EPL LIMITED — Proxy Solicitation & Information Statement 2023

Oct 30, 2023

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October 30, 2023

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C/1, Block G, Dalal Street, Mumbai - 400001 Bandra-Kurla Complex, Bandra (E), Mumbai - 400051 Scrip Code: 500135 Trading Symbol: EPL

Sub. : Notice of Postal Ballot - EPL Limited (“Company”)

• Ref. : 1. Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (“SEBI LODR Regulations”)

2. ISIN: INE255A01020

Dear Sir/ Madam,

We wish to inform you that the Company is seeking approval of its Members for the appointment of Mr. Shashank Sinha (holding Director Identification Number 02544431) as an Independent Director of the Company for a period of 5 (five) years with effect from September 4, 2023 (“Special Resolution”), by way of Postal Ballot - only by voting through electronic means (“remote e-voting”), in terms of the provisions of Section 110 and other applicable provisions of the Companies Act, 2013, if any, read with the rules made thereunder (as amended) and Regulation 44 of the SEBI LODR Regulations and also in line with the various circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time, more specifically General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 03/2022 dated May 5, 2022, General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 9/ 2023 dated September 25, 2023 (“MCA Circulars”).

The Postal Ballot Notice dated October 27, 2023 issued in this regard, which includes the Special Resolution, the Explanatory Statement in terms of the provisions of Section 102 of Act, instructions for remote e-voting and other relevant information (“Notice”), is enclosed herewith.

Please note that in line with the provisions of the aforesaid MCA Circulars, the Notice is being sent through electronic mode, only to the Members whose names appear on the Register of Members / List of beneficial owners as received from the Depository(ies) and whose email address is registered with the Company/ Depository(ies), as on Friday, October 27, 2023 (“Cut-off Date”). The physical copy of notice along with Postal Ballot Form and pre-paid business reply envelope is not sent to the Members for this Postal Ballot and hence, the Members will be required to communicate their assent or dissent through the remote e-voting only.

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Brief details of remote e-voting are as under:

Commencement of remote e-voting	:	From 9.00 A.M. on Wednesday,November 1,2023
End of remote e-voting	:	Upto 5.00 P.M. on Thursday,November 30,2023
URL for remote e-voting	:	https://www.evoting.nsdl.com
Name of the Scrutinizer		Mr. Mehul Pitroda, Proprietor of M S Pitroda & Co. - Practicing Company Secretary

The Notice is also available on the website(s) of the Company at www.eplglobal.com under Investor Relations section and National Securities Depository Limited (“NSDL”) i.e. at www.evoting.nsdl.com, whose services have been availed by the Company for the purpose of providing remote e-voting facility to the Members.

This is for your information and records.

Thanking you.

Yours faithfully, For EPL Limited

Digitally signed by ONKAR ONKAR DEEPAK DEEPAK GHANGURDE GHANGURDE Date: 2023.10.30 17:16:55 +05'30'

Onkar Ghangurde

Head - Legal, Company Secretary & Compliance Office r Encl.: As above

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EPL LIMITED

(formerly known as Essel Propack Limited)

CIN : L74950MH1982PLC028947 Registered Office : P.O. Vasind, Taluka Shahapur, Thane 421604, Maharashtra; Tel. : +91 9673333971/9882 Corporate Office : Top Floor, Times Tower, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400013; Tel. : +91 22 2481 9000/9200; Fax : +91 22 24963137 E-mail : complianceofcer@eplglobal.com; Website : www.eplglobal.com

POSTAL BALLOT NOTICE

[In terms of the provisions of Section 110 of the Companies Act, 2013 read with applicable provisions of the Companies (Management and Administration) Rules, 2014 (as amended)

