Greenlam Industries Ltd — Proxy Solicitation & Information Statement 2023

Apr 21, 2023

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Greenlam/2023-24 April 21, 2023

The Manager The Manager BSE Limited National Stock Exchange of India Department of Corporate Services Limited Exchange Plaza, Bandra Kurla Floor 25, P. J. Towers, Dalal Street Complex Bandra (E) Mumbai - 400 001 Mumbai - 400 051 Fax No. 022-2272-3121/1278/1557/3354 Fax No. 022-2659-8237/8238/8347/8348 Email: corp.relations@bseindia.com Email: cmlist@nse.co.in BSE Scrip Code: 538979 NSE Symbol: GREENLAM

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") w.r.t Postal Ballot Notice

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed herewith the Postal Ballot Notice along with the Statement pursuant to Section 102 of the Companies Act, 2013 ("Notice"), which has been sent to the Members of the Company whose names appear on the Register of Members/List of Beneficial Owners as on Friday, April 14, 2023 ("Cut-off date"), seeking the approval of Members for Special Businesses as set out in the Notice dated April 20, 2023.

In compliance with the MCA General Circular No. 14/2020 dated April 8, 2020, General Circular No.17 /2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021, General Circular 10/2022 dated December 28, 2022, General Circular 11/2022 dated December 28, 2022 and other applicable Circulars issued by Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India ("SEBI") (hereinafter collectively referred to as "Circulars"), the Notice has been sent only through electronic mode to those Members whose e- mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date.

The Member whose e-mail address is not registered with the Company/Depositories, may register the same by following the process provided in the "Notes" to the Notice.

The Company has engaged the services of Link lntime India Private Limited (LIIPL) to provide the facility of Remote e-voting to the eligible Members. The Remote e-voting period will commence from 09.00 a.m. (1ST) on Saturday, April 22, 2023 and will end at 5.00 p.m. (1ST) on Sunday, May 21, 2023.

PRAKASH Digitally signed by PRAKASH KUMAR KUMAR BISWAL Date: 2023.04.21 BISWAL 17:15:22 +05'30'

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The results of the Postal Ballot will be announced on or before Tuesday, May 23, 2023. The Notice is also available on the website of the Company at www.greenlamindustries.com and on the website of LIIPL, the agency engaged by the Company for providing the facility of remote e-voting to the Members of the Company at https://instavote.linkintime.co.in .

Kindly take the above information on records.

Thanking you, Yours faithfully,

For GREENLAM INDUSTRIES LIMITED

PRAKASH Digitally signed by KUMAR PRAKASH KUMAR BISWAL Date: 2023.04.21 17:15:53 BISWAL +05'30'

PRAKASH KUMAR BISWAL COMPANY SECRETARY & VICE PRESIDENT – LEGAL

Encl. A/a

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GREENLAM INDUSTRIES LIMITED

Registered & Corporate Office: 203, 2nd Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi-110037, India Phone: +91-11-42791399, CIN: L21016DL2013PLC386045 Email: investor.rela�ons@greenlam.com; website: www.greenlamindustries.com

Postal Ballot No�ce

[Pursuant to Sec�on 110 of the Companies Act, 2013 read with Companies (Management & Administra�on) Rules, 2014]

No�ce is hereby given pursuant to Sec�on 108 and Sec�on 110 and other applicable provisions, if any, of the Companies Act, 2013 (“ Act, 2013 ”) read with the rules framed thereunder (“ Rules ”), Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons ”) and Secretarial Standards on General Mee�ng issued by the Ins�tute of Company Secretaries of India (“ SS-2 ”) read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021, General Circular 02/2022 dt. 05/05/2022, General Circular 10/2022 dated December 28, 2022, General Circular 11/2022 dated December 28, 2022 and other applicable Circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securi�es and Exchange Board of India (“SEBI”) (hereina�er collec�vely referred to as “Circulars”) and other applicable laws and regula�ons (including any statutory modifica�on or re-enactment thereof for the �me being in force), that the Resolu�ons appended below are proposed to be passed by the Members of Greenlam Industries Limited (“ Company ”) through Postal Ballot through vo�ng by electronic means (“ Remote e-vo�ng ”).

In compliance with the aforesaid Circulars, this Postal Ballot No�ce is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company /Depositories, please follow the process provided in the Notes for registra�on of the same. The communica�on of the assent or dissent of the Members would only take place through the Remote e-vo�ng system.

