Vaishali Pharma : Extra Ordinary Meeting

December 12, 2022

To,

The Manager

National Stock Exchange of India Limited

Exchange Plaza, 5th Floor, Plot No. C/1,

1. Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051

Stock Code: VAISHALI

Sub: Notice of Extra Ordinary General Meeting of Vaishali Pharma Limited ("the Company")

Dear Sir/ Madam,

Pursuant to the applicable provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, we wish to inform you that the Notice of the Extra Ordinary General Meeting of the Shareholders of the Company, which has been scheduled to be held on Wednesday, January 04, 2023 at 12:00 Noon (IST) ("EGM"), are being mailed to the Shareholders, holding equity shares of the Company as on December 09, 2022 and whose email IDs are registered with the Company/Depositories, in compliance with the MCA and SEBI Circulars (Copy of the EGM Notice is attached).

The EGM notice is also uploaded on the website of the Company viz. [https://www.vaishalipharma.com/]

We request you to kindly take the above intimation on record.

Thanking you.

Yours faithfully,

For Vaishali Pharma Limited,

VISHWA BIPINBHAI MEKHIA

Digitally signed by VISHWA BIPINBHAI MEKHIA

DN: c=IN, o=Personal, postalCode=400064, st=Maharashtra, serialNumber=FA5040B8201CBFC67B1 23D0D6135EEE19949B54168B2156228 E4F1A496F012E8, cn=VISHWA

BIPINBHAI MEKHIA

Date: 2022.12.12 12:07:28 +05'30'

Vishwa Mekhia

Company Secretary & Compliance Officer

Place: Mumbai

NOTICE OF EXTRA ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting of the Members of Vaishali Pharma Limited ('the Company') will be held on January 04, 2023 at 12:00 Noon (IST) through Video conferencing ('VC')/Other Audio-Visual Means ('OAVM') to transact the following business:

ITEM NO 1:

ISSUE OF SECURITIES ON A PREFERENTIAL BASIS

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 and applicable rules made thereunder, including the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other rules and regulations made thereunder (including any amendment(s), statutory modification(s) or re-enactment(s) thereof), ('the Act'), the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ('ICDR Regulations'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the listing agreements entered into by the Company with the National Stock Exchange of India Limited, the applicable provisions of the Foreign Exchange Management Act, 1999, including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof, and the Foreign Exchange Management (Non- debt Instruments) Rules, 2019, as amended, and subject to other applicable Rules / Regulations / Guidelines / Notifications / Circulars and clarifications issued thereunder, if any, from time to time by the Government of India, Ministry of Corporate Affairs ('MCA'), the Securities and Exchange Board of India, the Reserve Bank of India and/ or any other competent authorities to the extent applicable, and subject to all necessary approval(s), consent(s), permission(s) and/ or sanction(s), if any, of any third parties, statutory or regulatory authorities including the National Stock Exchange of India Limited ('Stock Exchange'), as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as 'Board' which term shall be deemed to include any duly constituted/ to be constituted Board of Directors thereof to exercise its powers including powers conferred under this resolution), the consent of the members of the Company be and is hereby accorded to offer, issue and allot from time to time in one or more tranches of upto 25,00,000 (Twenty five lakhs) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of ₹ 10/- each ('Warrants'), which may be exercised in one or more tranches during the period commencing from the date of allotment of the Warrants until expiry of 18 (Eighteen) months, to to persons / entity listed below ("Warrant Holder(s)"

• "Proposed Allottee(s)"), by way of preferential issue in accordance with the terms of the Warrants as stipulated in explanatory statement and on such other terms and conditions as set out herein, subject to applicable laws and regulations, including the provisions of Chapter V of the ICDR Regulations and the Act, at a price of ₹ 121.82/- ('Warrants Issue Price'):