To, The Members, EPL Limited

Dear Member(s),

NOTICE is hereby given that EPL Limited (“Company”) is seeking approval of the Members to the Special Business and the Special Resolution appended below, in relation to the appointment of Mr. Shashank Sinha (holding Director Identification Number 02544431) as an Independent Director of the Company for a period of 5 (five) years with effect from September 4, 2023 (“Special Resolution”), by way of Postal Ballot - only by voting through electronic means (“remote e-voting”), in terms of the provisions of Section 110 and other applicable provisions of the Companies Act, 2013, if any (including any statutory amendment or modification or re-enactment thereof, for the time being in force) (“Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (as amended) (“Rules”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (including various circulars issued thereunder, from time to time) (“SEBI LODR Regulations”), and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (as amended) (“SS-2”), and also in line with the various circulars issued by the Ministry of Corporate Affairs, Government of India (“MCA”) from time to time, more specifically General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 03/2022 dated May 5, 2022, General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 9/ 2023 dated September 25, 2023 (“MCA Circulars”), and subject to the provisions of other applicable law(s), rule(s) and regulation(s) (as amended).

The Explanatory Statement in terms of the provisions of Section 102 of the Act setting out the material facts, relevant details and reasons/ rationale for the Special Resolution, forms part of this Notice.

In line with the provisions of the aforesaid MCA Circulars, this Notice is being sent only through electronic mode to those Members whose E-mail addresses are registered with the Company/ Depositories and it will also be made available on the website of the Company i.e. www. eplglobal.com and on the websites of the BSE Limited i.e. at www.bseindia.com and the National Stock Exchange of India Limited i.e. at www.nseindia.com. Please note that the physical copy of notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and hence, the Members are required to communicate their assent or dissent through the remote e-voting only.

In compliance with Regulation 44 of the SEBI LODR Regulations and in terms of the provisions of Section 108 and Section 110 of the Act read with the Rules, the Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting facility to the Members. Please carefully read and follow the instructions on e-voting given in this Notice.

The instructions for remote e-voting are included in this Notice and brief details of remote e-voting are as under:

• Cut-off date : Friday, October 27, 2023 (for determining the Members entitled to vote on the Special Resolution forming part of this Notice)

• Commencement of : From 9.00 A.M. on Wednesday, remote e-voting November 1, 2023

• End of remote e-voting : Up to 5.00 P.M. on Thursday, November 30, 2023

• • URL for remote : https://www.evoting.nsdl.com e-voting

Any person who is not a member on the above mentioned Cut-off date should treat the Notice for information purpose only.

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Mr. Mehul Pitroda (Membership Number A43364 and Certificate of Practice Number 20308), Proprietor of M S Pitroda & Co. - Practicing Company Secretary, has been appointed to act as the Scrutinizer to conduct the remote e-voting process in a fair and transparent manner. The Members are requested to carefully read the instructions in the ‘Notes’ section of this Notice and record your assent (FOR) or dissent (AGAINST) through the remote e-voting not later than 5:00 p.m. on Thursday, November 30, 2023, failing which it will be considered that no vote has been received from the Member.

The Scrutinizer will submit his report to the Chairman or any person authorised by the Chairman, after completion of scrutiny of the votes received from the Members through remote e-voting. The results shall be declared within 2 (two) working days from the conclusion of the remote e-voting and communicated to the Stock Exchanges, Depositories and RTA. The results will be displayed on the website of the Company i.e. www.eplglobal.com and will also be published on notice board at the Registered and Corporate office of the Company.

For any queries/grievances or guidance for e-voting, Members may contact Mr. Onkar Ghangurde, Head - Legal, Company Secretary & Compliance Officer on +91 22 2481 9000/ 9200 or at complianceofcer@eplglobal.com .

