^{}[] Lyka Labs Limited

^{}[] Corporate Office : Ground Floor, Spencer Building, 30, Forjett Street, Grant Road (West), Mumbai - 400 036. Phone : 022 6611 2200 / 244 /290 • Website : www.lykalabs.com • Email : [email protected]

^{}[] LYKA Healthcare through Innovation

$17^{\text{th}}$ July, 2026

BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai- 400 001

National Stock Exchange of India Limited
Exchange Plaza,
Bandra Kurla Complex, Bandra (East),
Mumbai - 400 051

Scrip Code: 500259
Dear Sir,

Scrip Code: LYKALABS

Sub: Notice of the 47th Annual General Meeting (the AGM) of the Company for FY 2025-26

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith is the Notice along with the Explanatory Statement of the $47^{\text{th}}$ AGM of the Company scheduled to be held on Monday, the $10^{\text{th}}$ August 2026 at 12:30 p.m. (IST) through Video Conferencing (VC) / Other Audio-Visual Means. The said Notice forms part of the Annual Report 2025-26 which is being sent through electronic mode to the Members. The Annual Report containing the Notice of the AGM is also available on the website of the Company at www.lykalabs.com

This is for your information and records.

Thanking you,

Yours faithfully,

For Lyka Labs Limited

SHAILEND
Digitally signed by
SHAILENDRA
RA KUMAR
KUMAR AGRAWAL
AGRAWAL
Date: 2026.07.17
07:04:54 +05'30'

Shailendra Kumar Agrawal
Company Secretary and Compliance Officer
Encl.: as above

^{}[] Regd. Office : 4801 / B & 4802 / A, G.I.D.C. Industrial Estate, Ankleshwar - 393 002. Phone : 02646 221422 / 220549 • Fax : 02646 250692 CIN L24230GJ1976PLC008738

^{}[] Lyka Labs Limited

NOTICE is hereby given that 47th Annual General Meeting (the AGM) of the Members of Lyka Labs Limited will be held on Monday, the 10th August, 2026 at 12:30 P.M. through Video Conferencing (VC)/ Other Audio Visual Means (OVAM) to transact the following businesses:

ORDINARY BUSINESS:

1. Adoption of Audited Financial Statements and Reports thereon:
   a. the Audited Financial Statements of the Company for the financial year ended on 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon; and
   b. the Audited Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2026 together with the Report of the Auditors thereon.

2. Appointment of Director in place of those retiring by rotation

To appoint a Director in place of Mr. Shashil Philip Mendonsa, (DIN: 09667654) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. Ratification of Remuneration of Cost Auditor for FY 2025-2026

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 Rule 14 of Companies (Audit and Auditors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, the remuneration payable to Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants (Firm Registration No: 005417), appointed by the Board of Directors of the Company as the Cost Auditors to conduct the audit of the cost accounting records of the Company for the financial year ending 31st March, 2026, amounting to Rs. 1,60,000/- (Rupees One Lakh Sixty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, in connection with the said audit, be and is hereby ratified and confirmed;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors and Key Managerial Personnel be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion deemed necessary, proper or desirable and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to the foregoing resolution.”

1. Ratification of Remuneration of Cost Auditor for FY 2026-27

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 Rule 14 of Companies (Audit and Auditors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, the remuneration payable to Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants (Firm Registration No: 005417), appointed by the Board of Directors of the Company as the Cost Auditors to conduct the audit of the cost accounting records of the Company for the financial year ending 31st March, 2027, amounting to Rs. 1,60,000/- (Rupees One Lakh Sixty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses, in connection with the said audit, be and is hereby ratified and confirmed;

^{}[] LXAA

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion deemed necessary, proper or desirable and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to the foregoing resolution."

1. Approval of Material Related Party Transactions with IPCA Laboratories Limited for the Financial Year 2026-27

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Section 188 of the Companies Act, 2013 ("Act") read with the Rules made thereunder, Regulation 23 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the applicable SEBI Circulars issued from time to time, including the Industry Standards on 'Minimum Information to be provided for Review of the Audit Committee and Shareholders for Approval of Related Party Transactions', Secretarial Standard-2 issued by the Institute of Company Secretaries of India, the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and subject to such statutory, regulatory and other approvals, consents, permissions and sanctions as may be necessary, and pursuant to the prior approval of the Audit Committee and recommendation of the Board of Directors of the Company, approval of the Members be and is hereby accorded to enter into and/or continue to enter into one or more contract(s), arrangement(s) and/or transaction(s) (whether by way of an individual transaction or transactions taken together or a series of transactions), including any renewal(s), continuation(s), modification(s) or extension(s) thereof, with IPCA Laboratories Limited ("IPCA"), a Promoter of the Company and a Related Party within the meaning of the Act and the SEBI Listing Regulations, during the Financial Year 2026-27, for an aggregate value not exceeding ₹75,00,00,000 (Rupees Seventy Five Crores only), on such terms and conditions as may be mutually agreed between the parties, in connection with any one or more of the following transactions:

