Sun Pharmaceutical Industries Ltd. Registered Office: Corporate Office: CIN : POSTAL BALLOT NOTICE Dear Member(s), RESOLUTION: Item No.

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1 Sun Pharmaceutical Industries Ltd. Registered Office: SPARC, Tandalja, Vadodara , India. Tel Nos: / 600/700 Fax No: Corporate Office: Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon-East, Mumbai , India Tel: Fax: CIN : L24230GJ1993PLC Website: POSTAL BALLOT NOTICE [Notice Pursuant to Section 110 of e Companies Act, 2013, read wi Rule 22 of e Companies (Management and Administration) Rules, 2014] Dear Member(s), Notice is hereby given pursuant to provisions of Section 110 and any oer applicable provisions, if any, of e Companies Act, 2013, ( e Act ) read wi e Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment ereof for e time being in force) and Secretarial Standard -2 (SS- 2), at e Company is seeking e Members consent to pass e Special Resolution by way of Postal Ballot for making loan(s), and/or giving any guarantee(s)/providing any security(ies) and / or acquire by way of subscription, purchase or oerwise, e securities of any oer body corporate in excess of e limits prescribed under section 186 as set out below, more specifically described in e Explanatory Statement appended to is notice. The explanatory statement pertaining to e aforesaid resolution setting out e material facts concerning e same and e reasons ereof is annexed hereto. A Postal Ballot Form is also annexed hereto for your consideration and voting. The Postal Ballot Notice along wi e Postal Ballot Form shall be uploaded on e website of e Company. As required under Rule 20(3)(v) and Rule 22(3) of e Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment ereof for e time being in force) and SS-2, advertisement for dispatch of notice and e-voting will be published in e newspapers specifying e relevant matters erein. The Board of Directors of e Company have appointed Mr. Chintan J. Goswami, Proprietor, M/s. C. J. Goswami & Associates, Mumbai as e Scrutinizer for conducting e postal ballot process in a fair and transparent manner and Central Depository Services (India) Limited (CDSL) as agency in respect of remote e-voting for e postal ballot. Members desiring to exercise eir vote by postal ballot are requested to carefully read e instructions printed in e Postal Ballot Form and return e same duly completed in e enclosed self-addressed Business Reply Envelope. Postage will be borne and paid by e Company. Postal Ballot Form(s), if sent by courier or by registered post / speed post at e expense of e Member(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon-East, Mumbai , India. The duly completed Postal Ballot Form(s) should reach e Scrutinizer not later an Wednesday, 4 November, 2015 to be eligible for being considered, failing which it shall be considered as invalid. Members desiring to opt for e-voting as per e facilities arranged by e Company are requested to read e instructions in e Notes under e section Voting rough electronic means. References to postal ballot(s) in is Postal Ballot Notice include votes received electronically. The Scrutinizer will submit his report to e Managing Director/ any oer Director of e Company after e completion of e scrutiny of e postal ballots (including remote e-voting). The result of e postal ballot would be announced by e Managing Director or any oer Director of e Company on Friday, 6 November, 2015 at 4:30 p.m. and displayed on e Notice Board of e company at its Registered Office and its Corporate Office besides being communicated to e Stock Exchanges. The results will be displayed on e website of e Company i.e. for e information of e Members. The last date for receipt of postal ballot forms i.e. 4 November, 2015 will be taken to be e date of passing of e resolution. RESOLUTION: Item No. 1: To consider and, if ought fit, to pass e following resolution as a SPECIAL RESOLUTION: RESOLVED THAT pursuant to e provisions of Section 186 of e Companies Act, 2013 read wi e Companies (Meetings of