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Sai Life Sciences Limited announced the outcome of its postal ballot, confirming that all six resolutions proposed in the notice dated 15 May 2025 were duly passed by the members with the requisite majority. The e-voting period for the postal ballot commenced on 18 May 2025 and concluded on 16 June 2025. The Scrutinizer's Report on the results was submitted on 17 June 2025. The approved resolutions include:

• Ratification of the ESOP Scheme 2008 of Sai Life Sciences Limited, with 84.55% votes in favour.
• Ratification of the extension of benefits of ESOP Scheme 2008 to employees of subsidiary and group companies, with 84.55% votes in favour.
• Ratification of the Management ESOP Scheme 2018 of Sai Life Sciences Limited, with 84.55% votes in favour.
• Ratification of the extension of benefits of Management ESOP Scheme 2018 to employees of subsidiary and group companies, with 84.55% votes in favour.
• Appointment of Dr. Dinesh V Patel (DIN-11010657) as an Independent Director, approved with 99.69% votes in favour.
• Appointment of Mr. Sivaramakrishnan Chittor (DIN: 01092158) as Whole-Time Director of the Company, approved with 96.35% votes in favour.

• Sai Life Sciences Limited (SAILIFE) has responded to InGovern Research Services regarding their recommendation to vote against the appointment of Mr. Sivaramakrishnan Chittor as Whole-Time Director.
• InGovern raised concerns about the lack of specific performance metrics for determining Mr. Chittor's remuneration, the absence of peer comparison details, and the absence of caps on year-on-year increment and total remuneration.
• SAILIFE clarified that Mr. Chittor's variable pay will be determined as per company policies, considering financial parameters, individual performance, and achievement of EBITDA targets, subject to approval by the NRC and Board.
• The company also stated that Mr. Chittor's total remuneration would be within the limits of Section 197 read with Schedule V of the Companies Act, 2013, and that salary increments would be based on performance and industry trends, subject to Board confirmation based on NRC recommendations.
• SAILIFE believes it has made adequate disclosures and urged InGovern to reconsider its recommendations.

Sai Life Sciences Limited (SAILIFE) has provided a detailed reply to Stakeholders Empowerment Services (SES) regarding their 'AGAINST' recommendations on certain resolutions proposed through a Postal Ballot Notice dated May 15, 2025.

• SES had recommended against:
  • Approval and ratification of ESOP Scheme 2008 and Management ESOP Scheme 2018, including their extension to employees of subsidiary and group companies.
  • Appointment of Dr. Dinesh V Patel as an Independent Director.
• Regarding the ESOP resolutions, SES raised concerns about the Nomination and Remuneration Committee's (NRC) discretion on exercise price, maximum potential benefit to a single employee, and extension to group companies.
  • The company clarified that NRC's discretion on exercise price is permitted by SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and is exercised considering various factors.
  • It was stated that historically, ESOP exercise prices have been based on investment prices (e.g., ₹1273 post-2018), not face value or deep discounts. The company also confirmed that shareholder approval would be sought if grants to a single employee equal or exceed 1% of the issued capital, addressing SES's theoretical assessment of ₹56.87 Crores benefit for 20,84,143 ESOPs granted at Re. 1.
  • The extension of ESOP plans to group company employees is allowed by SEBI regulations, and while currently there are no holding/associate companies, the resolution seeks approval for future possibilities.
• Concerning the appointment of Dr. Dinesh V Patel as an Independent Director, SES's concerns included the absence of an express board statement on his independence and his shareholding.
  • Sai Life Sciences clarified that Dr. Patel provided a declaration of meeting independence criteria, and the NRC and Board approved his appointment after being satisfied with his independence. The company considered the absence of an express board statement as a "technical issue."
  • The company stated that Dr. Patel, along with his relatives, holds approximately 0.2% of the share capital and voting power, which is significantly below the 2% threshold specified in the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• The company emphasized that all resolutions were thoroughly deliberated and approved by the NRC and Board, considering the interests of all stakeholders. They urged SES to amend their recommendations and share the company's response with their subscribers.