Emami Ltd — Proxy Solicitation & Information Statement 2022

May 25, 2022

emami limited

* éMami

Date: 25" May, 2022

The Manager - Listing The National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C/1, G. Block Bandra Kurla Complex, Bandra (E) Mumbai - 400 051 Scrip Code: EMAMILTD

The Manager - Listing BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001 Scrip Code: 531162

Dear Sirs,

Sub: Intimation of Postal Ballot/ Calendar of Events

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a copy of the Postal Ballot Notice together with the Explanatory Statement, seeking approval of the shareholders for following Resolutions:

Resolution No 1: Re-appointment of Shri C. K. Dhanuka (DIN: 00005684) as an Independent Director of the Company. (Special Resolution)

Resolution No 2: Revision in remuneration of Shri Prashant Goenka (DIN 00703389), Whole-time Director of the Company. (Ordinary Resolution)

The e-voting will commence on 9:00 a.m. (IST) on Friday, 27 May, 2022 and ends at 5:00 p.m. (IST) on Saturday, 25" June, 2022. The Postal ballot notice will also be available on the Company's website at www.emamiltd.in.

The Calendar of Events for the proposed postal ballot process is attached for your reference.

Thanking You, Yours Sincerely, For Emami Limited

Lee ss

A. K. Joshi Company Secretary & VP- Legal (Encl.: As above)

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2 emami limited smami Corporate Identification Number: L63993WB1983PLC036030

Registered Office: Emami Tower, 687, Anandapur, E M Bypass, Kolkata-700107, West Bengal. Phone No. +91 33 66136264, Website: www.emamiltd.in, e-mail: investors@emamigroup.com

POSTAL BALLOT NOTICE

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

Dear Shareholder(s),

Notice is hereby given pursuant to and in compliance with the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, read with the General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020, the General Circular No. 39/2020 dated December 31, 2020, the General Circular No. 10/2021 dated June 23, 2021 and General Circular No.20/2021 dated December 8, 2021 issued by the Ministry of Corporate Affairs ("MCA Circulars") and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to other applicable laws and regulations (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time), that the resolutions as set out in this Notice are proposed for approval of the shareholders of the Company through postal ballot by way of voting through electronic means ("Remote E-voting").

The explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act read with Regulation 36 of Listing Regulations and Secretarial Standards on General Meeting ("SS-2") is attached.

The Board of Directors of the Company, at its meeting held on Friday, May 13, 2022, appointed Mr. Raj Kumar Banthia (ACS-17190), partner of M/s MKB & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot only through the e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

In accordance with the provisions of the MCA Circulars, shareholders can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer a remote e-voting facility to all its shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the Notes to this postal ballot notice ("Postal Ballot Notice") to cast their vote electronically. Shareholders are requested to cast their vote through the e-voting process not later than 5.00 p.m. IST on Saturday, June 25, 2022, to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholders.

In accordance with the provisions of the MCA Circulars, the Company has arranged for the shareholders to register their e-mail addresses. Those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The Scrutinizer will submit his report to the Managing Director/Whole Time Director of the Company after completion of scrutiny of the e-voting. The results shall be declared on or before Tuesday, June 28, 2022 and communicated to BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE")", Central Depository Services (India) Limited ("CDSL"), Maheswari Datamatics Private Limited, Registrar & Transfer Agent and will be displayed on the Company's website www.emamiltd.in. The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS:

RESOLUTION NO. 1: Re-appointment of Shri C. K. Dhanuka (DIN: 00005684) as an Independent Director of the Company.

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV to the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014, applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Shri C. K. Dhanuka (DIN: 00005684), holding office as an Independent Director and being eligible to be re-appointed for second term under the provisions of the Companies Act, 2013 and

Page 1 of 9

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rules made thereunder be and is hereby reappointed as an Independent Director of the Company not liable to retire by rotation, with effect from August 2, 2022 for a second term of 5(five) consecutive years.

RESOLVED FURTHER THAT the Board of the Directors be and is hereby authorized to do all acts, deeds and things as it may in its absolute discretion deem necessary, as may be deemed proper and expedient to give effect to this aforesaid Resolution and to settle any question or doubt that may arise in the said regard."