Board and its Powers) Rules, 2014 and such oer provisions as may be applicable, including any statutory modification or re-enactment ereof for e time being in force, consent of e members of e Company be and is hereby accorded to e Board of Directors of e Company (hereinafter referred to as e Board, which term shall be deemed to include, unless e context oerwise requires, any committee of e Board or any officer(s) auorised by e Board to exercise e powers conferred on e Board under is resolution) to make loan(s) and/or give any guarantee(s)/provide any security(ies)in connection wi loan(s) made and / or acquire by way of subscription, purchase or oerwise, e securities of any oer body corporate as ey may in eir absolute discretion deem beneficial and in e interest of e Company in excess of 60% of e paid up Share Capital, Free

2 Reserves and Securities Premium of e Company or 100% of Free Reserves and Securities Premium of e Company whichever is more, as prescribed under Section 186 of e Companies Act, 2013 from time to time, in one or more tranches, upto i) maximum amount of ` 500 Billion (Rupees Five Hundred Billion only), if e investments/ acquisitions, loans, guarantee, securities to be provided along wi Company s existing loans or guarantee/ security or investments/ acquisitions are in excess of e limits prescribed under Section 186 aforesaid or ii) e maximum limits so prescribed under Section 186 (as may be amended from time to time), whichever is higher. RESOLVED FURTHER THAT e Board or any Committee ereof and / or Managing Director and / or any Whole-time Director(s) and / or any Officer(s) as may be auorised by e Board or any Committee ereof as per e applicable provisions of e Companies Act, 2013 be and are hereby auorised to take from time to time all decisions and steps in respect of e above loans, guarantees and investments/ acquisitions including e timing, amount and oer terms and conditions of such loans, guarantees and investments/ acquisitions and varying e same rough transfer, sale, disinvestments or oerwise eier in part or in full as it may deem appropriate, and to do and perform all such acts, deeds, matters and ings, as may be necessary or expedient in is regard and to exercise all e rights and powers which would vest in e Company in pursuance of such loans, guarantees and investments/ acquisitions. By order of e Board of Directors For Sun Pharmaceutical Industries Ltd. Place: Mumbai SUNIL R. AJMERA Date: 11 August, 2015 Company Secretary Registered Office: SPARC, Tandalja, Vadodara Tel Nos: /600/700, Fax No.: CIN: L24230GJ1993PLC Website: NOTES: 1) The Explanatory Statement pursuant to Section 102 of e Companies Act, 2013 stating all material facts and e reasons for e proposal is annexed hereto. 2) The Postal Ballot Notice is being sent to e Members whose names appear on e Register of Members/List of Beneficial Owners as received from e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, 18 September, 2015 i.e. e cut-off date for despatch of Postal Ballot Notice. The Postal Ballot Notice is being sent to Members in electronic form to e addresses registered wi e Depository Participant (in case of electronic shareholding)/ e Company s Registrar and Share Transfer Agents (in case of physical shareholding). For Members whose IDs are not registered, physical copies of e Postal Ballot Notice are being sent by courier alongwi a postage-prepaid self-addressed Business Reply envelope. 3) Members whose names appear on e Register of Members / List of Beneficial Owners as on Friday, 18 September, 2015 will be considered for e purpose of voting. A person who is not a Member a Friday, 18 September, 2015 i.e. e cut-off date for reckoning voting rights should treat is Notice for information purposes only. 4) The voting period begins on Tuesday, 6 October, 2015 at a.m. and ends on Wednesday, 4 November, 2015 at 5.00 p.m. (inclusive of bo e days) 5) The Members can opt for only one mode of voting, i.e., eier by physical ballot or remote e-voting. In case Members cast eir votes rough bo e modes, voting done by remote e voting shall prevail and votes cast rough physical Postal Ballot Form will be treated as invalid. 