a. sale, purchase or supply of raw materials, APIs, finished goods, packing materials, capital goods, plant and machinery or other goods;
b. contract manufacturing, loan licence manufacturing and other manufacturing arrangements;
c. rendering and/or availing of services;
d. sale, purchase, lease, transfer or disposal of movable assets;
e. placement and acceptance of Inter-Corporate Deposits together with payment or receipt of interest thereon;
f. such other operational or commercial transactions as may be necessary in the ordinary course of business;

provided that all such transaction(s) shall be undertaken in the ordinary course of business, on an arm's length basis, on commercially competitive terms and in the best interests of the Company.

RESOLVED FURTHER THAT the aforesaid transaction(s) shall be subject to periodic review by the Audit Committee in accordance with the applicable provisions of the SEBI Listing Regulations, the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and such other applicable laws as may be in force from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorised to determine, finalise, amend, vary, modify, renew, extend or revise the detailed terms and conditions of the aforesaid transaction(s),

^{}[] Lyka Labs Limited

including the pricing methodology, commercial terms, quantity, specifications, delivery schedule, payment terms, tenure, security, interest rates, value, timing and all other incidental matters, provided that such modifications are in conformity with the applicable provisions of the Act, the SEBI Listing Regulations, the Company's Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions and other applicable laws;

RESOLVED FURTHER THAT the Board and/or the Audit Committee be and are hereby authorised to review and monitor the aggregate value and execution of the aforesaid transaction(s) on a periodic basis and to take all such actions as may be necessary to ensure continued compliance with the applicable provisions of law;

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred by this Resolution to the Audit Committee or any Committee of the Board or to any Director, Managing Director, Chief Financial Officer, Company Secretary or any other officer(s) of the Company, as may be considered necessary, to do all such acts, deeds, matters and things, execute all such agreements, contracts, documents, writings and instruments, settle any questions, difficulties or doubts that may arise and take all such steps as may be necessary, desirable or expedient to give effect to this Resolution without requiring any further approval of the Members of the Company."

By Order of the Board of Directors

sd/-

Shailendra Kumar Agrawal

Company Secretary

Mumbai, 25th May 2026

CIN: L24230GJ1976PLC008738

Registered Office:

4801/B & 4802/A,

GIDC Industrial Estate, Ankleshwar, Gujarat – 393 002

^{}[] DYNA

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act) setting out material facts concerning the business under Item Numbers 3 to 5 of the accompanying Notice is annexed hereto. The Board of Directors of the Company at its meeting held on 25th May, 2026 considered that the Special Business under Item Numbers 3 to 5 being considered unavoidable, be transacted at the 47th Annual General Meeting (the AGM/ the Meeting) of the company.

2. The Ministry of Corporate Affairs ('MCA') vide its General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 21/2021, 10/2022, 09/2023 and 09/2024 dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 14, 2021, December 28, 2022, September 25, 2023, September 19, 2024 and September 22, 2025 respectively ('MCA Circulars'), and Securities and Exchange Board of India ("SEBI") vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, circular no. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, circular SEBI/HO/CFD/CFD-2/P/CIR/2023/167 dated October 07, 2023 followed by SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 (collectively "SEBI Circulars"), had permitted companies to conduct AGM through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'), subject to compliance of various conditions mentioned therein. In compliance with the aforesaid MCA Circulars and SEBI Circulars and the applicable provisions of Companies Act, 2013 and rules made there under, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the 47th AGM of the Company is being convened and conducted through VC/OAVM Facility, which does not require physical presence of Members at a common venue. The Company has availed the facility of National Securities Depository Limited (NSDL) for convening the 47th AGM through VC/OAVM, a detailed process in which the members can attend the AGM through VC/OAVM forms part of this Notice.

