Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Vaishali Pharma Limited

Date, Location, and Type of Meeting

The postal ballot process does not involve a physical meeting. The voting is conducted entirely through remote e-voting. The notice was issued on 03rd June, 2026, from the company's registered office in Mumbai. The cut-off date for determining shareholder eligibility to vote is Friday, 22nd May, 2026.

Summary of Proposed Resolutions and Implications

Item No. 1: Re-appointment of Mr. Pratik Vikram Jakhelia (DIN: 7726752) as an Independent Director

  • This is a special resolution to reappoint Mr. Jakhelia for a second term of five consecutive years, from 1st October 2026 to 30th September 2031.
  • He was first appointed on 10th July 2021 and his current term ends on 30th September 2026.
  • He is entitled to sitting fees for board and committee meetings as approved by the Nomination and Remuneration Committee (NRC) and board.
  • He holds no shares in the company and has no directorships in other listed entities.

Item No. 2: Re-Appointment of Mr. Atul Arvind Vasani (DIN: 02107085) as Managing Director and Payment of Remuneration

  • This is a special resolution to reappoint Mr. Vasani as Managing Director for five years, from 23rd May 2026 to 22nd May 2031.
  • His remuneration is proposed to be increased from ₹84 lakh per annum to ₹96 lakh per annum, plus commission, perquisites, and amenities.
  • Perquisites include medical reimbursement (up to one month's salary per year), LTA, leave, provident fund, gratuity, and a company car with telephone.
  • He holds 3,11,40,230 shares in the company and is related to Mrs. Jagruti Vasani (wife) and Mr. Dewansh Vasani (nephew).

Item No. 3: Re-Appointment of Mrs. Jagruti Vasani (DIN: 02107094) as a Whole-Time Director

  • This is a special resolution to reappoint Mrs. Vasani as Whole-Time Director (Executive Director) for five years, from 23rd May 2026 to 22nd May 2031.
  • Her remuneration is proposed to be increased from ₹24 lakh per annum to ₹30 lakh per annum, plus commission, perquisites, and amenities similar to Mr. Atul Vasani.
  • She holds 67,99,920 shares in the company and is related to Mr. Atul Vasani (husband) and Mr. Dewansh Vasani (nephew).

Item No. 4: Increase in Remuneration of Mr. Dewansh Ajay Vasani (DIN: 08111804), Director cum Chief Financial Officer

  • This is a special resolution to increase Mr. Dewansh Vasani's remuneration from ₹18 lakh per annum to ₹24 lakh per annum, effective 23rd May 2026.
  • He serves as Director and CFO, and the remuneration is for his executive responsibilities.
  • He is entitled to commission, perquisites, and other benefits as approved by the board.
  • He is related to Mr. Atul Vasani (uncle) and Mrs. Jagruti Vasani (aunt).

Voting Process and Methods Used

The company is using a remote e-voting process facilitated by Central Depository Services (India) Limited (CDSL).

  • The e-voting period commences on Thursday, 04th June 2026 at 10:00 AM IST and ends on Friday, 03rd July 2026 at 5:00 PM IST.
  • The voting module will be disabled by CDSL after this period.
  • Members as of the cut-off date (22nd May 2026) can vote electronically. No physical ballot forms are being sent.
  • The company has appointed HD and Associates, Practicing Company Secretary, as the Scrutinizer to ensure a fair and transparent process.
  • Detailed instructions for e-voting are provided for shareholders holding shares in demat mode (via CDSL/NSDL) and physical mode (via CDSL's platform www.evotingindia.com).

Key Voting Outcomes

  • The results of the postal ballot will be announced on or before 5:00 PM IST on Tuesday, 07th July 2026.
  • The results will be submitted to the National Stock Exchange of India Limited and will be available on the company's website (https://www.vaishalipharma.com/) and CDSL's website (https://www.cdslindia.com/).
  • The scrutinizer will submit a report to the chairman after scrutinizing the votes, and the decision on the validity of votes will be final.
  • The document does not contain the actual voting results as the process is yet to be conducted.

Scrutinizer's Role and Findings

  • HD and Associates has been appointed as the scrutinizer.
  • The scrutinizer is responsible for conducting the postal ballot process in a fair and transparent manner.
  • The scrutinizer will validate the votes and submit a report to the chairman of the company.
  • The scrutinizer's decision on the validity of the votes will be final.
  • No findings are available yet as the voting has not commenced.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Section 110 of the Companies Act, 2013, and the Companies (Management and Administration) Rules, 2014.
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • Secretarial Standard on General Meetings (SS-2) issued by ICSI.
  • MCA Circulars including General Circular No. 14/2020, 17/2020, and 09/2024.
  • SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 regarding e-voting facilities.
  • The notice is being sent only through electronic mode to members whose email IDs are registered with the company/depositories as of the cut-off date.

Names and Roles of Signatories

  • The notice is signed by Vishwa Mekhia, Company Secretary Cum Compliance Officer.
  • The explanatory statement is also signed by Vishwa Mekhia, Company Secretary Cum Compliance Officer.

Other Relevant Financial and Procedural Information

  • The company's CIN is L52310MH2008PLC181632.
  • The company's RTA is Bigshare Services Private Limited.
  • Financial performance highlights provided in Annexure-IV for FY 2023-24 to FY 2025-26:
  • FY 2025-26: Total Revenue ₹11,260.76 lakh, Profit After Tax ₹403.17 lakh
  • FY 2024-25: Total Revenue ₹10,223.10 lakh, Profit After Tax ₹81.74 lakh
  • FY 2023-24: Total Revenue ₹8,831.33 lakh, Profit After Tax ₹71.89 lakh
  • The company has no foreign collaborations, and foreign shareholding was 0.34% as of 31st March 2026.
  • The notice includes detailed explanatory statements for each resolution as required by Section 102 of the Companies Act, 2013.
  • Annexures provide additional information on the directors seeking appointment/reappointment, including their qualifications, experience, and shareholding.