6) A Member cannot exercise his vote by proxy on postal ballot. 7) A member desiring to exercise vote by remote e-voting / physical Postal Ballot Form is requested to carefully read e instructions printed on e Postal Ballot Notice, as applicable, and cast eir votes in electronic mode / return e duly completed form in e attached self-addressed business reply envelope, so as to reach e Scrutinizer at Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon-East, Mumbai , India, on or before Wednesday, 4 November, 2015 at 5.00 p.m. The Postal Ballot Forms received after 5.00 p.m. on Wednesday, 4 November, 2015 will be treated as if e reply from e member has not been received. 8) Any queries/grievances pertaining to voting by postal ballot including e remote e-voting process can be addressed to Mr. Ashok I Bhuta, Compliance Officer of e Company, at Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon-East, Mumbai , India or by sending an at secretarial@sunpharma.com. 9) Voting rough electronic mean (E-voting). I. In accordance wi e applicable provisions of e Listing Agreement and Companies Act 2013, read wi Companies (Management and Administration) Rules, 2014 including e amendments ereto, e Company is pleased to provide facility to its members, to cast 2 Annual Report

3 POSTAL BALLOT NOTICE II. III. IV. (i) (ii) (iii) (iv) (v) eir vote electronically for e resolution proposed to be passed rough postal ballot. The Board of Directors has appointed Central Depository Services (India) Ltd. (CDSL) to provide e-voting facility to its members. The voting right of shareholders shall be in proportion to one vote per fully paid equity share of e Company held by em as on e cut-off date i.e. Friday, 18 September, Mr. Chintan J. Goswami, Proprietor, M/s. C. J. Goswami & Associates, has been appointed by e Board of Directors of e Company, as e Scrutinizer to scrutinize e e-voting process in a fair and transparent manner. The Procedure and instructions for e-voting are as under: The remote e-voting period begins on Tuesday, 6 October, 2015 at a.m. and ends on Wednesday, 4 November, 2015 at 5.00 p.m. (inclusive of bo e days). The e-voting module shall be disabled by CDSL for voting ereafter. During e e-voting period shareholders of e Company, holding shares eier in physical form or in dematerialized form, as on e cut-off date of Friday, 18 September, 2015, may cast eir vote electronically. The shareholders should log on to e e-voting website Click on Shareholders. Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered wi e Company. Next enter e Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any company, en your existing password is to be used. (vii) If you are a first time user follow e steps given below: For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for bo demat shareholders as well as physical shareholders) DOB# Enter e Date of Bir as recorded in your demat account or in e company records for e said demat account or folio in dd/mm/yyyy format. Dividend Bank Details# Enter e Dividend Bank Details as recorded in your demat account or in e company records for e said demat account or folio. *Members who have not updated eir PAN wi e Company/Depository Participant are requested to use e sequence number which is printed on Postal Ballot Form in e Default PAN field. #Please enter any one of e details relating to DOB or Dividend Bank Details in order to login. In case bo e details are not recorded wi e depository or company, please enter e number of shares held by you as on e cut-off date in e Dividend Bank details field. (viii) After entering ese details appropriately, click on SUBMIT tab. (ix) Members holding shares in physical form will en directly reach e Company selection screen. However, members holding shares in demat form will now reach Password Creation menu wherein ey are required to mandatorily enter eir login password in e new password field. Kindly note at is