To comply with the provisions of Regulation 44 of the SEBI Listing Regulations, Company is also providing one way live webcast of the proceedings of AGM which can be viewed on website of the Company at www.lykalabs.com

The Deemed Venue for the 47th AGM shall be the Registered office of the Company.

1. The Company has engaged National Securities Depository Limited (NSDL), to provide the VC facility for conducting the AGM and for voting through remote e-voting and e-voting at the AGM. The procedure for participating in the Meeting through VC/OAVM, forms part of this Notice.

2. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of the Members has been dispensed with and, therefore there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip and Route Map of the AGM are not annexed to this Notice.

3. The Members can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The Members will be able to view the live proceedings by logging into the NSDL e-voting website at www.evoting.nsdl.com The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested,

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^{}[] Lyka Labs Limited

maintained under Section 189 of the Act, and relevant documents referred to in the Notice of this AGM will be available electronically (scanned copy) for inspection by the Members during the AGM. Members seeking to inspect such documents can send an email to [email protected] by mentioning name and Folio number/DP ID and Client ID.

1. Pursuant to Regulation 46 of the Annual Report has been uploaded on the website of the Company at www. www.lykalabs.com. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited, www.bseindia.com, National Stock Exchange of India Limited, www.nseindia.com and is also available on the website of e-voting agency i.e. NSDL at www.evoting.nsdl.com. Additionally, in accordance with Regulation 36(1) (b) of the SEBI Listing Regulations, the Company also sending a letter to Members whose e-mail ids are not registered with the Company / RTA/ DP/ providing a web-kink of Company's weblink from where the complete details of the Annual Report 2025-26 is available.

2. The Register of Members and Transfer Books of the Company will be closed from Tuesday, the 4th August, 2026 to Monday, the 10th August, 2026 (both days inclusive) for the purposes of the AGM or any adjournment thereof.

3. To support the "Green Initiative", Members who have not registered their email addresses are requested to register the same with the Company's Registrar Transfer Agent (RTA) /their DP, in respect of shares held in physical/electronic mode respectively.

4. In accordance with Regulation 40(1) of the SEBI Listing Regulations, as amended, the Company has stopped accepting any fresh transfer requests for securities held in physical form. Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialisation.

5. However, pursuant to the Sections 112 and 113 of the Act, representatives of the Members of the body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

6. The attendance of the Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

7. Institutional/ Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/ Authorization etc., authorizing its representative to attend the AGM through VC/ OAVM and vote on its behalf. The said Resolution/ Authorization shall be sent to Company at [email protected].

8. The Board has appointed Mr. Kaushal Doshi of Messrs Kaushal Doshi & Associates, Practicing Company Secretary (CP 13143) as a scrutinizer (the 'Scrutinizer') to scrutinize the voting and e-voting process in a fair and transparent manner.

The results of voting will be declared and published, along with consolidated Scrutinizer's Report, on the website of the Company at www.lykalabs.com and on the NSDL website at www.evoting.nsdl.com and the same shall also be simultaneously communicated to the BSE Limited and the National Stock Exchange of India Limited within two working days from the conclusion of the AGM.

1. The Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company's RTA i.e. MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) at [email protected] The Members are requested to submit request letter mentioning the Folio No. and Name of the Shareholder along with the scanned copy of the Share Certificate (front and back) and self-attested copy of PAN card for updation of email address.

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^{}[] D&A

1. The Members who would like to express their views/have questions may send their questions in advance at least 10 days before the AGM mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the Company suitably.

2. Voting through Electronic means

In compliance with provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, Secretarial Standards-2 on General Meetings issued by ICSI and Regulation 44 of the SEBI Listing Regulations, as amended from time to time the Company is pleased to provide the Members facility of 'remote e-voting' (e-voting from a place other than venue of the AGM) to exercise their right to vote in respect of business to be transacted as mentioned in the Notice of the AGM.

The facility for voting, through electronic voting system shall also be made available during the AGM. The Members attending the meeting, through VC/OAVM facility and who have not already cast their vote through remote e-voting shall be eligible to vote through e-voting system in the AGM. The Members who have already cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.

The remote e-voting period begins on Thursday, the 6th August, 2026 at 9:00 A.M. and ends on Sunday, the 9th August, 2026 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Monday, the 3rd August, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, i.e. Monday the 3rd August, 2026.