SPECIAL BUSINESS

1. Appointment of Mr. Shashank Sinha (holding Director Identification Number 02544431) as an Independent Director of the Company:

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“ RESOLVED THAT Mr. Shashank Sinha (holding Director Identification Number 02544431), who was appointed by the Board of Directors (“Board”), based on the recommendation of the Nomination and Remuneration Committee, as an Additional Director of the Company with effect from September 4, 2023, in terms of the provisions of Section 161 and any other applicable provisions of the Companies Act, 2013, if any (including any statutory amendment or modification or re-enactment thereof, for the time being in force) (“Act”) read with the rules made thereunder (as amended) and the Memorandum and Articles of Association of the Company, and who is eligible

for appointment and has consented to act as a Director of the Company and in respect of whom the Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT in terms of the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable rules framed under the Act (as amended) read with Regulation 16, 25 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and in line with the Memorandum and Articles of Association of the Company and pursuant to approval and recommendation of the Nomination and Remuneration Committee and of the Board of Directors of the Company, appointment of Mr. Shashank Sinha (holding Director Identification Number 02544431), who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations, and who is eligible for appointment, as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 consecutive years, from September 4, 2023 up to September 3, 2028, be and is hereby approved.

RESOLVED FURTHER THAT any one of the Directors or Key Managerial Personnel of the Company, be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the above resolution and to take necessary actions on behalf of the Company in that regard.”

By order of the Board of Directors For EPL Limited Onkar Ghangurde Head - Legal, Company Secretary & Compliance Officer ICSI Membership No.: A30636

Date : October 27, 2023 Place : Mumbai

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EXPLANATORY STATEMENT IN TERMS OF THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013

The following statement sets out all material facts relating to the Special Business mentioned in this notice:

The Board of Directors of the Company (“Board”), on the recommendation of its Nomination and Remuneration Committee (“NRC”), had approved the appointment of Mr. Shashank Sinha (holding Director Identification Number 02544431) as an Additional (Non-Executive, Independent) Director of the Company, for a period of 5 (five) years commencing from September 4, 2023 up to September 3, 2028, subject to approval of the Members. The Board has also co-opted Mr. Sinha as a Member and Chairperson of the Nomination and Remuneration Committee of the Company and as a Member of Risk Management Committee, with effect from September 5, 2023.

In terms of the provisions of Section 161 of the Companies Act, 2013 (“Act”), Mr. Sinha will hold office up to the commencement of the ensuing Annual General Meeting of the Company to be held in the year 2024. However, in terms of the provisions of Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), approval of Members of the Company is required to be obtained for appointment of a Director, at the next general meeting or within a time period of 3 (three) months from the date of appointment, whichever is earlier. Hence, the Company is required to seek approval of the Members on or before December 3, 3023 and therefore, approval of the Members is being now sought for the aforesaid appointment of Mr. Shashank Sinha, through this Postal Ballot notice.

Brief Profle of Mr. Sinha:

Mr. Shashank Sinha has a background in engineering and received his MBA from the Indian Institute of Management, Lucknow. He served as MD & CEO of Strides Pharma Science Limited (Strides), an Indian pharmaceutical company, listed on the BSE Limited. Under his leadership, Strides rapidly built scale and scope, growing revenues 4x in 4 years and established a multinational footprint. Immediately before Strides, he headed the global flexibles business of Huhtamaki Oyj, a leading consumer packaging company headquartered in Espoo, Finland. He led the acquisition of Positive Packaging Pvt. Ltd. and its merger with Huhtamaki PPL. Earlier, he held leadership roles with Godrej Consumer Products Ltd., Navis Capital Partners, Sara Lee Corporation and Reckitt Benckiser plc. With more than thirty years in consumer packaged goods businesses in home and personal care as well as food and beverage categories, Mr. Sinha has wide international experience having lived and worked in eight countries. He

founded Wabi Sabi Advisory LLP, where he brings to bear his wide international experience and deep industry knowledge. He has served on the board of several companies in India and overseas and is currently on the board of Strides Consumer Pvt. Ltd. and Fullife Healthcare Pvt. Ltd.

Additional details as required under Regulation 36 of SEBI LODR Regulations and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (as amended) (“SS-2”), are given in Annexure to this Notice.

The Company has received a notice in writing in terms of the provisions of Section 160 of the Act, proposing the appointment of Mr. Sinha as a Director of the Company. Further, Mr. Sinha has provided:

• a) his consent to act as a Director of the Company in Form DIR 2, in terms of Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014;

• b) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under Section 164(2) of the Act; and

• c) a declaration to the effect that he meets with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations.