RESOLUTION NO. 2: Revision in remuneration of Shri Prashant Goenka (DIN 00703389), Whole-time Director of the Company.

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

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule V to the Companies Act, 2013, and read with the Companies (Appointment and Qualification of Directors) Rules, 2014, applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the consent of the members of the company be and hereby accorded to the revision in remuneration of Shri Prashant Goenka (DIN 00703389), Whole-time Director of the Company as set out in the explanatory statement and supplemental agreement dated May 24, 2022 entered into between the Company and Shri Prashant Goenka, Whole time Director.

RESOLVED FURTHER that in the absence or inadequacy of profits in any financial year, minimum remuneration payable shall be determined in terms of Schedule V of the Companies Act, 2013.

RESOLVED FURTHER that the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include Nomination and Remuneration Committee of the Board) be and is hereby authorized to alter and vary the terms and conditions of the said appointment and / or remuneration of Shri Prashant Goenka as it may deem fit and as may be acceptable to him, subject to the same not exceeding the limits hereby sanctioned and within the overall ceiling of managerial remuneration provided under section 197 the Companies Act, 2013 or any other statute or such other limits as may be approved by the members from time to time.

RESOLVED FURTHER that the Board of the Directors be and is hereby authorized to do all acts, deeds and things as it may in its absolute discretion deem necessary, as may be deemed proper and expedient to give effect to this aforesaid Resolution and to settle any question or doubt that may arise in the said regard."

Date: May 24, 2022

Place: Kolkata By Order of the Board For Emami Limited

AK Joshi Company Secretary & VP-Legal Membership No. ICSI -FCS 4976

NOTES:

1. The Explanatory statement pursuant to Sections 102 and 110 of the Act read with Regulation 36 of Listing Regulations and SS-2 stating all material facts and the reasons for the proposals set out in resolutions is annexed herewith and forms a part of the Notice.

2. In line with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members/List of Beneficial Owners as on Friday, May 20, 2022 ("Cut-Off Date") received from Depositories and whose e-mail addresses are registered with the Company/Depositories. Members may please note that the Postal Ballot Notice will also be available on the Company's website at http://www.emamiltd.in , websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of Maheswari Datamatics Private Limited at https://www.mdpLin. The Postal Ballot Notice shall also be available on the website of Central Depository Services (India) Limited ("CDSL") https://www.evotingindia.com/.

3. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's

@ emami limited emami Registrar and Share Transfer Agent, Maheswari Datamatics Private Limited, 23, R N Mukherjee Road, Sth Floor, Kolkata - 700 001, West Bengal or email at mdplda@yahoo.com.

1. Members may note that pursuant to the MCA Circulars, the Company has additionally enabled a process for the limited purpose of receiving shareholder communications and the Members (holding physical shares) may update their email address by intimating the RTA at mdpldc@yahoo.com or the company to investors@emamigroup.com .

2. In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot. Shareholders whose names appear on the Register of Members/List of Beneficial Owners as on Friday, May 20, 2022 will be considered for the purpose of e-voting.

3. Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.

4. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

5. In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the shareholders to exercise their votes electronically and vote on the resolutions through the e-voting service facility arranged by Central Depository Services (India) Limited ("CDSL") https://www.evotingindia.com/ The instructions for e-voting are provided as part of this Postal Ballot Notice.

6. Shareholders desiring to exercise their vote through the e-voting process are requested to read the instructions in the Notes under the section "General information and instructions relating to e-voting" in this Postal Ballot Notice. Shareholders are requested to cast their vote through the e-voting process not later than 5.00 p.m. IST on Saturday, June 25, 2022 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.

7. The e-voting period commences at 9:00 a.m. (IST) on Friday, May 27, 2022 and ends at 5:00 p.m. (IST) on Saturday, June 25, 2022. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

8. The Scrutinizer will submit his report to the Managing Director / Whole time Director of the Company after the completion of scrutiny, and the result of the voting by postal ballot through the e-voting process will be announced by the Managing Director / Whole time Director of the Company, on or before Tuesday, June 28, 2022, and will also be displayed on the website of the Company (www.emamiltd.in), besides being communicated to the Stock Exchanges, and CDSL.

9. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Saturday, June 25, 2022, i.e., the last date specified for receipt of votes through the e-voting process.

10. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to investors@emamigroup.com /mdpldo@yahoo.com mentioning their names, folio numbers, DP ID and Client ID.

Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 read with Rule 22 of The Companies (Management and Administration) Rules, 2014

RESOLUTION NO. 1:

Shri C. K. Dhanuka was appointed as an Independent Director for a term of 5 (five) consecutive years with effect from August 2, 2017. Accordingly, his first term as an Independent Director completes on August 1, 2022.

Based on the recommendation of the Nomination and Remuneration Committee, and considering his skills, experience, expertise and contributions during his first term as an Independent Director and positive outcome of performance evaluation, the Board is of the opinion that his continued association will add value and it will be in the best interest of the Company to re-appoint him as an Independent Director for a second term of 5 (Five) consecutive years with effect from August 2, 2022 and as such the Board has proposed him as Independent Director for the second term of Five(5) consecutive years w.e.f August 2, 2022 for approval of the members by way of Special Resolution.

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emami emami limited

The Company requires an Independent Director to inter alia have skill sets such as Leadership of managing large Organization, ability to use experience in Visioning, Strategic planning, Financial and Risk Management and Innovation & Marketing exposure and Supply Chain management etc. The Nomination and Remuneration Committee of the Board of Directors believes Shri C. K. Dhanuka has the above attributes and skills.

The members are informed that Shri. C. K. Dhanuka, being an Independent Director of the Company and being eligible, offers himself to be re-appointed for the second term of five years. Shri C. K. Dhanuka is not disqualified from being appointed as a Director in terms of Seetion 164(2) of the Act and has given his consent to act as an Independent Director of the Company. The Company has also received necessary declaration from him that he meets the criteria of independence as prescribed both under Section 149(6) of the Act and under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In the opinion of the Board of Directors, Shri C. K. Dhanuka fulfils the conditions specified in the Act and the rules made thereunder, for his re-appointment as an Independent Director of the Company. He is independent of the management and possesses appropriate skills, experience and knowledge.

Copy of the draft letter of appointment of Shri C. K. Dhanuka setting out the terms and conditions of appointment shall be available for inspection by the Members electronically.

Shri C. K. Dhanuka shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof, reimbursement of expenses for participating in such meetings and profit related commission within the limits stipulated under Section 197 of the Act as recommended by the Nomination and Remuneration Committee.

Details of Shri C. K. Dhanuka is provided in "Annexure |" to the Notice pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.

The Board of Directors recommends the resolution for approval of the Members by way of a Special Resolution

Except Shri C. K. Dhanuka being the appointee, none of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out.

RESOLUTION NO 2:

At the 36% Annual General of Company, the Shareholders had approved reappointment of Shri Prashant Goenka as Whole time Director for the further term of five year commencing from January 20, 2019 to January 19, 2024 along with his remuneration and other terms of reappointment as per agreement dated January 14, 2019. Shri Prashant Goenka, an expert in International Marketing heads International Business Division of the Company.

Upon the recommendation of Nomination and Remuneration Committee of the Company, the Board at its meeting held on May 13, 2022 proposed revision of his remuneration by way of enhancing his monthly salary with effect from April 1, 2022 from Rs. 10 lacs per month to the sum in the range of Rs. 11 lacs to Rs. 14 lacs per month (as approved by the Board), for the remaining period of his tenure ending on January 19, 2024. Accordingly, a supplemental agreement has been executed on May 24, 2022.

Consequent upon the above revision, monthly remuneration of Shri Prashant Goenka, Whole time Director will enhance from Rs. 10 lac to Rs. 11 lacs w.e.f April 1, 2022 to be approved by the Board and consequential increase in components linked with basic salary. Other terms and conditions of the reappointment as per agreement dated January 14, 2019 will remain the same.

