Key Resolutions for Shareholder Approval

Item 1: Material RPT with Havix Group Inc. d/b/a Aavis Pharmaceuticals

  • Type: Ordinary Resolution
  • Nature: Material related party transactions
  • Counterparty: Havix Group Inc. d/b/a Aavis Pharmaceuticals (USA-based subsidiary)
  • Maximum Value: ₹337.00 Crores for FY 2026-27
  • Terms: Arm's length basis, ordinary course of business

Item 2: Material RPT with Ratnatris Pharmaceuticals Private Limited

  • Type: Ordinary Resolution
  • Nature: Material related party transactions
  • Counterparty: Ratnatris Pharmaceuticals Private Limited (Indian subsidiary)
  • Maximum Value: ₹113.00 Crores for FY 2026-27
  • Terms: Arm's length basis, ordinary course of business

Item 3: Material RPT with Apnar Pharma Private Limited

  • Type: Ordinary Resolution
  • Nature: Material related party transactions
  • Counterparty: Apnar Pharma Private Limited (Indian subsidiary)
  • Maximum Value: ₹156.00 Crores for FY 2026-27
  • Terms: Arm's length basis, ordinary course of business

Item 4: Material RPT between Fellow Subsidiaries (Havix and Senores Pharmaceuticals Inc.)

  • Type: Ordinary Resolution
  • Nature: Transactions between fellow subsidiaries
  • Counterparties: Havix Group Inc. d/b/a Aavis Pharmaceuticals and Senores Pharmaceuticals Inc. (both USA-based)
  • Maximum Value: ₹68.00 Crores for FY 2026-27
  • Terms: Arm's length basis, ordinary course of business

Item 5: Material RPT between Fellow Subsidiaries (Havix and Apnar Pharma)

  • Type: Ordinary Resolution
  • Nature: Transactions between fellow subsidiaries
  • Counterparties: Havix Group Inc. d/b/a Aavis Pharmaceuticals and Apnar Pharma Private Limited
  • Maximum Value: ₹80.00 Crores for FY 2026-27
  • Terms: Arm's length basis, ordinary course of business

Item 6: Enhancement of Limit under Section 185 of Companies Act, 2013

  • Type: Special Resolution
  • Nature: Enhancement of existing limit to advance loans/give guarantees/provide security
  • New Limit: ₹750 Crores (enhanced from previous limit)
  • Applicability: Subsidiaries, associates, joint ventures, group entities, or persons in whom directors are interested
  • Purpose: Principal business activities of borrowing entity

Item 7: Enhancement of Limit under Section 186 of Companies Act, 2013

  • Type: Special Resolution
  • Nature: Enhancement of existing limit for loans, guarantees, securities, and investments
  • New Limit: ₹750 Crores aggregate outstanding (enhanced from previous ₹500 Crores limit)
  • Purpose: Business and strategic purposes including investments in body corporates

Item 8: Variation in Objects/Terms of IPO Proceeds Utilization

  • Type: Special Resolution
  • Nature: Variation in utilization of IPO proceeds and extension of time limit
  • Original IPO Size: ₹5,000.00 million (fresh issue)
  • Net Proceeds after expenses: ₹4,578.10 million
  • Utilization as on May 31, 2026: ₹3,976.75 million (79.54% utilized)
  • Unutilized Amount: ₹1,020.81 million (20.46%)

Detailed IPO Proceeds Variation Proposal

Original Objects vs Revised Allocation (₹ in million):

| Object Description | Original Amount | Unutilized | Variation | Revised Amount | Revised Timeline |

| Investment in Havix for sterile injections facility | 1,070.00 | 1,000.16 | 650.16 allocated to new objects 7,8,9 | 419.84 | Q4 FY2028 |

| Repayment of company borrowings | 731.01* | - | No change | 731.01 | Not Applicable |

| Investment in Havix for subsidiary borrowing repayment | 202.05** | - | No change | 202.05 | Not Applicable |

| Working capital funding | 432.59 | - | No change | 432.59 | Not Applicable |

| Investment in SPI and Ratnatris for working capital | 594.83 | - | No change | 594.83 | Not Applicable |

| Funding inorganic growth and general corporate purposes | 1,619.15# | 20.65 | No change | 1,619.15 | Q4 FY2027 |

| Investment in SPI for ANDA acquisitions | - | - | 153.90 allocated from Object 1 | 153.90 | Q4 FY2027 |

| Investment in Apnar for Vadodara facility expansion | - | - | 250.00 allocated from Object 1 | 250.00 | Q1 FY2028 |

| Investment in Havix for Atlanta OSD facility expansion | - | - | 246.26 allocated from Object 1 | 246.26 | Q1 FY2028 |

*Note: Original allocation was ₹734.80 million with surplus ₹3.79 million transferred to Object 6

**Note: Original allocation was ₹202.20 million with surplus ₹0.15 million transferred to Object 6

#Note: Original allocation was ₹1,543.68 million with surplus transfers from other objects and issue expenses

Rationale for IPO Proceeds Variation

The Company cites post-IPO developments including:

  • Acquisition of 35 ANDAs through SPI, creating robust product pipeline
  • Acquisition of 51% in Zoraya Pharmaceuticals LLC for US market presence
  • Acquisition of 75% in Apnar Pharma (FDA-approved Vadodara plant)
  • Acquisition of 70% in Amerisyn LLC for US government supplies

The management believes reallocating funds to OSD capabilities will provide quicker returns and augment manufacturing capacity at US FDA-approved plants.

Postal Ballot Process Details

  • Record Date: June 30, 2026
  • E-voting Start: July 05, 2026 (9:00 AM IST)
  • E-voting End: August 03, 2026 (5:00 PM IST)
  • Result Declaration: On or before August 05, 2026
  • Scrutinizer: Mr. Mukesh Shah, Practicing Company Secretary
  • E-voting Agency: MUFG Intime India Private Limited (formerly Link Intime)

Financial Impact Assessment

The proposed reallocation is expected to have favorable impact on oral solid dosage manufacturing capabilities, scale up regulated market business, and consolidate financial position. Early commercialization of acquired ANDAs expected to improve revenues and cash flows in short to medium term.