In conformity with the Company’s Nomination and Remuneration Policy, Mr. Sinha will be entitled to receive remuneration by way of sitting fees for attending the meetings of the Board and Committees thereof of which membership, if any, is held by him, reimbursement of expenses for participation in the meetings and also commission on an annual basis, of such sum as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and rules made thereunder. The terms and conditions of Mr. Sinha’s appointment are available for inspection by the Members in the manner provided in the Notes to this Notice. Further, a copy of the letter of appointment for Independent Directors, setting out the terms and conditions of appointment, is available on the website of the Company i.e. www.eplglobal.com.

The Board considers that the rich experience and vast knowledge of Mr. Sinha, will be valuable to the Board and the Company. Further, in the opinion of the NRC and the Board, Mr. Sinha fulfils the conditions of independence as specified in the Act, the rules thereunder and the SEBI LODR Regulations, and is independent of the Management. Further, in the opinion of the NRC and the Board, Mr. Sinha possesses the requisite skills and capabilities required for the role of an Independent Director of the Company, considering his qualifications, rich experience and expertise. Accordingly, the Board

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recommends the Special Resolution with respect to the appointment of Mr. Shashank Sinha as a Director and as an Independent Director of the Company, as set out in the notice and approval of the Members is sought in terms of the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act read with the applicable rules made thereunder and SEBI LODR Regulations, for Mr. Sinha’s appointment as an Independent Director.

Mr. Sinha is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel. Further, none of the Directors and/or Key Managerial Personnel of the Company and/or their relatives, except Mr. Shashank Sinha and his relatives, is in any way concerned or interested (financially or otherwise), in the proposed Special Resolution.

By order of the Board of Directors For EPL Limited

Onkar Ghangurde Head - Legal, Company Secretary & Compliance Officer ICSI Membership No.: A30636

Date : October 27, 2023 Place : Mumbai

NOTES FOR THE ATTENTION OF MEMBERS

1. The Explanatory Statement in terms of the provisions of Section 102 of the Companies Act, 2013 (“Act”) read together with the rules made thereunder, stating all material facts and reason/ rationale for the proposal is included as a part of this Notice, hereinabove.

2. Relevant documents referred to in the Notice and statements are open for inspection electronically. Members seeking to inspect such documents can send an email on complianceofcer@eplglobal.com .

3. In terms of the provisions of Section 110 and other applicable provisions of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (as amended) (“Rules”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including various circulars issued thereunder, from time to time) (as amended) (“SEBI LODR Regulations”), and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (as amended) (“SS-2”), and also in line with the various circulars issued by the Ministry of Corporate Affairs, Government of India (“MCA”) from time to time, more specifically General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 03/2022 dated May 5, 2022, General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 9/ 2023 dated September 25, 2023 (“MCA Circulars”), and subject to the provisions of other applicable law(s), rule(s) and regulation(s) (as amended), approval of the members, for the Resolution contained in this Postal Ballot Notice dated October 27, 2023 is being sought by way of Postal Ballot - only by voting through electronic means (“remote e-voting”).

4. In line with the provisions of the aforesaid MCA Circulars, this Postal Ballot Notice is being sent to the Members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) (NSDL and CDSL are collectively referred as “Depositories”) and whose email address is registered with the Company/ Depository(ies), as on Friday, October 27, 2023 (“Cut-off Date”). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. It is however, clarified that all Members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/ Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.

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1. This Notice will also be made available on the website of the Company i.e. www.eplglobal.com and on the websites of the BSE Limited i.e. at www.bseindia.com and the National Stock Exchange of India Limited i.e. at www.nseindia.com.

2. In compliance with Regulation 44 of the SEBI 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 remote e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and hence, the Members are required to communicate their assent or dissent through the remote e-voting only.

