Annual General Meeting Transcript - GRCE 2026-09-17

Speaker 4

Hello and welcome to Grace Therapeutics Inc's 2026 Annual Meeting of Stockholders. During the meeting, we will have a question and answer session. You can submit questions at any time by navigating to the Ask a Question section of the main meeting page, selecting a topic, typing in your question, and clicking submit. It is now my pleasure to turn today's meeting over to Vimal Kaviru, Chairman of the Board of Directors of Grace Therapeutics. Mr. Kaviru, the floor is yours.

Prashant Kohli, CEO

Thank you, operator, and good morning, everyone.

Vimal Kavuru, Board Member

It's now 8.30 a.m. Eastern Time, and I call the Annual Meeting of Stockholders of Grace Therapeutics, Inc. to order. As stated earlier, my name is Vimal Kaviru, and I'm the Chairman of the Board of Directors of Grace Therapeutics, and I will be presiding over this meeting. We are joined by Prashanth Kohli, our Chief Executive Officer, and Robert Del Avarsano, our Principal Financial Officer and Vice President of Finance. In addition to myself and Mr. Kohli, all other current members of our Board of Directors have been invited for today's meeting.

Prashant Kohli, CEO

Brian Davis, Edward Nugoboran, and Josh Kotile.

Vimal Kavuru, Board Member

And from KPMG LLP, Grace Independence Registered Public Accounting Firm, we have Ryan Breen, Melissa Shangas-Haik, and Kaitlyn Skardler, who are available to respond to questions. Mr. Coley will serve as Secretary of the meeting. Christopher Woods of American Election Services has been appointed to act as an Inspector of Election for this meeting. Mr. Woods is present virtually and has taken an oath of office, which will be filed with the Minutes of the meeting. The formal portion of the meeting will consist of two parts. First, the formalities necessary to establish the validity of the meeting. The second, the meeting's formal business, which is to act on the four proposals set forth in the proxy statement for the annual meeting, dated July 28, 2026.

Prashant Kohli, CEO

I now ask that Mr. Coley report on the existence of a quorum.

Speaker 1

As noted in the Notice of Annual Meeting made available to stockholders, the record date for this meeting was the close of business on July 20, 2026. I have an affidavit from Broadridge Financial Solutions, Inc., with the effect that it nailed on behalf of GRACE to each stockholder of record as of July 20, 2026, a copy of the Notice of Internet Availability of Proxy Materials. I will see that this affidavit is filed within the minutes of this meeting. Holders of 16,274,026 shares of Grace Common Stock are entitled to vote at this meeting. Under Grace's bylaws, the presence of at least one-third of the outstanding shares of Common Stock as of the record date, either present by remote communication or represented by proxy, is necessary to constitute a quorum for the transaction of business at this meeting. Mr. Woods has advised that the preliminary count indicates that more than one-third of the shares entitled to vote at this meeting are present by remote communication or represented by proxy. And therefore, I declare a quorum is present for purposes of conducting the business of the meeting.

Vimal Kavuru, Board Member

Mr. Kauru, please proceed. Thank you, Mr. Kauru. The next order of business is to discuss and act on the four matters to be voted on at today's meeting. If you have previously voted by proxy, whether via email or mail, telephone, or the internet, your shares will be voted accordingly. Any stockholders who have not voted or wish to change their votes may do so by clicking on the Vote Here button on the main meeting page and following the instructions. Stockholders who have sent in proxies are voted via the other methods outlined in the proxy statement and do not want to change their votes, do not need to take any further action. Voting will be open during the business portion of the meeting and the polls will close following consideration of each of the proposals on the agenda. Please note that voting during the meeting will revoke any previously submitted proxy or voting instructions. As a reminder, attending this meeting will not, by itself, cause your previously submitted proxy or voting instructions to be revoked. I now declare that the polls for voting are open. To vote via the internet at this meeting, you will need the control number included on your notice or your proxy card. Proposal 1 is the election of five directors to grace this board of directors, each to serve until the 2027 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified.

Prashant Kohli, CEO

The directors are myself, Vimal Kavuru, Prashant Koli, Brian Davis, George Gotayal, and Edward Nugubaran. The Board of Directors recommend a vote for all of the directors.

Vimal Kavuru, Board Member

GRACE has an advance notice provision in its bylaws for directors nominations, and we have not received advance notice from any of our stockholders or any other matters to be considered at the annual meeting. Accordingly, all nominations are now closed. Directors will be elected by plurality of the affirmative votes cast at this meeting. Proposal 2 is the approval on an advisory basis of the compensation of GRACE's named executive officers as they disclosed in the proxy statement.

Prashant Kohli, CEO

The Board of Directors recommend a vote for Proposal 2. Approval of Proposal 2 requires the affirmative vote of the majority of the votes cast on the proposal.

Vimal Kavuru, Board Member

Proposal 3 is a ratification of the appointment of KPMG-LFP at GRACE's independent registered public accounting firm for the fiscal year ending March 31, 2027.

Prashant Kohli, CEO

The Board of Directors recommend a vote for Proposal 3. Approval of Proposal 3 requires the affirmative vote of the majority of the votes cast on the proposal. Proposal 4 is the approval.

Vimal Kavuru, Board Member

On an advisory basis, on the frequency of future advisory votes, on the compensation of grace's named executive officer either one, two, or three years. The Board of Directors recommend a vote for one year for Proposal 4.

Prashant Kohli, CEO

Approval of Proposal 4 requires the affirmative vote of the majority of the votes cast on the proposal. We will now open the floor for questions.

Vimal Kavuru, Board Member

Given the virtual format of the meeting and in order for us to proceed with the expedience. Any questions submitted which are not directly related to the matters to be considered at today's meeting will not be addressed during the meeting. Please refer to the rules of conduct which are available on the web portal for additional information. Mr. Kohli, have we received any questions related to any of the items of business for today's meeting?

Prashant Kohli, CEO

No, we have not received any questions related to the matters to be discussed during the meeting. Mr. Kavaru, please proceed.

Vimal Kavuru, Board Member

Thank you, Mr. Kohli. At this time, I hereby declare the polls closed. Can you please present the preliminary voting results?

Speaker 1

Yes, Mr. Chairman. According to the preliminary voting results, the stockholders have approved Proposal 1, the election of all five nominees to the Board of Directors. Proposal 2, the advisory vote on the compensation of Grace's named executive officers and Proposal 3, the ratification of the appointment of KPMG LLP as Grace's independent registered public accounting firm for the fiscal year ending March 31, 2027. Regarding Proposal 4, the stockholders have approved one year for the frequency of future advisory votes on the compensation of our named executive officers. Following confirmation of the preliminary voting results, the voting tabulation report of the Inspector of Election will be filed with the records of this meeting. The final voting results will be included in a Form 8K that will be filed within four business days after this meeting on EDGAR and CDR+.

Prashant Kohli, CEO

Mr. Kaburu, please proceed.

Vimal Kavuru, Board Member

This concludes today's annual meeting. I now declare the meeting to be adjourned. Thank you all for attending today's meeting and for your continued support of Grace Therapeutics Inc.