A statement pursuant to Sec�on 102 and other applicable provisions of the Act, 2013 pertaining to the appended resolu�ons se�ng out the material facts and reasons thereof along with instruc�ons for Remote e- vo�ng, are annexed to this No�ce.

Pursuant to Rule 22(5) of the Companies (Management and Administra�on) Rules, 2014, the Board of Directors of your Company at its mee�ng held on February 02, 2023, has appointed Mr. Dilip Kumar Sarawagi (Membership No. A13020 and C.P No. 3090), Proprietor of DKS & Co., Prac�cing Company Secretary as the Scru�nizer to conduct the Postal Ballot through Remote e-vo�ng process in a fair and transparent manner.

The Remote e-vo�ng period will commence from 9.00 a.m. (IST) on Saturday, April 22, 2023 and will end at 5.00 p.m. (IST) on Sunday, May 21, 2023. The Scru�nizer will submit his report to the Chairman of the Company, or any person authorized by him upon comple�on of the scru�ny of the votes cast through Remote e-vo�ng. The results of the Postal Ballot will be announced on or before Tuesday, May 23, 2023. The result of the postal ballot along with the Scru�nizers' Report would be in�mated to BSE Limited (“BSE”) and Na�onal Stock Exchange of India Limited (“ NSE ”) where the securi�es of the Company are listed and would also be placed on the website of the Company i.e. www.greenlamindustries.com and also on the website of Link In�me (India) Private Limited (“LIIPL”), agency being appointed for the purpose of providing Remote e-vo�ng facility to the shareholders at h�ps://instavote.linkin�me.co.in/. Further, the results shall be displayed on the No�ce Board of the Company at its Registered Office for at least 3 days from the date of declara�on of vo�ng results.

SPECIAL BUSINESSES :

To consider and, if thought fit, to pass the following resolu�on as a Special Resolu�on :

Item No. 1

Appointment of Mr. Rahul Chhabra (DIN: 10041630) as an Independent Director of the Company

To consider and, if thought fit, to pass the following resolu�on as a Special Resolu�on :

“RESOLVED THAT pursuant to the provisions of Sec�on 149, 150, 152, 160 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act, 2013”) and the allied rules made thereunder and the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”) and other applicable provisions, if any, (including any statutory modifica�on or reenactment thereof ), the Ar�cles of Associa�on of the Company, based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee and the Board of Directors of the Company and subject to such other approvals as may be required, the approval of Members of the Company be and is hereby accorded for the appointment of Mr. Rahul Chhabra (DIN: 10041630) as an Independent Director of the Company, not liable to re�re by rota�on, who is eligible for appointment, for a term of 5 (five) consecu�ve years commencing from the date of approval by the Members of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to modify the terms and condi�ons of appointment of Mr. Rahul Chhabra (DIN: 10041630) as may be recommended by the Nomina�on and Remunera�on Commi�ee of the Company, from �me to �me, subject to such approvals as may be required under the applicable provisions of the Act, 2013 and SEBI Lis�ng Regula�ons.

RESOLVED FURTHER THAT Mr. Shiv Prakash Mi�al (DIN: 00237242), Non-Execu�ve Chairman, Mr. Saurabh Mi�al (DIN: 00273917), Managing Director & CEO, Mr. Ashok Kumar Sharma, Chief Financial Officer and Mr. Prakash Kumar Biswal, Company Secretary & Vice President - Legal be and are hereby severally authorised to take such steps and to do all such acts, deeds, ma�ers and things as may be required to give effect to the foregoing resolu�on.”

Item No. 2

Approval of Greenlam Employees Stock Op�on Scheme, 2023 (“ESOS 2023”) and Grant of Employee Stock Op�ons to the Employees of the Company