password is to be also used by e demat holders for voting for resolutions of any oer company on which ey are eligible to vote, provided at company opts for e-voting rough CDSL platform. It is strongly recommended not to share your password wi any oer person and take utmost care to keep your password confidential. (x) (xi) For Members holding shares in physical form, e details can be used only for e-voting on e resolutions contained in is Notice. Click on e EVSN for Sun Pharmaceutical Industries Limited to vote. (xii) On e voting page, you will see RESOLUTION DESCRIPTION and against e same e option YES/NO for voting. Select e option YES or NO as desired. The option YES implies at you assent to e Resolution and option NO implies at you dissent to e Resolution. (xiii) Click on e RESOLUTIONS FILE LINK if you wish to view e entire Resolution details. (xiv) After selecting e resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. (xv) Once you CONFIRM your vote on e resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of e voting done by you by clicking on Click here to print option on e Voting page. (xvii) If Demat account holder has forgotten e same password en Enter e User ID and e image Sun Pharmaceutical Industries Ltd. 3

4 verification code and click on Forgot Password & enter e details as prompted by e system. (xviii) Note for Non Individual Shareholders and Custodians Non-Individual shareholders (i.e. oer an Individuals, HUF, NRI etc.) and Custodian are required to log on to and register emselves as Corporates. A scanned copy of e Registration Form bearing e stamp and sign of e entity should be ed to helpdesk.evoting@cdslindia.com. Aft er receiving e login details a compliance user should be created using e admin login and password. The Compliance user would be able to link e account(s) for which ey wish to vote on. The list of accounts should be mailed to helpdesk. evoting@cdslindia.com and on approval of e accounts ey would be able to cast eir vote. They should upload a scanned copy of e Board Resolution and Power of Attorney (POA) which ey have issued in favour of e Custodian, if any, in PDF format in e system for e scrutinizer to verify e same and send e scan copy of e Board resolution/ POA to scrutinizer@sunpharma.com. (xix) In case you have any queries or issues regarding e-voting, you may refer e Frequently Asked Questions ( FAQs ) and e-voting manual available at www. evotingindia.com, under help section or write an to helpdesk.evoting@cdslindia.com. (xx) Any person having any grievances in connection wi remote e-voting may write to: Name: Mr. Wenceslaus Futardo Designation: Deputy Manager Address: Phiroze Jeejeebhoy Towers, 16 Floor, Dalal Street, Fort, Mumbai id: helpdesk.evoting@cdslindia.com Phone No.: EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 1: As per Section 186 of e Companies Act, 2013, a Company at proposes to give loan(s), and/or guarantee(s)or provide any security(ies) in connection wi loan(s) made and / or acquire by way of subscription, purchase or oerwise, e securities of any oer body corporate in excess of 60% of e paid up Share Capital and Free Reserves and Securities Premium of e Company or 100% of Free Reserves and Securities Premium of e Company whichever is more, is required to obtain e approval of e shareholders. In view of e above, shareholders of e Company, at e Twenty- Second Annual General Meeting of e Company held on 27 September, 2014 have already approved e resolution under Section 186 of e Companies Act, 2013 to make loan(s) and/or give any guarantee(s)/provide any security(ies) in connection wi loan(s) made to and / or make investments in e securities of any oer body corporate upto ` 500 billion (Rupees Five Hundred Billion only) in excess of e prescribed limit or maximum limit prescribed under Section 186, whichever is higher. However as per Section 110 of e Companies Act, 2013 read wi Rule 22 of e Companies (Management & Administration) Rules, 2014 and SS-2 issued by ICSI as per Section 118(10) of e Companies Act, 2013, a Company