Copy of the agreements referred to above shall be open for inspection in electronic mode. Members can inspect the same by sending an e-mail to investors@emamigroup.com on or before Saturday, June 25, 2022.

Details of Shri Prashant Goenka is provided in "Annexure |" to the Notice pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.

The Board of Directors of your Company recommends the resolution for the approval by the shareholders of the Company.

Except Shri Prashant Goenka (appointee) himself, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or

Interested, financially or otherwise in this Resolution except to the extent of their Shareholding.

Date: May 24, 2022

Place: Kolkata By Order of the Board For Emami Limited

AK Joshi Company Secretary & VP-Legal Membership No. ICSI -FCS 4976

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	emami limited
X emami	Details of Directors seeking appointment
		[Pursuant to the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standard on
	General Meetings issued by The Institute of Company Secretaries of India
Name Present Appointment in the capacity of	Shri C. K. Dhanuka Independent Director	Shri Prashant Goenka Wholetime Director
Director Identification Number	00005684	00703389
Date of Birth/Age	19-01-1954	30-10-1973
Nationality Experience in specific functional	Indian Eminent Industrialist and expert in manage-	Indian Extensive knowledge and experience in International
area/Brief Resume Qualification	ment strategy Commerce Graduate	Marketing and Brand Development Master of Business Administration in International
		Marketing from University of Wales, College of Cardiff, UK; Diploma in Finance and Marketing
Skill Sets		As per Explanatory Statement
Date of first Appointment on the Board Terms and Conditions of Appointment	02-08-2017 Re-appointment for a second term of 5(five)	20-01-2014 As per Explanatory Statement
/ Re-appointment	consecutive years w.e.f 2"4 August, 2022
Last drawn remuneration	Rs.10.60 lacs during FY 2021-22 (Sitting Fees & Commission)	Rs. 134.80 lacs during FY 2021-22
Details of remuneration sought to be paid	'As an Independent Director, he shall be eligt- ble for Sitting Fees & Commission	As per Explanatory Statement
Relationship with other Directors and Key Managerial Personnel	None	None
Directorship in Companies	1, CESC Ltd; 2. Emami Limited; 3. Dhunseri Tea & Industries Limited, 4. Naga Dhunseri	Emami Limited;
	Group Ltd; 5. Mint Investments Ltd; 6. Dhun seri Investments Limited; 7. Dhunseri Ven
Chairman/Member in the Committees	tures Limited; Chairman	Chairman
of the Boards of companies	1, Dhunseri Ventures Ltd: (Share Transfer; In- vestment; Corporate Responsibility Social	None Member 1.Emami Limited:
	Committees) 2. Dhunseri Tea & Industries Ltd.: Committee of Directors; Risk management; Investment Committees) Share Transfer;	(Stakeholders Relationship Committee and Corporate Social Responsibility committee)
	3.Dhunseri Investment Ltd; (Share Transfer Committee) Naga Dhunseri Group Ltd; 4.
	(Share Transfer Committee) 5. CESC Ltd: (Au dit; Nomination and Remuneration) 6.Emami
	Limited;(Stakeholders Relationship Committee) Member
	1. Dhunseri Ventures Ltd: (Audit; Stakeholders Relationship; Nomination And Remuneration
	Committees) 2.Dhunseri Tea & Industries Ltd.: (Audit; Stakeholders Relationship; Nomination And Remuneration; Corporate Social Responsi-
	bility Committees) 3. Dhunseri Investment Ltd: (Stakeholders Re
	lationship; Nomination and relationship; Cor- porate Social Responsibility; Risk Management
	Committees) 4. Naga Dhunseri Group Ltd: (Au dit; Corporate Social Responsibility Commit
	tees) 5. Mint Investments Ltd: (Audit Commit- tee) 6. CESC Ltd: (Corporate Social Responsi
	bility Committee), 7. Emami Ltd: (Audit; Nomi- nation And Remuneration committee)
Listed entities from which the Director None has resigned in the past three years		None
Number of shares held in the Company NIL		1,90,000
	6(Six meetings)	6(Six meetings)
Number of meetings of the Board at tended during the year ( FY 2021-2022)
		Page 5 of 9

