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Antarctica Limited Proxy Solicitation & Information Statement 2025

Jun 9, 2025

63493_rns_2025-06-09_2dbccb1b-d32b-4e52-b02b-089819859c79.pdf

Proxy Solicitation & Information Statement

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Antarctica Limited

Regd. Office: 1 A, Vidyasagar street, Kolkata-700009 Ph: 9830217177 CIN No.: L22219WB1991PLC051949

Email: [email protected]; Website: https://antarcticainternational.com

Date: June 9, 2025

To, The Director Listing and Market Operations The National Stock Exchange of India Ltd Exchange Plaza, 5th Floor, Bandra Kurla Complex Bandra (E) Mumbai- 400 051

Sub : Notice of Postal Ballot

Most Repectfully,

Please find attached herewith the notice of the Postal ballot send to the members of the Company.

You are requested to kindly take the same on record.

For Antarctica Limited Rajesh Digitally signed by Mangilal Rajesh Mangilal Sharma Date: 2025.05.30 Sharma 16:18:34 +05'30' Rajesh Mangilal Sharma Whole-time director DIN: 10479481

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 &22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

REMOTE E-VOTING STARTS ON REMOTE E-VOTINGENDS ON
TUESDAY, JUNE 10, 2025 WEDNESDAY, JULY 9, 2025

NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) and other applicable provisions of the Act and Rules, along with the General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”) and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023, SEBI/HO/CFD/CFD- PoD2/P/CIR/2023/167 dated October 07, 2023, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India (collectively referred to as “SEBI Circulars”) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force) and pursuant to other applicable laws and regulations that the resolution appended below is proposed to the Members of Antarctica Limited (“the Company”) to be passed by way of postal ballot, only through remote voting by electronic means (“remote e-voting”).

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In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the ‘Notes’ to this Notice.

The Board of Directors has appointed Mr. Alkesh Jalan of M/s. Jalan Alkesh & Associates, Practicing Company Secretaries as scrutinizer for conducting the Postal Ballot by remote e-voting process in a fair and transparent manner.

In compliance with the provisions of Section 108 and 110 of the Act(s), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements), 2015 ("Listing Regulations") the Company is providing e- voting facility to its members for voting on the resolution contained in this Postal Ballot Notice through

National Securities Depository Limited ("NSDL"). The members can vote on the resolutions through remote e-voting facility only. Assent or dissent of the members on the resolution mentioned in Postal Ballot Notice would only be taken through the remote e-voting system as per the MCA Circulars. During the e-voting period, members of the company, holding shares either in physical form or in dematerialized form, as on Friday, June 06, 2025 can cast their vote electronically. The remote e- voting facility will be available from 9:00 Hours (IST) on Tuesday, June 10, 2025 up to 17:00 Hours (IST) on Wednesday, July 9, 2025 failing which it will be considered that no vote has been received from the shareholder. The e-voting facility will be disabled by NSDL immediately thereafter and will not be allowed beyond the said date and time.

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed hereto.

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After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Chairman of the Company of the Company. The result of the Postal Ballot would be announced by Chairman or Executive Director or any person as may be authorized by her not later than two working days from the conclusion of the e-Voting period and the same shall be communicated to the Stock Exchanges, where shares of the Company are listed i.e. www.nseindia.com and displayed along with the Scrutinizer's Report on the Company's Website i.e. https://antarcticainternational.com and on the website of the National Securities Depository Limited at https://www.evoting.nsdl.com.

The last date of e-voting, i.e. July 9, 2025, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESSES:

Item of Business requiring consent of shareholders through Postal Ballot (remote e-voting):

ITEM No - 1: WITHDRAWAL OF RESOLUTION OF INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT ALTERATION IN CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY PASSED THROUGH POSTAL BALLOT ON THURSDAY 7[TH] NOVEMBER, 2024:

To consider and if thought fit, to pass with or without modification(s), the following resolution(s) as an Special resolution:

“RESOLVED THAT the consent of the members be and is hereby accorded to repeal and withdraw the resolution no. 1 passed through Postal Ballot on Thursday 7th November, 2024, with respect to Increase in Authorized Share Capital of the Company and Consequent Alteration in Capital Clause of the Memorandum of Association of the Company.

RESOLVED FURTHER THAT the aforementioned resolution shall be treated as nullified and rescinded with immediate effect, and shall have no force or effect thereafter.