giving loans or extending guarantee or providing security in excess of e limits as specified under sub-section (3) of section 186 has to obtain approval of shareholders by passing resolution by way of postal ballot also. Therefore, e Board proposed to pass e resolution by postal ballot to make loan(s) and/or give any guarantee(s)/provide any security(ies)in connection wi loan(s) made and/or acquire by way of subscription, purchase or oerwise, e securities of any oer body corporate as ey may in eir absolute discretion deem beneficial and in e interest of e Company in excess of 60% of e paid up Share Capital, Free Reserves and Securities Premium of e Company or 100% of Free Reserves and Securities Premium of e Company whichever is more, as prescribed under Section 186 of e Companies Act, 2013 from time to time, in one or more tranches, upto i) maximum amount of ` 500 Billion (Rupees Five Hundred Billion Only), if e investments/ acquisitions, loans, guarantee, securities to be provided along wi Company s existing loans or guarantee/ security are in excess of e limits prescribed under Section 186 aforesaid or ii) e maximum limits so prescribed under Section 186 (as may be amended from time to time), whichever is higher. None of e Directors or Key Managerial Personnel of e Company or eir relatives are in anyway concerned or interested in is Resolution except at e Directors of e Company may be deemed to be concerned or interested in e resolution to e extent of e shareholding of e companies / Institutions / Trusts of which ey are Directors or members or Trustees wi or wiout any beneficial interest. Your Directors recommend e passing of e Resolution in Item No. 1 of e Notice as a Special Resolution. By order of e Board of Directors For Sun Pharmaceutical Industries Ltd. Place: Mumbai SUNIL R. AJMERA Date: 11 August, 2015 Company Secretary Registered Office: SPARC, Tandalja, Vadodara Tel Nos: /600/700, Fax No.: CIN: L24230GJ1993PLC Website: Encl.: 1) Postal Ballot Form 2) Self addressed postage pre-paid Business Reply envelope. 4 Annual Report

5 SUN PHARMACEUTICAL INDUSTRIES LTD. Registered Office: SPARC Tandalja, Vadodara Tel Nos: / 600/700 Fax No: Corporate Office: Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon-East, Mumbai , India. CIN: L24230GJ1993PLC019050, Website: POSTAL BALLOT FORM Last Date: , 5:00 p.m. Sr. No. : 1. Name & Registered Address of e Sole/ /first named Member : 2. Name(s) of e JointHolder(s), if any : 3. Registered Folio No./DP ID & Client ID No. : 4. No. of Shares held : 5. I/ We hereby exercise my/ our vote in respect of e following special resolution to be passed rough Postal Ballot for e businesses stated in e Notice of Postal Ballot dated 11 August, 2015 of e Company, by sending my/ our assent or dissent to e said special resolution by placing a tick ( ) mark at e appropriate box below: Sr no. Description No. of Shares held (For) I/We assent to e Resolution 1) Special Resolution for making loan(s), and/or giving any guarantee(s)/providing security(ies) and / or acquire by way of subscription, purchase or oerwise, e securities of any oer body corporates upto i) maximum amount of Rs. 500 Billion (Rupees Five Hundred Billion only), if e investments/ acquisitions, loans, guarantee, securities to be provided along wi Company s existing loans or guarantee/ security or investments/ acquisitions are in excess of e limits prescribed under Section 186 aforesaid or ii) e maximum limits so prescribed under Section 186 (as may be amended from time to time), whichever is higher. (Against) I/We dissent to e Resolution Place : Date : Signature of e Member/Beneficial Owner EVSN (Electronic Voting Sequence Number) User ID *Default PAN / Password * Only Members who have not updated eir PAN wi e Company / Depository Participant shall use default PAN in e PAN field. Note : 1. If e voting rights are exercised Electronically, ere is no need to use is form. 2. Please read e instructions overleaf before exercising your vote. For E-voting instructions, kindly refer e Notice of Postal Ballot.