3. The remote e-voting period will commence on Wednesday, November 1, 2023 at 9:00 A.M. and will end on Thursday, November 30, 2023 at 5:00 P.M. During the said period, Members of the Company, holding shares either in physical form or in dematerialized form as on cut-off date Friday, October 27, 2023, may cast their vote electronically and the e-voting module shall be disabled for voting thereafter.

4. The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e. Thursday, November 30, 2023. Further, resolution passed by the Members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

5. Mr. Mehul Pitroda, Proprietor of M S Pitroda & Co. - Practicing Company Secretary, has been appointed to act as the Scrutinizer to conduct the remote e-voting process in a fair and transparent manner. The Scrutinizer’s decision on the validity of the votes cast in this Postal Ballot will be final. He will submit his report to the Chairman or any person authorised by the Chairman, after completion of scrutiny of the votes received from the Members through remote e-voting. The results shall be declared within 2 (two) working days from the conclusion of the remote e-voting and communicated to the Stock Exchanges, Depositories and RTA. The results will be displayed on the website of the Company i.e. www.eplglobal.com and will also be published on notice board at the Registered and Corporate office of the Company.

6. The Members cannot exercise votes by proxy. However, Corporate and Institutional members shall be entitled to vote through their Authorized Representatives with proof of their authorization. Such Corporate and Institutional members (i.e. other than individuals/ HUF,

NRI, etc.) are required to send a scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/ Authorization etc., authorizing its representative to vote through remote e-voting on its behalf, to the Scrutinizer by e-mail through its registered e-mail ID at mspitrodaandco@gmail.com with a copy marked to complianceofcer@eplglobal.com not later than Thursday, November 30, 2023 by 5.00 P.M., for the Scrutinizer to determine the validity on votes.

1. Relevant documents referred to in this Notice and the explanatory statement will be open for inspection by the Members, at the Registered Office and the Corporate Office of the Company, on all working days between 11.00 A.M. to 2.00 P.M., from the date of dispatch until the last date for receipt of votes by remote e-voting. Alternately, the Members may also send their requests to complianceofcer@eplglobal. com from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period of the postal ballot, for an online inspection.

2. Communication through e-mail : As responsible citizens of the world, we would like to do our bit to protect our environment and reduce our carbon footprint. We request our valued members to join us in our endeavor to save the planet by registering their email addresses to receive all communication electronically. This would also be in conformity with the legal provisions. It may be noted that the Company would communicate important and relevant information, events and send the documents including the intimations, notices, annual reports, financial statements etc. in electronic form, to the email address of the respective members. Further, information in this respect is also posted on the website of the Company i.e. www.eplglobal.com.

To support the Green Initiative, the Members who have not registered their e-mail address so far, are requested to register the same in the following manner.

• a. In respect of electronic/demat holdings, through concerned Depository Participant (DP).

• b. Members who hold shares in physical form are requested to send their email address to complianceofcer@eplglobal.com quoting name and folio number.

This initiative would enable the members to receive communication promptly besides paving the way for reduction in paper consumption and wastage. You would surely appreciate the Company’s desire to participate in this Green Initiative. In case of any change in the email address, the Members can update it in the same manner as mentioned above.

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13. VOTING THROUGH ELECTRONIC MODE

In compliance with provisions of Section 108 of the Act read with Rules and Regulation 44 of SEBI LODR Regulations, the Company is pleased to provide the facility to the Members, whereby they can exercise their right to vote on resolution proposed to be considered by way of Postal Ballot - only by voting through electronic means. The facility of casting the votes by the members using an electronic voting system will be provided by National Securities Depository Limited (NSDL).

Procedure and instruction for members for e-voting (convey assent or dissent) through electronic mode is as provided hereinbelow.

The Members must read the detailed procedure on electronic voting provided 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 circular dated December 9, 2020 issued by the Securities and Exchange Board of India (“SEBI”), 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. The Members are advised to update their mobile number and email address 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	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser 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 “Benefcial 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. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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 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 Verifcation 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. 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 use your existing my easi username & password. 2. 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. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. 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.comhome 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-VotingService Providers.
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 duringthe 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 atevoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 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 athelpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 22 55 33

• 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.

