Proposed Resolutions and Implications

Part A: ESOP 2026 and Connected Matters (Item Nos. 1-3)

Item No. 1: Approval of Sun Pharma Employees Stock Option Plan 2026 and Provision of Funds to the Trust

  • Establishes ESOP 2026 with up to 12,000,000 options
  • Implements through Sun Pharma ESOP Trust using secondary market shares (no fresh issuance)
  • Authorizes provision of funds to Trust via loan for implementation

Item No. 2: Approval of Secondary Acquisition of Equity Shares by the Trust

  • Authorizes Trust to acquire up to 12,000,000 existing shares from secondary market
  • Represents approximately 0.50% of paid-up equity share capital as of 31 March 2026
  • Shares to be used exclusively for ESOP 2026 implementation

Item No. 3: Approval for Extension of ESOP 2026 to Eligible Employees of Subsidiary Companies

  • Extends ESOP benefits to eligible employees of subsidiary companies
  • Options remain within overall 12 million ceiling
  • No automatic entitlement created for subsidiary employees

Part B: Funding and Acquisition Matters (Item Nos. 4-7)

Item No. 4: Enhancement of limits under Section 186 of Companies Act, 2013

  • Increases aggregate limit for loans, guarantees, securities and investments from ₹500 billion to ₹800 billion
  • Authority valid for 5 years from results declaration

Item No. 5: Enhancement of borrowing limit under Section 180(1)(c) of Companies Act, 2013

  • Increases borrowing limit from ₹500 billion to ₹700 billion
  • Authority valid for 5 years from results declaration

Item No. 6: Creation of security under Section 180(1)(a) of Companies Act, 2013

  • Authorizes creation of security interests for borrowings up to ₹700 billion
  • Security may cover whole or substantially whole of Company's undertakings

Item No. 7: Creation of Encumbrance over Shares Pursuant to Regulation 24(5) of SEBI Listing Regulations

  • Seeks approval for pledge/encumbrance over Organon shares for acquisition financing
  • Secures facilities up to USD 12 billion for Organon acquisition
  • Addresses potential material subsidiary status of Organon post-acquisition

Voting Process and Methods

  • Voting Method: Remote e-voting only (no physical polling)
  • Service Provider: MUFG Intime India Private Limited
  • Cut-off Date: Friday, 25 September 2026
  • Voting Period: Friday, 02 October 2026 at 09:00 AM IST to Saturday, 31 October 2026 at 05:00 PM IST
  • Result Announcement: On or before Tuesday, 03 November 2026

Scrutinizer Appointment

  • Scrutinizer: Mr. Chintan Goswami, Partner of KJB & Co. LLP (Practicing Company Secretaries)
  • Alternate Scrutinizer: Mr. Alpesh Panchal, Partner of KJB & Co. LLP (if Mr. Goswami is unavailable)
  • Role: To scrutinize the e-voting process and submit report to Chairman/Company Secretary

Compliance Statements

The Company confirms compliance with:

  • Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Sections 108 and 110 of Companies Act, 2013
  • Rules 20 and 22 of Companies (Management and Administration) Rules, 2014
  • Secretarial Standards issued by ICSI
  • Applicable circulars from Ministry of Corporate Affairs and SEBI

Additional Information

  • Notice available on company website: www.sunpharma.com
  • E-voting instructions provided for different shareholder categories (CDSL, NSDL, physical shareholders)
  • Helpdesk contacts provided for RTA, depositories, and company secretarial team
  • Current position as of 30 June 2026: Loans/guarantees/investments at ₹167.9 billion, borrowings at ₹134.3 billion
  • Organon acquisition announced via Agreement and Plan of Merger dated 27 April 2026