6 IMPORTANT INSTRUCTIONS I. The voting rights for e shares are one vote per equity share which is fully paid, registered, in e name of e shareholders/ beneficial owners as on Friday, 18 September, II. Voting by Postal Ballot, in physical form or e-voting, can be exercised only by e shareholder or his/her duly constituted attorney or, in case of bodies corporate, e duly auorized person. Voting rights in a Postal Ballot cannot be exercised by a Proxy. III. IV. Voting period commences on Tuesday, 6 October 2015 at 9.00 a.m. and ends on Wednesday, 4 November, 2015 at 5.00 p.m. The result of e postal ballot would be announced by e Managing Director or any oer Director of e Company on Friday, 6 November, 2015 at 4:30 p.m. and displayed on e Notice Board of e Company at its Registered Office and its Corporate Office besides being communicated to e Stock Exchanges. V. A member need not use all his/her votes. VI. VII. VIII. Shareholders can opt only one mode for voting i.e. eier by Physical Ballot or e-voting. In case e member has exercised e vote in physical as well as electronic mode, e vote by electronic mode only will be considered. The Scrutinizer's decision on e validity of a Postal Ballot shall be final. Any queries/grievances pertaining to voting by postal ballot can be addressed to Mr. Ashok I Bhuta, Compliance Officer of e Company, at Sun House, Plot No. 201 B/1, Western Express Highway, Goregaon-East, Mumbai , India or by sending an e- mail at secretarial@sunpharma.com. Instructions for Voting by Physical Postal Ballot Form I. A Shareholder desirous of exercising vote by physical Postal Ballot should complete e Postal Ballot Form in all respects and send it after signature to e Scrutinizer in e attached self-addressed postage pre-paid envelope which shall be properly sealed wi adhesive or adhesive tape. However, envelopes containing Postal Ballot Form, if sent by courier at e expense of e Member but using e postage pre-paid envelope will also be accepted. Members are requested to convey eir assent or dissent in is postal ballot form only. The assent or dissent received in any oer form or manner shall be considered as invalid. II. III. The self-addressed envelope bears e name and address of e Scrutinizer appointed by e Board of Directors of e Company. The Postal Ballot Form should be signed by e Shareholder as per specimen signature registered wi e Registrar/Depository. In case, shares are jointly held, is Form should be completed and signed (as per specimen signature registered/recorded wi e Registrar/Depository) by e first named member and in his/her absence, by e next named member. Holders of Power of Attorney (POA) on behalf of member may vote on e Postal Ballot mentioning e registration No. of e POA or enclosing an attested copy of POA. Unsigned Postal Ballot Form will be rejected. IV. Duly completed Postal Ballot Form should reach e Scrutinizer not later an Wednesday, 4 November, 2015 at 5.00 p.m. Postal Ballot Forms received after e aforesaid date and time will be strictly treated as if reply from such member has not been received. The Members are requested to send e duly completed Postal Ballot Forms well before e last date, providing sufficient time for postal transit. V. In case of shares held by companies, trusts, societies, etc., e duly completed Postal Ballot Form should be accompanied by a certified copy of e Board Resolution/ Auority and wi attested specimen signature(s) of e duly auorized signatories giving requisite auority to e person voting on e Postal Ballot Form. Where e form has been signed by a representative of e President of India or of e Governor of a state, a certified copy of e nomination should accompany e Postal Ballot Form. VI. VII. The number of shares in respect of which votes are cast should be mentioned in e column, in e absence of which, all e votes shall be deemed to have been cast as per e tick mark placed by e shareholder in e respective column. Shareholders are requested not to send any paper (oer an e resolution/auority as mentioned under instruction no. V above) along wi e Postal Ballot Form in e enclosed self-addressed postage pre-paid envelope as all such envelopes will be sent to e Scrutinizer and if any extraneous paper is found in such envelope e same would not be considered and would be destroyed by e Scrutinizer. VIII. There will be only one Postal Ballot Form for every folio / client ID irrespective of e number of Joint Member(s). IX. A member may request for a duplicate Postal Ballot Form, if so required and e same duly completed should reach e scrutinizer not later an e last date for voting. X. Postal Ballot Forms wi following deficiencies will be rejected. i. A form oer an one issued by e company has been used ii. It has not been signed by or on behalf of e Member iii. Signature on e postal ballot form doesn't match e specimen signatures wi e Company iv. It is not possible to determine wiout any doubt e assent or dissent of e Member v. Neier assent nor dissent is mentioned vi. Any competent auority has given directions in writing to e company to freeze e Voting Rights of e Member vii. The envelope containing e postal ballot form is received after e last date prescribed viii. The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of e relevant specific auority ix. It is defaced or mutilated in such a way at its identity as a genuine form cannot be Established x. Member has made any amendment to e Resolution or imposed any condition while exercising his vote. xi. Postal Ballot Form is received after e aforesaid stipulated period shall not be counted for e purposes of passing of e resolution.