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.

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4. Your User ID details are given below :

4. 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 IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary 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

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. 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.

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

   • (i) If your email address is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email address. 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 address is not registered, please follow steps mentioned below in process for those shareholders whose email address is not registered .

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

6. 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.

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

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

12. 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?

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.

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1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

2. 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 mspitrodaandco@ gmail.com with a copy marked to evoting@ nsdl.co.in. 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 “e-Voting” 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.

3. 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 and 022 - 2499 7000 or send a request to Ms. Veena Suvarna and Ms. Prajakta Powle at evoting@nsdl.co.in or Mr. Surje Singh, Senior Manager-Legal & Secretarial on 02224819000 or complianceofcer@eplglobal.com.

Process for those shareholders whose email address is not registered with the depositories for procuring user id and password and registration of email 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 complianceofcer@eplglobal.com.

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 complianceofcer@eplglobal.com. If you are an Individual shareholder 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 .

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. 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. Members are required to update their mobile number and email address correctly in their demat account in order to access e-Voting facility.

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ANNEXURE TO THE NOTICE

DETAILS OF DIRECTOR SEEKING APPOINTMENT

[In terms of the provisions of Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (as amended) - SS-2]

1	Name of Director	Shashank Sinha
2	Director Identifcation No.	02544431
3	Nationality	Indian
4	Age	59
5	Date of Birth	September 12, 1964
6	Qualifcations	Engineering and MBA from the Indian Institute of Management, Lucknow.
7	Experience / Brief Resume	Mr. Shashank Sinha has a background in engineering and received his MBA from the Indian Institute of Management, Lucknow. He served as MD & CEO of Strides Pharma Science Limited (Strides), an Indian pharmaceutical company, listed on the BSE Limired. Under his leadership, Strides rapidly built scale and scope, growing revenues 4x in 4 years and established a multinational footprint. Immediately before Strides, he headed the global fexibles business of Huhtamaki Oyj, a leading consumer packaging company headquartered in Espoo, Finland. He led the acquisition of Positive Packaging Pvt. Ltd. and its merger with Huhtamaki PPL. Earlier, he held leadership roles with Godrej Consumer Products Ltd., Navis Capital Partners, Sara Lee Corporation and Reckitt Benckiser plc. With more than thirty years in consumer packaged goods businesses in home and personal care as well as food and beverage categories, Mr. Sinha has wide international experience having lived and worked in eight countries. He founded Wabi Sabi Advisory LLP, where he brings to bear his wide international experience and deep industry knowledge. He has served on the board of several companies in India and overseas and is currently on the board of Strides Consumer Pvt. Ltd. and Fullife Healthcare Pvt. Ltd.
8	Nature of expertise in specifc functional areas	• Leadership • Business Development (Merger, acquisitions, restructuring etc.) • Global Business • Brand Building • Marketing • Entrepreneurship
9	Terms and Conditions of appointment	It is proposed to appoint Mr. Sinha as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 (fve) years, with efect from September 4, 2023 up to September 3, 2028
10	Remuneration last drawn	Not applicable
12	Proposed remuneration	Mr. Sinha shall be entitled to receive remuneration by way of sitting fees for attending the meetings of the Board and Committees thereof, reimbursement of expenses for participation in the meetings and also commission on an annual basis, of such sum as may be recommended by the NRC and approved by the Board, subject to the overall limits as specifed under the Act and the Rules framed thereunder.
13	Date of frst appointment	September 4, 2023

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14	Shareholding in the Company including shareholding as a benefcial owner as on the date of notice	Nil
15	Relationship with other director, manager and KMP	Nil
16	No. of Board Meeting attended during theyear	Not applicable
17	Directorship in other listed companies as on date of this Notice	Nil
18	Membership/Chairmanship of Committees of other Boards	Nil
19	Listed entities in which person holds the directorship and membership of the Committees of the Board alongwith Listed entities from which person has resigned in last 3years.	Nil

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NOTES

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