibility: Employees of Company and subsidiary companies in India or outside India
Approval required: Subject to shareholder approval and other regulatory/statutory approvals

Mexico Wholly-Owned Subsidiary:

Type: Wholly-Owned Subsidiary (WOS)
Location: Mexico
Business: Supply and distribution of pharmaceutical products in Mexican market
Purpose: Support Company's business and strategic objectives in Mexican and other international markets
Consideration: Cash consideration - Company to subscribe to 100% of initial paid-up share capital
Shareholding: 100% ownership by Senores Pharmaceuticals Limited
Approvals: Subject to regulatory/statutory laws prevailing in Mexico

Canada Subsidiary:

Type: Subsidiary Company (majority-owned)
Location: Canada
Structure: Either directly or through Wholly Owned Subsidiary as per Canadian law
Business: Supply and distribution of pharmaceutical products in Canadian market
Purpose: Support Company's business and strategic objectives in Canadian and other international markets
Consideration: Cash consideration
Shareholding: Company will hold 51% or more shareholding
Approvals: Subject to regulatory/statutory laws prevailing in Canada

International expansion: The board approvals for Mexico and Canada subsidiaries represent strategic expansion into international markets to support business objectives
Employee retention: The ESOS 2026 scheme aims to incentivize and retain employees through equity participation
Governance strengthening: The appointment of an experienced Independent Director with pharmaceutical industry expertise enhances board governance and industry connectivity

Authorized officers: Board designated three Key Managerial Personnel to determine materiality and make disclosures:
Mr. Swapnil Jatinbhai Shah (Managing Director) - Authority to determine materiality and make disclosures
Mr. Deval Rajnikant Shah (Whole Time Director and CFO) - Authority to determine materiality and make disclosures
Mrs. Shilpa Sharma (Company Secretary and Compliance Officer) - Authority to make disclosures only
Contact: Registered office at 1101 to 1103, 11th floor, South Tower, ONE 42, Opposite Jayantilal Park, Ambali Bopal Road, Ahmedabad, Gujarat, India, 380054; Tel: +91-79-29999857; Email: cs@senorespharma.com

Date: August 26, 2026
Timing: Commenced at 04:45 PM (IST) and concluded at 05:15 PM (IST)
Disclosure: Information uploaded on company website at www.senorespharma.com