Aurobindo Pharma Limited has issued a postal ballot notice seeking shareholder approval for the appointment of Dr. Punita Kumar Sinha as Independent Director. The notice, dated February 9, 2026, was communicated to stock exchanges under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Appointment Details

The company proposes to appoint Dr. Punita Kumar Sinha (DIN: 05229262) as Independent Director for a period of three consecutive years. The appointment term extends from February 9, 2026 to February 8, 2029, with the director not liable to retire by rotation.

Voting Schedule and Process

The postal ballot process follows a structured timeline with specific dates for member participation. Only electronic voting will be conducted, with no physical ballot forms being distributed to shareholders.

Members whose names appear on the Register of Members or List of Beneficial Owners as on February 20, 2026 are eligible to participate in the e-voting process. The company has engaged KFin Technologies Limited as the Registrar and Share Transfer Agent for facilitating the remote e-voting facility.

Director Profile and Qualifications

Dr. Punita Kumar Sinha brings extensive experience in capital markets and corporate governance. She is a seasoned global investor with over three decades of experience and formerly served as Senior Managing Director and CIO at Blackstone Asia Advisors, where she managed some of the largest India-focused funds globally.

Educational Qualifications:

• PhD and Master's in Finance from Wharton School, University of Pennsylvania
• Chemical Engineering degree from IIT Delhi
• CFA charterholder

Professional Experience:

• Currently serves as Independent Director on boards of several leading companies
• Has chaired key board committees including Audit, Nomination & Remuneration, Risk, CSR, and Stakeholders' Relationship Committees
• Brings deep expertise in ESG, investment management, and governance
• Recipient of Distinguished Alumni Award from IIT Delhi
• Recipient of Best Woman Director Award from Asian Centre for Corporate

Current Board Positions

Dr. Sinha currently holds directorships in multiple listed and unlisted companies, demonstrating her extensive governance experience across various sectors.

Listed Company Directorships:

• One Mobikwik Systems Limited
• Tata Capital Limited
• Aadhar Housing Finance Limited
• Ventive Hospitality Limited

Key Committee Roles:

• Serves as Chairperson of various committees including Nomination & Remuneration, Corporate Social Responsibility, and Stakeholders Relationship Committees
• Active member of Audit and Risk Management Committees across multiple organizations

Regulatory Compliance

The appointment follows all regulatory requirements under the Companies Act, 2013 and SEBI regulations. Dr. Sinha has provided necessary declarations confirming her independence criteria and eligibility for the position. The Board of Directors appointed MRR & Associates, Company Secretaries, represented by Mr. A. Mohan Rami Reddy as Scrutinizer for conducting the postal ballot process.

The company has confirmed that Dr. Sinha is not disqualified under Section 164(2) of the Companies Act and meets all independence criteria as specified under Section 149(6) of the Act and SEBI Listing Regulations. She has also confirmed compliance with the Independent Directors databank registration requirements maintained by the Indian Institute of Corporate Affairs.

Aurobindo Pharma Limited has received orders from the GST Department demanding recovery of refunds totaling ₹169.84 crore, related to alleged erroneous Input Tax Credit (ITC) refunds claimed by the company's Export Oriented Unit (EOU) Unit 3 during September 2022 to December 2022.

GST Department Orders and Disputed Amount

The Additional Commissioner of Central Tax, Ranga Reddy GST Commissionerate, Hyderabad, passed four orders under the Central Goods and Services Tax Act, 2017, alleging erroneous refund of accumulated ITC under Rule 89 of CGST Rules. The company received these orders on February 18, 2026.

Nature of Dispute

The dispute centers around Aurobindo Pharma's EOU Unit 3, which claimed refund of accumulated ITC for zero-rated supply of goods made without payment of tax under Letter of Undertaking (LUT). The GST Department initially sanctioned these refunds after verifications, considering the company's declaration that there were no domestic supplies of exported goods from the unit.

However, the Department later challenged the refund sanction orders before the Additional Deputy Commissioner (Appeals, Hyderabad), stating that similar products exist in the domestic market manufactured by other manufacturers. The Department argued that the refund sanctioning authority failed to consider the value of these similar products while determining the eligible refund amount.

Legal Proceedings and Company's Position

The Additional Deputy Commissioner (Appeals) passed an Order-in-Appeal (OIA) in favor of the GST Department in 2023. In response, Aurobindo Pharma has filed Writ Petitions against the OIA and challenged the validity of Rule 89(4)(C) of the CGST Rules in the Telangana High Court. These petitions remain pending for disposal.

The company contends that it does not have domestic supplies of goods exported from its EOU Unit 3, with only scrap sales occurring domestically. Aurobindo Pharma argues that even if the value of goods available in the domestic market is considered, the eligible ITC refund would not significantly impact the refund already sanctioned.

Regulatory Context and Precedent

A significant legal precedent supports the company's position. The Karnataka High Court in the case of M/s. Tonbo Imaging India Pvt Ltd (Writ Petition No. 13185 of 2020, decided on February 16, 2023) quashed the condition of comparing domestic value of like goods with exported goods, holding it as ultra vires the provisions of the Central Goods and Services Tax Act, 2017.

Financial Impact and Next Steps

Aurobindo Pharma has stated that there is no material impact on the company's financials or operations due to these orders. The Department issued protective demand Show Cause Notices (SCNs) for the months September 2022 to December 2022 to safeguard revenue.

The company plans to file an appeal before the Commissioner of Central Tax (Appeals), Hyderabad, as the Department confirmed the demand along with interest and imposed an equal penalty without adequately considering the company's reply.