AGM Notice Year 2024-25

(CIN: L33117PB1984PLC022350)

Regd. Office: Ambala - Chandigarh Highway, Lalru - 140501, Punjab, India

Corp. Office: B-1 Extn./A-27, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi - 110044 Website: https://www.panaceabiotec.com, E-mail: companysec@panaceabiotec.com, Tel: +91 11 41679000

1. To consider and adopt (a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 together with the reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 including Auditors' Report thereon and in this regard, if thought fit, to pass the following resolutions as Ordinary Resolutions:

   1. "RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 together with the reports of the Board of Directors and the Auditors thereon, as circulated to the members, be and are hereby considered and adopted."

   2. "RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the Auditors' Report thereon, as circulated to the members, be and are hereby considered and adopted."

2. To appoint a director in place of Dr. Rajesh Jain who retires by rotation and being eligible, offers himself for re-appointment and in this regard, if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Dr. Rajesh Jain (DIN: 00013053) who retires by rotation at this meeting and being eligible, offered himself for re-appointment, be and is hereby re-appointed as a director, liable to retire by rotation."

3. To appoint a director in place of Mr. Sandeep Jain who retires by rotation and being eligible, offers himself for re-appointment and in this regard, if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sandeep Jain (DIN: 00012973) who retires by rotation at this meeting and being eligible, offered himself for re-appointment, be and is hereby re-appointed as a director, liable to retire by rotation."

   SPECIAL BUSINESS:

4. To consider appointment of M/s R&D Company Secretaries, as Secretarial Auditors of the Company, and in this regard, if thought fit, to pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act") read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Act, if any (including any amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time in force), Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and such other laws as may be applicable, and based on the recommendation of the Audit Committee and the Board of Directors (hereinafter referred to as the"Board", which term shall be deemed to include any Committee thereof, which may exercise its powers, including the powers, conferred by this resolution), the consent of the members be and is hereby accorded for the appointment of M/s R&D Company Secretaries, a peer reviewed firm of Practicing Company Secretaries bearing Firm Registration No. P2005DE011200, holding Peer Review Certificate No. 1403 / 2021, as Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from financial year 2025-26 till financial year 2029-30 at an annual secretarial audit fees of ₹1,50,000 (Rupees One Lakh and Fifty Thousand only) (including out of pocket expenses as may be incurred in connection with the audit but excluding out of pocket expenses as may be incurred in connection with the outstation travels as per actuals) plus applicable taxes, with the power of the Audit Committee / Board to alter and vary the terms and conditions of appointment including revision in the fees during the tenure of the Auditors, in such manner and to such extent as may be mutually agreed with the Secretarial Auditors.

   RESOLVED FURTHER THAT approval of the Members be and is hereby accorded to the Board to avail or obtain from M/s R&D Company Secretaries, such other services or certificates or reports which the Secretarial Auditor may be eligible to provide or issue under the applicable laws, rules, regulations, circulars and guidelines, as may be issued in this regard, at such remuneration / fees as may be mutually agreed with the Secretarial Auditors.

   RESOLVED FURTHER THAT the Board of Directors and Key Managerial Personnel(s) of the Company be and are hereby severally authorised for and on behalf of the Company to do all such acts, deeds, matters and things as may in their absolute discretion deem necessary, fit, proper or desirable to give effect to the foregoing resolution."

5. To consider and ratify the remuneration of Cost Auditors and in this regard, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration of ₹1,00,000 (Rupees One Lakh Only) (including out of pocket expenses as may be incurred in connection with the audit but excluding out of pocket expenses as may be incurred in connection with the outstation travels as per actuals) and GST or other Government levies as may be applicable, as approved by the Board of Directors to be paid to M/s Jain Sharma & Associates, Cost Accountants (Firm Registration Number: 000270), appointed as Cost Auditors of the Company, to conduct the audit of cost records of the Company for the financial year 2025-26, be and is hereby confirmed and ratified.

RESOLVED FURTHER THAT the Board of Directors and Key Managerial Personnel(s) of the Company be and are hereby severally authorised for and on behalf of the Company to do all such acts, matters, deeds and things and to sign all such documents, papers and writings as may be necessary, proper or expedient to give effect to this resolution."