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RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorized to do all such acts, deeds and things as may be considered necessary, proper or expedient to give effect to this resolution.”

RESOLVED FURTHER THAT the Authorized Share Capital of the Company shall revert to its position prior to the resolution passed through Postal Ballot on Thursday 7th November, 2024. Accordingly, the Capital Clause of the Memorandum of Association shall continue to be as follows:

“V. The Authorized Share Capital of the Company is 67,00,00,000/(Rupees Sixty-Seven Crores Only) divided into 67,00,00,000 (SixtySeven Crores Only) equity shares of face value of Re.1/- (Rupee One Only) each.”

RESOLVED FURTHER THAT pursuant to provisions of Section 15 of the Companies Act, 2013 and the rules framed thereunder (including any statutory amendment made thereto or re-enactment thereof), the above alteration in the articles be and is hereby noted in each copy of the Memorandum of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board / Committee of the Board or any officer(s) authorized by the Board of Directors, be and are hereby authorized to do all such acts, deeds, matters and things whatsoever, including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorized to sign, execute all the documents and file relevant forms with the Registrar of Companies, Stock Exchanges and to do all such acts, deeds and things on behalf of the Company as it may in its absolute discretion deem necessary, proper or desirable to give effect to this resolution without being required to seek further consent or approval of the Shareholders of the Company in General Meeting.”

By Order of the Board For, Antarctica Limited

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Rajesh Digitally signed by Rajesh Mangilal Mangilal Sharma Date: 2025.05.30 Sharma 16:19:14 +05'30'

Date : 9[th] June, 2025 Place : Kolkata

Rajesh Mangilal Sharma Director DIN: 10479481

Regd. Office :

1A Vidyasagar Street, Kolkata, West Bengal, India, 700009 CIN: L22219WB1991PLC051949

NOTES:

  1. The explanatory statement pursuant to Sections 102 and 110 of the Act stating all material facts and the reasons for the proposal is annexed herewith. It also contains all the disclosures as specified in the Act, Listing Regulations and MCA Circulars.

  2. The Postal Ballot Notice is being sent to all the Members of the Company whose names appear on the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”), (NSDL together with CDSL, (the “Depositories”) and is available with the Company as on June 06, 2025. A copy of this Postal Ballot Notice will also be available on the website of the Company www. https://antarcticainternational.com the relevant section of the websites of the Stock Exchange on which the Equity Shares of the Company are listed and the website of the National Securities Depository Limited.

  3. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of the members as on June 06, 2025. A person who is not a shareholder on this date should treat this notice for information purpose only.

  4. The Company is sending Postal Ballot Notice in electronic form only. To facilitate such members to receive this notice electronically and cast their vote electronically, the Company has made special arrangement with its Registrar & Share Transfer Agent for registration of email addresses in terms of the MCA Circulars.

  5. In compliance with Sections 108 and 110 of the Act and the Rules made thereunder and Regulation 44 of "Listing Regulations". The Company has Page 6 of 17

provided the facility to the members to vote on the resolution through the e- voting facility arranged by National Securities Depository Limited. The instructions for e-voting are annexed to this Postal Ballot Notice. All the members are requested to cast their votes only through remote e-voting. A member cannot exercise vote by sending physical Postal Ballot.

  1. After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Chairman of the Company of the Company. The result of the Postal Ballot would be announced by Chairman or Executive Director or any person as may be authorized by her not later than two working days from the conclusion of the e-Voting period and the same shall be communicated to the Stock Exchanges, where shares of the Company are listed i.e. www.nseindia.com and displayed along with the Scrutinizer's Report on the Company's Website i.e. www.antarcticapackaging.com and on the website of the National Securities Depository Limited at https://www.evoting.nsdl.com.

  2. The last date of e-voting, i.e. July 9, 2025, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

  3. All the material documents referred to in the explanatory statement will be available for inspection electronically and at the registered office of the Company, during office hours on all working days from the date of dispatch of the Postal Ballot Notice until the last date for receipt of votes by remote e- voting. Members seeking electronic inspection of such documents can send an email to [email protected]

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INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING

The manner of voting by (a) individual shareholders holding shares of the Company in demat mode, (b) Shareholders other than individuals, holding shares of the Company in demat mode and shareholders holding securities in physical mode and c) Shareholders who have not registered their e-mail address/mobile, is explained in the instructions given herein below:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

  • In terms of SEBI circular dated December 9, 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. Shareholders are advised to update their mobile number and email Id in their demat accounts in order 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. For
OTP
based
login
you
can
click
onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You will have to enter your 8-digit DP ID,8-digit Client Id, PAN
No., Verification code and generate OTP. Enter the OTP received
on registered email id/mobile number and click on login. After
successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on
companyname ore-Voting serviceprovider i.e. NSDLandyou

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will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

  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.

