Notice of Postal Ballot of API Holding (PharmEasy) for FY24-25

Date: 14 August,2024

Notice is hereby given that the resolutions set out below are proposed for approval by the equity shareholders of API Holdings Limited (“Company”) (“Shareholders”) by means of Postal Ballot (“Postal Ballot Notice”), only by way of remote electronic voting (“e-voting”) process being provided by the Company to all its Shareholders to cast their votes electronically.

Shareholders may cast their votes during the period mentioned herein below:

Special Business

• ​To approve adoption of amended Articles of association of the Company.
• ​To approve appointment of and remuneration to Mr. Dhaval Shah (DIN: 07485688) as a Whole-time Director of the Company, liable to retire by rotation.
• To approve appointment of and remuneration to Mr. Hardik Dedhia (DIN: 06660799) as a Whole-time Director of the Company, liable to retire by rotation. ​
  
• To approve remuneration payable to Mr. Siddharth Shah, Managing Director and Chief Executive Officer of the Company from April 1, 2024 to March 31, 2025.
  
• To approve remuneration payable to Mr. Dharmil Sheth (DIN: 06999772) while he was Whole-time Director of the Company during financial year 2024-25.
  
• To approve remuneration payable to Mr. Harsh Parekh (DIN: 06661731) while he was Whole-time Director of the Company during financial year 2024-25.
  
• To approve modification of the terms and conditions for vesting of the Employee Stock Options under the API Employee Stock Option Pool 18.
  
• To approve change in the exercise price of the Employee Stock Options under the API Employee Stock Option Pool 21 which was created for the benefit of the employees only.
  
• To approve addition of 2,75,00,000 (Two Crore and Seventy Five Lakh) Employee Stock Options under the API Employee Stock Option Pool 25.
  
• To approve creation of API Employee Stock Option Pool 26 consisting of 45,00,00,000 (Forty Five Crore) Employee Stock Options.
  
• To approve creation of API Employee Stock Option Pool 27 consisting of 45,00,00,000 (Forty Five Crore) Employee Stock Options.
  
• To approve creation of API Employee Stock Option Pool 28 consisting of 64,50,00,000 (Sixty Four Crore Fifty Lakh) Employee Stock Options.
  
• To approve grant of Employee Stock Options to eligible employee(s) of the subsidiary company(ies) of the Company under API Holdings Limited – Employee Stock Option Plan 2020.
  
• To approve grant of Employee Stock Options to eligible employee(s), during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company under API Holdings Limited – Employee Stock Option Plan 2020.
  

Ordinary Business

• ​To appoint Dr. Ranjan Pai (DIN: 00863123) as a Director of the Company, liable to retire by rotation.
  
• To appoint Mr. Shyam Powar (DIN:01679598) as a Director of the Company, liable to retire by rotation.