By order of the Board For Panacea Biotec Limited

Sd/-Vinod Goel

Place: New Delhi Group CFO and Head Legal & Company Secretary

Date : August 14, 2025 Membership No.: F3232

1. The Ministry of Corporate Affairs ("MCA"), Government of India, inter-alia vide its General Circular Nos. 14/2020, 17/2020, and 20/2020 dated April 08, 2020, April 13, 2020, May 05, 2020, respectively, followed by subsequent circulars in this regard, the latest being Circular No. 09/ 2024 dated September 19, 2024 (collectively referred to as "MCA Circulars"), has permitted conducting of Annual General Meeting through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM") facility on or before September 30, 2025 without the physical presence of the members at the AGM. In line with the aforesaid MCA Circulars, applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the 41st Annual General Meeting ("AGM" / "Meeting") of the Members of the Company will be held through VC / OAVM, without the physical presence of the members at a common venue. Hence, the Members can attend and participate in the AGM through VC / OAVM only. The deemed venue for the AGM shall be the Registered Office of the Company viz. Ambala-Chandigarh Highway, Lalru - 140501, Punjab.

2. In line with the said MCA Circulars, the Securities and Exchange Board of India ("SEBI") vide Circular No. SEBI /HO/CFD/CFD-POD-2/P/CIR/ 2024/133 dated October 03, 2024, has also extended the relaxations from printing and dispatching physical copies of Annual Reports to the shareholders, for the AGM conducted till September 30, 2025. Accordingly, the Company will send the Annual Report and the AGM Notice in electronic form only. However, in terms of Regulation 36(1)(c) of SEBI LODR Regulations, the Company will send hard copy of full Annual Report to those shareholders who request for the same.

3. As per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 which came into effect from December 13, 2024, the requirement to send proxy forms is not applicable to general meetings held only through electronic mode. As this AGM would be conducted through VC / OAVM, the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

4. The Explanatory Statement as required pursuant to Section 102 of the Act setting out material facts concerning Special Business (being considered unavoidable by the Board of Directors) set out in the Notice is annexed hereto.

5. The relevant details of directors retiring by rotation and seeking re-appointment in the ensuing AGM as required pursuant to Regulation 36(3) of the SEBI LODR Regulations and Secretarial Standard on General Meetings (SS-2), as applicable, are provided in the Annexure - I to the Notice.

6. Electronic dispatch of Notice of AGM and Annual Report:

   1. Pursuant to the aforesaid MCA Circulars and SEBI Circular dated December 12, 2024, the Notice of AGM and the Annual Report for the year 2024-25 are being sent only through electronic mode to those Members whose email addresses are registered with the Company / National Securities Depository Limited ("NSDL") and/or Central Depository Services (India) Limited ("CDSL") collectively "Depositories". Also, a letter providing the web-link, including the exact path, where the Annual Report for the financial year 2024-25 shall be available, is being sent to Members who have not registered their e-mail Ids with the Company.

      However, Members whose email address is not registered with the Company or with their respective Depository Participant(s) ("DPs"), and who wish to receive the soft copy of Notice of the AGM and the Annual Report for the financial year 2024-25 and all other communications sent by the Company, from time to time, can get their email address registered by following the steps as given below:-

      1. Members holding shares in physical form: Please send a duly filled and signed Form ISR-1 along with self-attested copy of the PAN Card, and self-attested copy of any document (e.g. Driving License, Voter Identity Card, Passport, Bank Statement, AADHAR) in support of the address of the Member, by email to the Company's Registrar & Transfer Agent, viz. Skyline Financial Services Pvt. Ltd. ("RTA") at kyc@skylinerta.com or at Company's email address: companysec@panaceabiotec.com. The said Form is available at https://www. panaceabiotec.com/en/section/information-repository/other-important-information.

      2. Members holding shares in demat form: Please register / update your email address with your respective DPs.

   2. The Notice of the 41st AGM and the Annual Report for the financial year 2024-25 will be sent to those Members / beneficial owners electronically, whose name will appear in the Register of Members / list of beneficiaries received from the depositories as on the Record Date i.e. Friday, August 29, 2025.

   3. The Notice of AGM and the Annual Report will also be available on the Company's website viz. https://www.panaceabiotec.com and on the website of the Stock Exchanges where the equity shares of the Company are listed viz. National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") at https://www.nseindia.com and https://www.bseindia.com, respectively. The Notice will also be available on the website of NSDL at https://www.evoting.nsdl.com.

   4. Physical copy of the Annual Report (including the Notice of AGM) shall be sent only to those Members who specifically request for the same. Accordingly, Members who wish to obtain a physical copy thereof, may write to the Company at companysec@panaceabiotec.com, requesting for the same by providing their holding details.

   5. Any person who has acquired shares and become member of the Company after the dispatch of this Notice but holding shares as on the Cut-off date i.e. Tuesday, September 23, 2025 ("Cut-off date"), may obtain electronic copy of Notice of AGM and the Annual Report by sending a request to the Company or the RTA.