  2. If you are 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

  3. 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 hold 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 eVoting 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.

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

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Individual
Shareholders
holding
securities in
demat mode
with CDSL
1)
2)
3)
4)
Users who have opted for CDSL Easi / Easiest facility, can login
through their existing 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
www.cdslindia.com and click on login icon & New System Myeasi
Tab and then user your existing my easi username & password.
After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote
e-Voting period. 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.
If the user is not registered for Easi/Easiest, option to register is
available at CDSL websitewww.cdslindia.com and click on login
& New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available onwww.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 evoting is in
progress and also able to directly access the system of all e-Voting
Service Providers.

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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.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. 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
[email protected] or call at 022 - 4886 7000
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
[email protected] or contact at toll free no.
1800-21-09911

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  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’ 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.

  4. Alternatively, if you are registered for NSDL eservices 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.

  5. Your User ID details are given below :

Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) 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**.
b) 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**
c) For Members holding shares in
Physical Form.
EVEN Number followed by Folio
Number registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is
101456001

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  1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  2. b) 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. c) How to retrieve your ‘initial password’?

    • (i) 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. Open the .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’.

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

  4. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  5. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  6. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  7. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

  9. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  10. Now, you will have to click on “Login” button.

  11. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

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  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.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

  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.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send 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 [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

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  1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to -

the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 9, 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. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

By Order of the Board For, Antarctica Limited Rajesh Digitally signed by Mangilal Rajesh Mangilal Sharma Date: 2025.05.30 Sharma 16:19:51 +05'30' Rajesh Mangilal Sharma Director DIN: 10479481

Date : 9[th] June, 2025 Mangilal Sharma Place : Kolkata Regd. Office : 1A Vidyasagar Street, Kolkata, West Bengal, India, 700009 CIN: L22219WB1991PLC051949

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EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

As required by Section 102 of the Companies Act, 2013 (the “Act”), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the following Explanatory Statement sets out all Material facts relating to the businesses mentioned under I t e m s N o . 1 o f t h e a c c o m p a n y i n g N o t i c e d a t e d 9[t h] J u n e , 2 0 2 5

ITEM No.1:

The resolution passed through Postal Ballot on Thursday 7[th] November, 2024, with respect to Increase in Authorized Share Capital of the Company and Consequent Alteration in Capital Clause of the Memorandum of Association of the Company is to be and hereby withdrawn with immediate effect, and shall have no force or effect thereafter.

Since the Board of Directors Company feels that the resolution passed for the increase in Authorised Share Capital is of no use to the Company and it would be better that the resolution passed through Postal Ballot on 7[th] November, 2024 be rescinded, cancelled and withdrawn.

The Authorized Share Capital of the Company shall revert to its position as specified prior to the resolution passed in through Postal Ballot on 7[th] November, 2024. Accordingly, the Capital Clause of the Memorandum of Association shall continue to be as follows:

“V. The Authorized Share Capital of the Company is 67,00,00,000/(Rupees Sixty-Seven Crores Only) divided into 67,00,00,000 (SixtySeven Crores Only) equity shares of face value of Re.1/- (Rupee One Only) each.”

The Memorandum of Association of the Company is available for inspection by the Members at the Registered Office of the Company during business hours on any working day till the last date of the e-voting.

By considering the above facts, the Board recommends the Ordinary Resolution set out in Item No. 1 of the Notice for the approval of the Shareholders.

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None of the Directors and/or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested, financially or otherwise, in the Ordinary Resolution set out as Item No. 1 of the Notice.

By Order of the Board Rajesh For, Antarctica Limited Digitally signed by Rajesh Mangilal Mangilal Sharma Date : 9[th] June, 2025 Date: 2025.05.30 Place : Kolkata Sharma 16:20:15 +05'30'

Rajesh Mangilal Sharma Director DIN: 10479481

Regd. Office :

1A Vidyasagar Street, Kolkata, West Bengal, India, 700009 CIN: L22219WB1991PLC051949

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