Any person, holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he/she is already registered with NSDL for remote e-voting, then he/she can use his/her existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or contact at 022-48867000. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Monday, the 3rd August, 2026 may follow steps mentioned in the Notice of the AGM under "Access to NSDL e-voting system".

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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^{}[] Lyka Labs Limited

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https:// eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.eVoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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^{}[] LXA

Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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^{}[] Lyka Labs Limited

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

1. Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

^{}[] LXA

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
   a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
   b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
   c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
   d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

2. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

3. Now, you will have to click on “Login” button.
4. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for the Members

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to [email protected]

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

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EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013 (the Act), the following Explanatory Statement sets out all material facts relating to the businesses mentioned under Item Numbers 3 4, and 5 of the accompanying Notice dated 25th May, 2026.

Item Number - 3

Messrs Rajaram Madhav Walavalakar & Co, Cost Accountants (Firm Registration No.: 003584), were the Cost Auditors of the Company duly appointed for audit of the cost records maintained by the Company, for applicable products, for the financial year ending 31st March 2026, at a remuneration not exceeding Rs 1,60,000/- (Rupees One Lakhs Sixty Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses at actuals, if any, incurred in connection with the audit.

Messrs Rajaram Madhav Walavalakar & Co, Cost Accountants (Firm Registration No.: 003584) vacated the office as the Cost Auditors due to resignation with effect from 5th March, 2026.

In terms of the provisions of the Act, the resulting vacancy shall be filled by the Board of Directors within thirty days of its occurrence. The Board of Directors of the Company at its meeting held on 31st March, 2026, based on the recommendation of the Audit Committee, appointed Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants (Firm Registration No: 005417), as the Cost Auditors in casual vacancy for the audit of the cost records maintained by the Company for the financial year ending 31st March 2026, at a remuneration not exceeding Rs 1,60,000/- (Rupees One Lakhs Sixty Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses at actuals, if any, incurred in connection with the audit.

The overall remuneration proposed to be paid to the Cost Auditors for the financial year ending 31st March 2026 is commensurate to the scope of the audit to be carried out by the Cost Auditors and is in line with the guidelines issued by the Institute of Cost Accountants of India.

Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants, have confirmed that they hold a valid certificate of practice under Section 6(1) of the Cost and Works Accountants Act, 1959 and are free from any disqualifications specified under the provisions of the Act.

In accordance with the provisions of Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to Cost Auditors is required to be ratified by the Members of the Company.

Accordingly, approval of the Members is sought for ratification of the remuneration payable to the Cost Auditors.

None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the proposed Ordinary Resolution set out at Item Number 3 of the accompanying Notice.

The Board of Directors recommends the Resolution set out at Item Number 3 of the accompanying Notice for approval by the Members of the Company.

Item Number - 4

The Board of Directors, on the recommendation of the Audit Committee, approved the appointment and remuneration of Messrs Nidhi Subhash Tibrewala & Co., Cost Accountants (Firm Registration No: 005417) as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year ended 31st March, 2027.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 (the Act) read with Rule 14 the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors, as recommended by the Audit Committee and approved by the Board of Directors, is required to be ratified by the Members.

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The remuneration payable to Messrs Nidhi Subhash Tibrewala & Co., Cost Auditors of the Company for conducting the audit of the cost records for the financial year ending 31st March 2027, as recommended by the Audit Committee and approved by the Board of Directors at its meeting held on 31st March 2026, is Rs. 1,60,000 /-(Rupees One Lakhs Sixty Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses.

Accordingly, approval of the Members is sought for ratification of the remuneration payable to the Cost Auditors.

None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the proposed Ordinary Resolution set out at Item Number 4 of the accompanying Notice.

The Board of Directors recommends the Resolution set out at Item Number 4 of the accompanying Notice for approval by the Members of the Company.

Item Number - 5

Pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), all material related party transactions and subsequent material modifications thereto require prior approval of the Audit Committee, the approval of the Members of the Company by way of an Ordinary Resolution. A transaction with a related party shall be considered material, if the transaction(s) to be entered into, individually or taken together with previous transactions, during a financial year, exceeds the limits as prescribed under Schedule XII of the Listing Regulations. For the Company, this threshold limit is 10% of the annual consolidated turnover of the Company as per the last audited financial statements. This provision is applicable even if the transactions are in the ordinary course of the business of the Company and at an arms' length basis.

It is in the context that the Resolution at Item No. 5 is proposed for the approval of the Members of the Company.

