Vaishali Pharma Ltd will receive ₹2,15,258 in cash from Kesar Pharma Ltd to align the consideration for a preferential allotment with a registered valuer's report. The adjustment addresses a discrepancy of ₹0.10 per share on 21,52,575 equity shares of Kesar Pharma Ltd acquired by the company. This ensures the transaction complies with the valuation determined by the Registered Valuer and applicable regulatory requirements.

The company's members had approved the issuance of up to 61,23,000 equity shares on a preferential basis to Kesar Pharma Ltd through a postal ballot on March 15, 2026. The approval was initially based on acquiring 21,52,575 equity shares of Kesar Pharma Ltd at a value of ₹56.89 per equity share. However, the valuation report later determined the value at ₹56.79 per equity share, creating the differential amount.

The following table outlines the financial details of the adjustment:

The aggregate differential amount of ₹2,15,258, calculated at ₹0.10 per share on the total shares acquired, will be received in cash from Kesar Pharma Ltd. Consequently, the consideration for the transaction stands adjusted to the extent of this amount. This disclosure was made pursuant to an observation received from the National Stock Exchange of India Limited in connection with the company's application for in-principle approval.

vaishali pharma has initiated a postal ballot process to seek shareholder approval for the re-appointment of three directors and a revision in remuneration for its Director cum Chief Financial Officer. The resolutions, which require special approval, pertain to the re-appointment of Mr. Pratik Vikram Jakhelia as an Independent Director, Mr. Atul Arvind Vasani as Managing Director, and Mrs. Jagruti Vasani as a Whole-Time Director, alongside a remuneration increase for Mr. Dewansh Ajay Vasani.

The Board of Directors, at its meeting held on May 23, 2026, approved the proposals based on the recommendations of the Nomination and Remuneration Committee. The re-appointments are for a term of five years, commencing from May 23, 2026, for the executive directors and from October 1, 2026, for the Independent Director. The remuneration revisions for Mr. Atul Arvind Vasani and Mrs. Jagruti Vasani exceed the limits prescribed under Schedule V of the Companies Act, 2013, necessitating shareholder consent via special resolution.

The company has engaged Central Depository Services (India) Limited (CDSL) to facilitate the remote e-voting process. The voting period begins at 10:00 A.M. IST on Thursday, June 4, 2026, and ends at 5:00 P.M. IST on Friday, July 3, 2026. Shareholders whose names appear in the Register of Members or Register of Beneficial Owners as on the cut-off date of May 22, 2026, are eligible to vote.

Remuneration Details

The postal ballot notice outlines specific remuneration structures for the directors seeking re-appointment and the proposed revision for the CFO. The remuneration for Mr. Atul Arvind Vasani is proposed to increase from ₹84 Lakhs per annum to ₹96 Lakhs per annum, while Mrs. Jagruti Vasani’s remuneration is set to rise from ₹24 Lakhs per annum to ₹30 Lakhs per annum.

The re-appointment of Mr. Pratik Vikram Jakhelia as an Independent Director is for a second term of five years, ending on September 30, 2031. He is not liable to retire by rotation and will be entitled to sitting fees and remuneration for attending Board and Committee meetings as approved by the Board.

Voting and Results

HD and Associates, Practicing Company Secretary, has been appointed as the Scrutinizer to ensure the conduct of the postal ballot is fair and transparent. The results of the postal ballot will be announced on or before 5:00 P.M. IST on Tuesday, July 7, 2026, and will be submitted to the stock exchanges within two working days of the conclusion of the e-voting period.

In compliance with Ministry of Corporate Affairs circulars, the notice is being sent only through electronic mode to members whose email addresses are registered with the company or depositories. The company has stated that hard copies of the postal ballot notice and forms will not be dispatched to members.