SR.	NAME AND DETAILS OF	CATEGORY (PROMOTER /	MAXIMUM NO OF WARRANTS
NO	PROPOSED ALLOTTEES	PROMOTER GROUP	IN THE COMPANY TO BE
			ALLOTTED (upto)
1	Atul Arvind Vasani	Promoter	8,52,000
2	Jagruti Atul Vasani	Promoter	2,00,000
3	Dewansh Ajay Vasani	Promoter Group	1,00,000
4	Priyanka Atul Vasani	Promoter Group	1,00,000
5	Kevin Atul Vasani	Promoter Group	50,000
6	Sandeep Gunvantrai Oza	Non-Promoter	1,00,000
7	Archana Sandeep Oza	Non-Promoter	75,000
8	Kirit Chimanlal Tolia	Non-Promoter	1.00,000
9	Nina Dilip Parikh	Non-Promoter	7,500

10	Parikh Hariyali Vishal	Non-Promoter	7,500
11	Vishal D Parikh	Non-Promoter	8,000
12	Kusum Dinesh Sagar	Non-Promoter	25,000
13	Sonal Sanjay Mirani	Non-Promoter	2,00,000
14	Ketan Chhaganlal Patel	Non-Promoter	1,00,000
15	Dharmil Rahesh Modi	Non-Promoter	1,00,000
16	Aashna Umesh Hegde	Non-Promoter	1,00,000
17	Rumit Bharatbhai Gopani	Non-Promoter	50,000
18	Rajvi Krupal Shah	Non-Promoter	25,000
19	Sagar Deepak Kothari	Non-Promoter	50,000
20	Sanjay Girdharlal Mirani	Non-Promoter	2,00,000
21	Bhavik Dolatrai Mehta	Non-Promoter	10,000
22	Radha Bhavik Mehta	Non-Promoter	10,000
23	Roopa Dolatray Mehta	Non-Promoter	10,000
24	Sheetal Parag Mehta	Non-Promoter	10,000
25	Parag Dolatray Mehta	Non-Promoter	10,000
		TOTAL (upto)	25,00,000

RESOLVED FURTHER THAT in terms of the provisions of ICDR Regulations, the 'Relevant Date' for the

purpose of determination of minimum price for the issue and allotment of Warrants, in accordance with the provisions of Regulation 161 of the ICDR Regulations, shall be December 05, 2022, being the date 30 (thirty) days prior to the date of this Extraordinary General Meeting.

RESOLVED FURTHER THAT the minimum price of the Warrants so issued shall not be less than the price arrived at in accordance with Chapter V of the SEBI (ICDR) Regulations for preferential issue, being the highest of the following:

1. ₹ 99.73 - being the volume weighted average of the Company's shares quoted on the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange with higher trading volumes for the said period) during the period of 90 trading days preceding the Relevant Date; or
2. ₹ 121.82 - being the volume weighted average of the Company's shares quoted on the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange with higher trading volumes for the said period) during the period of 10 trading days preceding the Relevant Date.

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Warrants and Equity Shares to be allotted on exercise of Warrants under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

1. The Warrant holder shall, subject to the ICDR Regulations and other applicable rules, regulations and laws, be entitled to apply for and be allotted 1 (one) equity share against each Warrant.
2. Minimum amount of ₹ 7,61,37,500/- (Rupees Seven Crore Sixty-One Lakh Thirty-Seven Thousand Five Hundred), which is equivalent to 25% of the Warrants Issue Price shall be paid at the time of subscription and allotment of each Warrant. An amount equivalent to 25% of the Issue Price payable at the time of subscription and allotment of each Warrant by Mr. Atul Arvind Vasani shall be converted/ adjusted against the existing debt.
3. The balance 75% of the Warrant Price shall be payable by the Warrant holder against each Warrant at the time of allotment of Equity Shares, if and when the right attached to Warrant(s) to subscribe for the Equity Share(s) is exercised. The balance 75% payable by Mr. Atul Arvind Vasani, will be first adjusted against the then outstanding debt and balance, if any will be payable in cash. The amount paid against Warrants shall be adjusted / set-off against the issue price for the resultant Equity Shares
4. The Warrants shall be allotted within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Warrants is subject to receipt of any approval or permission from any regulatory authority or Government of India, the

allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions;

