Key Resolutions for Shareholder Approval

Item No. 1: Appointment of Mr. Shanay Vikram Shah (DIN: 02726541) as Director

  • Type: Ordinary Resolution
  • Position: Director liable to retire by rotation

Item No. 2: Appointment of Mr. Shanay Vikram Shah as Whole-Time Director

  • Type: Ordinary Resolution
  • Term: 5 consecutive years from December 4, 2026 to December 3, 2031
  • Remuneration: Not exceeding ₹1.50 crore per annum
  • Fixed pay: ₹7,50,000 per month
  • Variable pay: Nil
  • Perquisites: Company chauffeur-driven car with all expenses borne by company
  • ESOP: Not eligible as promoter
  • Overall remuneration cap: ₹12,50,000 per month
  • Minimum remuneration payable if company has no profits or inadequate profits

Item No. 3: Appointment of Mr. Tushar Shah (DIN: 06739455) as Director

  • Type: Ordinary Resolution
  • Position: Director liable to retire by rotation

Item No. 4: Appointment of Mr. Tushar Shah as Executive Director

  • Type: Ordinary Resolution
  • Term: 5 consecutive years from November 3, 2026 to November 2, 2031
  • Remuneration: Not exceeding ₹1 crore per annum
  • Fixed pay: ₹3,78,000 per month
  • Variable pay: ₹16,667 per month
  • ESOP: Eligible under Shalby Limited - Employees Stock Options Scheme - 2021
  • Overall remuneration cap: ₹8,33,333 per month
  • Minimum remuneration payable if company has no profits or inadequate profits
  • Will continue to hold office as Company Secretary concurrently

Background and Justification

For Mr. Shanay Vikram Shah:

  • Previously appointed as Additional Director designated as Whole-Time Director on August 12, 2026
  • Previous resolutions rejected by shareholders at AGM held on September 10, 2026
  • 35 years old, holds Bachelor's degree in Science with Honors in Accounting and Finance from University of Warwick, UK
  • Master's degree in International Health Management from Imperial College London, UK
  • Chartered Financial Analyst (CFA)
  • Promoter of the company and relative of Dr. Vikram Shah (Chairman and MD)
  • Associated with company since October 5, 2013
  • Previously held positions as CFO and President - International Business
  • Currently holds 137,525 equity shares (0.13% of paid-up equity share capital)

For Mr. Tushar Shah:

  • 48 years old, Fellow Member of ICSI and Associate Member of ICMAI
  • Holds Bachelor of Laws (Special) and Master of Commerce from Gujarat University
  • Currently serving as Vice President & Company Secretary of Shalby Limited
  • 23 years of professional experience in corporate governance, secretarial and legal affairs
  • Also Company Secretary and KMP of Shalby Medtech Limited (wholly-owned subsidiary)
  • Advisor to PK Healthcare Private Limited (subsidiary)
  • Holds no shares in the company

Voting Arrangements

  • Cut-off date for eligibility: October 30, 2026
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • E-voting event number: 143386
  • Voting period: November 5, 2026 (9:00 AM IST) to December 4, 2026 (5:00 PM IST)
  • Voting website: https://evoting.nsdl.com
  • Scrutinizer: Mr. Chintan Patel (CP No. 20103), Proprietor of M/s. Chintan I Patel & Associates
  • Results declaration: Within 2 working days after e-voting conclusion

Additional Information

  • Notice sent electronically to members registered email addresses
  • Physical ballot papers not provided
  • Documents available for inspection via electronic mode during voting period
  • Members may send queries to companysecretary@shalby.in