7. The Register of Members and the Share Transfer Books of the Company will remain closed from Friday, September 26, 2025 to Tuesday, September 30, 2025 (both days inclusive) for the purpose of AGM. The Cut-off date to determine the eligibility for the purpose of voting through electronic means in the AGM is Tuesday, September 23, 2025.

8. Procedure for Voting through Electronic Means (Remote e-voting):

   1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the SEBI LODR Regulations and Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI) and in terms of SEBI Circular No. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated December 09, 2020, the Company is pleased to provide to its Members, the facility to exercise their right to vote on resolutions proposed to be considered at the 41st AGM by electronic means and has availed the services of NSDL to facilitate voting through electronic means from a place other than venue of the AGM ('remote e-voting') as well as e-voting at the AGM through VC / OAVM ('e-voting at the AGM').

   2. The remote e-voting period will commence on Saturday, September 27, 2025 (from 09:00 a.m. IST) and end on Monday, September 29, 2025 (upto 05:00 p.m. IST). During this period, members of the Company holding shares either in physical form or in dematerialised form, as on the Cut-off date, may cast their votes electronically.

      Cut-off date for remote e-voting	September 23, 2025
      Remote e-voting start date	September 27, 2025
      Remote e-voting end date	September 29, 2025

      The remote e-voting module shall forthwith be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. However, the facility for voting through electronic voting system will also be made available at the Meeting and members attending the Meeting who have not cast their vote(s) by remote e-voting will be able to vote at the Meeting.

   3. Any person who has acquired shares and become member of the Company after electronic dispatch of Notice of the AGM but holding shares as on the Cut-off date may obtain user ID and password for e-voting by sending a request to the Company's RTA or NSDL.

   4. A person who is not a member as on the Cut-off date, should treat this Notice for information purposes only.

   5. The voting at the AGM will begin on September 30, 2025 at 11:30 A.M. and will end upon completion of 30 minutes from the time of the conclusion of the AGM. Within this period, Members attending the meeting through VC / OAVM Facility, who have not yet exercised their vote through remote e-voting, can exercise their vote electronically.

   6. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting through VC / OAVM facility but they shall not be entitled to cast their vote again.

   7. The process / manner for availing remote e-voting facility and the instructions for members voting electronically are as under:

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

   In terms of SEBI circular dated December 09, 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. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service providers (ESPs) thereby not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and email Id with their DPs to access e-Voting facility.

   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. 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.

   2. If user is 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.

   Type of shareholders	Login Method
   Individual Shareholders holding securities in demat mode with CDSL
   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.

   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. 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 held 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.

   2. Shareholders / Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

   1. Existing users who have opted for CDSL Easi / Easiest facility, can login through their 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 https://www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing Myeasi username & password.

   2. After successful login of Easi / Easiest, the user will also be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by the Company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. NSDL for casting 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 from e-Voting link available on https://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 e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.

   Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot Password option available at abovementioned websites. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

   Login type	Helpdesk details
   Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at +91-22-48867000
   Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk. evoting@cdslindia.com or contact at +91-1800225533.

2. 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.

   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 / Creditor' 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 e-services 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.

   4. Your User ID details are given below:

      Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
      For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******.
      For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12************** then your user ID is 12**************
      For Members holding shares in Physical Form	E-voting Event Number (EVEN) followed by Folio Number registered with the company. For example, if folio number is 001*** and EVEN is 101456 then user ID is 101456001***

   5. Details of password for shareholders other than Individual shareholders are given below:

      1. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

      2. 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.

      3. How to retrieve your 'initial password'?

         • 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. 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'.

         • If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

   6. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

      1. Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on https://www.evoting.nsdl.com.

      2. "Physical User Reset Password?" (If you are holding shares in physical mode) option available on https://www.evoting.nsdl.com.

      3. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number / folio number, your PAN, your name and your registered address etc.

      4. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

   7. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

   8. Click on "Login" button.

   9. After you click on the "Login" button, Home page of e-Voting will open.

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.

1. Corporate / Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) who are intending to appoint their authorized representatives pursuant to Sections 112 and 113 of the Act, as the case may be, to attend the AGM through VC / OAVM and vote through electronic means, are requested to send a certified 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 scrutinizer@panaceabiotec.com or scrutinizer108@gmail.com with a copy marked to evoting@nsdl.co.in and companysec@panaceabiotec.com not later than 48 hours before the scheduled time of commencement of the Meeting. Members 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.