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General informatio: instructions relati: -votin,

. VOTING THROUGH ELECTRONIC MEANS

a) The remote e-voting facility will be available during the following voting period:

Q emami			emami limited
		General informatio:	instructions relati: -votin,
a)	. VOTING THROUGH ELECTRONIC MEANS	The remote e-voting facility will be available during the following voting period:
	Commencement of remote e-voting		End of remote e-voting
	From 9:00 a.m (IST) on Friday, May 27, 2022		Up to 5:00 p.m. (IST) on Saturday, June 25, 2022
b)			A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the relevant depository as on the cut-off date Friday, May 20, 2022, only shall be entitled to avail the facility of remote e-voting at the Meeting. A person who is not a member as on the cutoff date should treat this notice for information purpose only.
c)	expiry of aforesaid period.		The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon

a)	The remote e-voting facility will be available during the following voting period:
Commencement of remote e-voting		End of remote e-voting
From 9:00 a.m (IST) on Friday, May 27, 2022		Up to 5:00 p.m. (IST) on Saturday, June 25, 2022
b) c) expiry of aforesaid period.		A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the relevant depository as on the cut-off date Friday, May 20, 2022, only shall be entitled to avail the facility of remote e-voting at the Meeting. A person who is not a member as on the cutoff date should treat this notice for information purpose only. The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled upon
Type of shareholders		Login Method
Individual Shareholders hold ing securities in Demat mode with CDSL	1) authentication. The icon and select New System Myeasi. 2) provided also links website directly user the 3) is If https: / 4) Providers.	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 URL users Easi/Easiest for login are to to https: //web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login After successful login, the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by com pany. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting their vote during the remote e-Voting period. Additionally, there is system access e-Voting Providers Service the to of all i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers' Easi/Easiest, registered option available not register for to at is /web.cdslindia.com /myeasi/Registration /EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Num ber and PAN No. from the e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. 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
d) voting process. e) explained herein below:		Demat account holders can now cast their votes electronically by way of a single login credential, through their demat ac counts/ websites of Depositories / Depository Participants, without having to register again with the E-voting Service Provider (ESP), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e The details of the process and manner for remote e-voting for Individual shareholders holding securities in Demat mode are
		Page 6 of 9

• counts/ websites of Depositories / Depository Participants, without having to register again with the E-voting Service Provider (ESP), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in evoting process.
• e) The details of the process and manner for remote e-voting for Individual shareholders holding securities in Demat mode are explained herein below:

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Login Method Type of sharehold ers
Share- Individual 1)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL.
holders holding secu rities in demat mode	Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial
with NSDL	Owner" icon under "Login" which is available under IDeAS' section. A new screen will open. You
	will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 name and you will be re directed to e-Voting service provider website for casting your vote during the remote e-Voting period.
2)	If the user is not registered for IDeAS e-Services, option to register is available at https://eserv
cureWeb/IdeasDirectReg.isp	ices.nsdl.com. Select "Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/Se
NSDL. Open e-Voting website Visit the of 3)	web browser typing following URL: by the
of e-Voting system is launched,	https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page click on the icon "Login" which is available under 'Share
	holder/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 name and you will be redirected to e-Voting service provider website for casting your vote during the
remote e-voting period.
Login Method Type of sharehold ers
Share- You can also login using the login credentials of your demat account through your Depository Participant Individual holders (holding se- registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option.
demat Once you click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after successful curities in
mode) login through authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider their Depository Par- name and you will be redirected to e-Voting service provider website for casting your vote during the remote
e-Voting period. ticipants
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 website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depos
itory ie. CDSL and NSDL.
Login type	Helpdesk details
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43. securities in Demat mode with CDSL
Individual Shareholders holding securities in Demat mode with evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at