IPCA Laboratories Limited ("IPCA") is a Promoter of the Company and is a Related Party within the meaning of the Companies Act, 2013 ("Act") and the SEBI Listing Regulations.

In the ordinary course of its business, the Company enters into various operational and commercial transactions with IPCA. These transactions, inter alia, include sale, purchase and supply of raw materials, active pharmaceutical ingredients (APIs), intermediates, finished formulations, packing materials, capital goods and other goods, contract manufacturing and loan licence manufacturing arrangements, rendering and/or availing of services, placement and acceptance of Inter-Corporate Deposits together with payment or receipt of interest thereon and such other operational transactions as may be required from time to time.

The proposed transactions are integral to the Company's business operations and are expected to facilitate continuity of business operations, uninterrupted procurement and supply of pharmaceutical products and raw materials, optimum utilisation of manufacturing facilities, contract manufacturing arrangements, improved operational efficiencies, effective working capital management and sustainable business growth. The proposed transactions are expected to create long-term value for the Company and its shareholders.

The Members may note that the proposed transactions are intended to be undertaken in the ordinary course of business and on an arm's length basis and, accordingly, do not require approval under Section 188 of the Act. However, since the aggregate value of the proposed transactions is expected to exceed the materiality threshold prescribed under Regulation 23 of the SEBI Listing Regulations, approval of the Members by way of an Ordinary Resolution is being sought.

The Audit Committee has reviewed all the information placed before it in accordance with Regulation 23 of the SEBI Listing Regulations, the applicable SEBI Circulars and certificate provided by the Managing Director & CEO and CFO of the Company as required under the Industry Standards Note issued by the SEBI vide its circular dated June 26, 2025 relating to the proposed transactions. After considering, inter alia, the commercial rationale, pricing methodology, arm's length basis, ordinary course of business criteria, financial implications

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and the overall benefit of the proposed transactions to the Company and its shareholders, the Audit Committee, after satisfying itself that the proposed transactions are in the ordinary course of business, on an arm's length basis and in the best interests of the Company, accorded its prior approval and recommended the same to the Board of Directors.

The Board of Directors, after considering the recommendation of the Audit Committee, is of the opinion that the proposed transactions are in the ordinary course of business, on an arm's length basis and in the best interests of the Company and its shareholders. Accordingly, the Board recommends the Ordinary Resolution set out at Item No. 5 of the accompanying Notice for approval by the Members.

The consideration for the proposed transactions shall be determined on an arm's length basis having regard to prevailing market prices, internal and external Comparable Uncontrolled Price (CUP), quotations obtained from independent third parties, negotiated commercial terms, cost-plus methodology or such other generally accepted pricing methodologies, as may be applicable to the nature of the transactions, so as to ensure that the terms are no less favourable than those available in comparable transactions with unrelated parties.

The approval sought under the proposed Resolution is an enabling approval for entering into and/or continuing the aforesaid transactions with IPCA during the Financial Year 2026-27 for an aggregate value not exceeding ₹75,00,00,000 (Rupees Seventy Five Crores only).

The information required to be disclosed pursuant to Regulation 23 of the SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 and the applicable Industry Standards is set out in Annexure – A to this Explanatory Statement.

In accordance with Regulation 23 of the SEBI Listing Regulations, all Related Parties, irrespective of whether they are parties to the proposed transaction(s) or not, shall abstain from voting on the Ordinary Resolution set out at Item No. 5 of the accompanying Notice.

Mr. Prashant Godha, being an Executive Director of IPCA Laboratories Limited and a Non-Executive Director of the Company, and Mr. Shashil Mendonsa, being an employee of IPCA Laboratories Limited and its Nominee Director on the Board of the Company, may be deemed to be concerned or interested, financially or otherwise, in the proposed Ordinary Resolution.

Save as aforesaid, none of the other Directors, Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the proposed Ordinary Resolution, except to the extent of their respective shareholding, if any, in the Company.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 5 of the accompanying Notice for approval by the Members.

Pursuant to the SEBI Circular dated June 26, 2025, the Minimum Information relating to the proposed related party transaction(s) to be provided to the shareholders.

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Annexure A

Details of proposed transactions with IPCA being a related party of the Company, including the information pursuant to Clause 4 of the Standards read with applicable laws and as placed before the Audit Committee for consideration while seeking prior approval of the proposed RPT are provided below:

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Details of Directors Retiring by Rotation and Seeking Re-appointment

(In pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard -2 on General Meeting):