1. The right attached to Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 (eighteen) months from the date of allotment of the Warrants by issuing a written notice ('Conversion Notice') to the Company specifying the number of Warrants proposed to be converted and the date designated as the specified conversion date ('Conversion Date'). The Company shall accordingly, without any further approval from the Members, allot the corresponding number of equity shares in dematerialized form on the Conversion Date mentioned in the Conversion Notice, subject to receipt of the relevant Warrant exercise amount by the Warrant holder to the designated bank account of the Company.
2. The tenure of Warrants shall not exceed 18 (eighteen) months from the date of allotment of Warrants. If the entitlement against the Warrants to apply for the equity shares of the Company is not exercised by the Warrant holder within the aforesaid period of 18 (eighteen) months, the entitlement of the Warrant holder to apply for equity shares of the Company along with the rights attached thereto shall expire and any amount paid by the Warrant holder on such Warrants shall stand forfeited by the Company.
3. The Warrants proposed to be issued shall be subject to appropriate adjustment, if during the interim period, the Company makes any issue of equity shares by way of capitalisation of profits or reserves, upon demerger / realignment, rights issue or undertakes consolidation / sub- division / re-classification of equity shares or such other similar events or circumstances requiring adjustments as permitted under SEBI (ICDR) Regulations and all other applicable regulations from time to time;
4. The Company shall re-compute the price of the Warrants / Equity Shares issued on conversion of Warrants in terms of the provisions of SEBI (ICDR) Regulations, where it is required to do so and the differential price, if any, shall be required to be paid by such warrant Holder to the Company in accordance with the provisions of SEBI (ICDR) Regulations;
5. The equity shares to be allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and shall be fully paid up and rank pari passu with the then existing equity shares of the Company in all respects (including the payment of dividend and voting rights) from the date of allotment thereof.
6. The Warrants allotted in terms of this resolution and the resultant equity shares arising on exercise of rights attached to such Warrants shall be subject to lock-in as specified in the provisions of Chapter V of the ICDR Regulations.
7. The Warrants by itself, until exercised and converted into equity shares, shall not give the Warrant holders any rights with respect to that of an equity shareholder of the Company.
8. The equity shares allotted upon conversion of the Warrants will be listed on the Stock Exchange(s) where the existing equity shares of the Company are listed, subject to the receipt of necessary permissions and approvals, as the case may be.

RESOLVED FURTHER THAT pursuant to the provisions of the Act, the name of the Proposed Allottee be recorded for the issuance of invitation to subscribe to the Warrants and a private placement offer letter in Form No. PAS-4 together with an application form be issued to the Proposed Allottee inviting them to subscribe to the Warrants and the complete record of private placement be maintained in Form PAS-5.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board, Key Managerial Personnel, be and is hereby severally authorised on behalf of the Company to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation to vary, modify or alter any of the relevant terms and conditions, attached to the Warrants to be allotted to the Proposed Allottee, effecting any modifications, changes, variations, alterations, additions and/or deletions to the preferential issue as may be required

by any regulatory or other authorities involved in or concerned with the issue and allotment of the Warrants, making applications to the stock exchange for obtaining in-principle approvals, filing requisite documents with the MCA, Stock Exchange and other regulatory authorities, filing of requisite documents with the depositories, to resolve and settle any questions and difficulties that may arise in the preferential offer, issue and allotment of Warrants without being required to seek any further consent or approval of the members of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of its powers conferred upon it by this resolution, to any director(s), committee(s), executive(s), officer(s), company secretary or authorized signatory(ies) to give effect to this resolution, including execution of any documents on behalf of the Company and to represent the Company before any governmental or regulatory authorities and to appoint any professional advisors, bankers, consultants, advocates and advisors to give effect to this resolution and further to take all other steps which may be incidental, consequential, relevant or ancillary in this regard."

By the order of Board of Directors

For Vaishali Pharma Limited

	Sd/-
	Vishwa Mekhia
Place: Mumbai	Company Secretary
Date: December 12, 2022	Membership No. ACS - 62287