	holder/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 name
	and you will be redirected to e-Voting service provider website for casting your vote during the remote e-voting period.
Type of sharehold	Login Method
ers
Individual	Share- You can also login using the login credentials of your demat account through your Depository Participant
	holders (holding se- registered with NSDL/CDSL for e-Voting facility. After successful login, you will be able to see e-Voting option.
curities in	demat Once you click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after successful
	mode) login through authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider
	their Depository Par- name and you will be redirected to e-Voting service provider website for casting your vote during the remote
ticipants	e-Voting period.
	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 website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depos
	Helpdesk details
	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
	helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
	evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
	Login method for e-Voting for shareholders other than individual shareholders holding in Demat form & physical shareholders.
itory ie. CDSL and NSDL. Login type Individual Shareholders holding securities in Demat mode with CDSL Individual Shareholders holding securities in Demat mode with NSDL	(i) The members should log on to the e-voting website https: //www.evotingindia.com

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 website.

Login type	Helpdesk details
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
securities in Demat mode with	helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
CDSL
Individual Shareholders holding	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
securities in Demat mode with	evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
NSDL

@ emami limited

(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

@	emami limited
Ae, emami	(iii) 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 with the Company.
	(iv) Next enter the Image Verification as displayed and Click on Login.
	(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any
	company, then your existing password is to be used.
	(vi) If you are a first time user, follow the steps given below:
	For Members holding shares in Demat Form and Physical Form - other than individual Members
PAN	Enter your 10-digit alphanumeric PAN issued by Income Tax Department (Applicable for both demat O
	shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested
	C to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat Bank De-
(DOB)	account or in the company records in order to login. tails OR Date of Birth If both the details are not recorded with the depository or company, please enter the member id / 0
	folio number in the Dividend Bank details field as mentioned in instruction (iii)
	(vii) After entering these details appropriately, click on "SUBMIT" tab
	(viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members hold
	ing shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their
	login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting
	through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost
	care to keep your password confidential.
	(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
	(x) Click on the EVSN for EMAMI LIMITED to vote
	(xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting.
	Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution
	(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
	(xiii) After selecting the 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.
	(xiv) Once you "CONFIRM" your vote on the resolution, as it is not permissible to modify your vote
	(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system
	Additional Facility for Non-Individual Members and Custodians - for Remote E-Voting:
	Non-Individual members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to O
(QAM! Ln	www.evotingindia.com and register themselves in the "CORPORATES" module. a Page 8 of 9

• (vii) After entering these details appropriately, click on "SUBMIT" tab
• (viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN for EMAMI LIMITED to vote

• (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution

• (xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xiii) After selecting the 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.

Additional Facility for Non-Individual Members and Custodians - for Remote E-Voting:

&> as. ont emami limited

• ^OA scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com
• 0 After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• 0 The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• 2 Ascanned copy of the Board Resolution and Power of Attorney (POA), which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• (Alternatively Non Individual members are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at scrutinizermkb@gmail.com and to the Company investors@emamigroup.com or to M/s Maheshwari Datamatics Pvt. Ltd., Registrar & Share Transfer Agent of the company at mdplde@yahoo.com with a copy marked to helpdesk.evoting@cdslindia.com if they have voted from individual tab & not uploaded same in the CDSL evoting system for the scrutinizer to verify the same.

POSTAL BALLOT

CALENDAR OF EVENTS FOR POSTAL BALLOT PROCESS

		emami limited
emami
	POSTAL BALLOT
	CALENDAR OF EVENTS FOR POSTAL BALLOT PROCESS
SI No.	Particulars	date 13th May, 2022
1 2	Date on which consent is given by the Scrutinizer Date of consideration of the matter in Board Meeting, approving postal	13th May, 2022
	Ballot notice and authorizing Executive Director and Company Secretary
	for being responsible for the entire postal ballot process
s	Specified Date for determining shareholders to whom Postal Ballot Notice will be sent	20th May, 2022
4	the Ballot to Postal Notice of sending of of completion Date of	May, 2022 26th
	shareholders
5	Publication of notice in newspaper for the date of completion of sending of email	May, 2022 27th
6	Opening Date of e voting	May, 2022 27th
7	End of E voting	25th June, 2022
8	for submission of results by the scrutinizer Last Date	28th June, 2022
9	Date on which Resolution will be deemed to be passed.	25th June, 2022