“RESOLVED THAT pursuant to the provisions of Sec�on 62(1)(b) of the Companies Act, 2013 (“Act”), Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions, if any, of the Act read with rules framed thereunder, the SEBI (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021, as amended/ re-enacted from �me to �me (“SEBI SBEB Regula�ons”), SEBI (Lis�ng Obliga�ons & Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”), the provisions of the Ar�cles of Associa�on of the Company and any other applicable laws (collec�vely referred as “Applicable Laws”) subject to such other approval(s), permission(s) and sanc�on(s) of the appropriate authori�es as may be applicable and subject to such condi�ons and modifica�ons as may be prescribed or imposed while gran�ng such approval(s), permission(s) and sanc�on(s), approval of Members of the Company be and is hereby granted to the Greenlam Employees Stock Op�on Scheme, 2023 (“ESOS 2023”) of the Company to be implemented directly by the Company for the benefit of the Employees of the Company as decided by Nomina�on and Remunera�on Commi�ee which is designated as Nomina�on, Remunera�on and Compensa�on Commi�ee (hereina�er referred as “NRC”) as well as to create, offer, issue and grant Employee Stock Op�ons (“ESOPs” or “Op�ons”)from �me to �me in one or more tranches and on such terms and condi�ons, as may be in accordance with the Applicable Laws, to the eligible employees, present and future, under ESOS 2023, not exceeding an overall limit of 0.5% the paid-up equity capital of the Company as on January 1, 2023.

RESOLVED FURTHER THAT NRC of the Board of Directors of the Company, be and is hereby authorized to formulate, implement and administer the ESOS 2023 and vary, amend, modify or alter the terms of the ESOS 2023 subject to the terms of the Applicable Laws and any guidelines, rules or regula�ons that may be issued by any regulatory/statutory authority, as applicable, provided that such varia�on, amendment, modifica�on or altera�on is not detrimental to the interest of the employees of the Company with regard to the Op�ons that may have already been granted or vested.

RESOLVED FURTHER THAT in case of any corporate ac�on(s) such as rights issues, bonus issues, change in capital structure, merger, de-merger and/or sale of

division/undertaking or other re-organisa�on, and others, if any addi�onal equity shares (“Addi�onal Shares”) are required to be issued by the Company to the Shareholders, the ceiling as men�oned above of ESOS 2023 and equity shares to be issued and allo�ed shall be deemed to increase in propor�on of such Addi�onal Shares.

RESOLVED FURTHER THAT in case the Equity Shares of the Company are either sub-divided or consolidated, then the number of Op�ons or the underlying equity shares to be allo�ed or exercise price of the Op�ons under the ESOS 2023 shall automa�cally stand adjusted, without affec�ng any other rights or obliga�ons of the grantees.

RESOLVED FURTHER THAT the Board of Directors, NRC and/ or Opera�onal and Finance Commi�ee of Board of Directors be and is hereby authorized to issue and allot equity shares upon exercise of Op�ons from �me to �me in accordance with ESOS 2023 and all the new equity shares to be issued and allo�ed under ESOS 2023 as aforesaid shall rank pari-passu including dividend inter-se with the exis�ng equity shares of the Company in all respects.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolu�on, NRC of the Board of Directors, (with power to further delegate such powers to any execu�ves / officers of the Company) be and is hereby authorized to do all such acts, deeds, ma�ers and things as it may, in its absolute discre�on deem to be necessary or expedient and to se�le any ques�ons, difficulty or doubts that may arise in this regard including appointment of consultants, Merchant Bankers and other Agencies and Intermediaries and any acts already done by the NRC in this regard be and is hereby ra�fied.

RESOLVED FURTHER THAT Mr. Shiv Prakash Mi�al (DIN: 00237242), Non-Execu�ve Chairman, Mr. Saurabh Mi�al (DIN: 00273917), Managing Director & CEO, Mr. Ashok Kumar Sharma, Chief Financial Officer and Mr. Prakash Kumar Biswal, Company Secretary & Vice President - Legal be and are hereby severally authorized to take necessary steps for lis�ng of the securi�es allo�ed under ESOS 2023 on the Stock Exchanges as per the provisions of the SEBI Lis�ng Regula�ons and other Applicable Laws.”

Item No. 3

Grant of Employee Stock Op�ons to the employees of

the Subsidiary Company(ies) of the Company under Greenlam Employees Stock Op�on Scheme, 2023 (“ESOS 2023”)

To consider and, if thought fit, to pass the following resolu�on as a Special Resolu�on :

“RESOLVED THAT pursuant to the provisions of Sec�on 62)(1)(b) of the Companies Act, 2013 (“Act”), Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions, if any, of the Act read with rules framed thereunder, the SEBI (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021, as amended/ re-enacted from �me to �me, (“SEBI SBEB Regula�ons”), SEBI (Lis�ng Obliga�ons & Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”), the provisions of the Ar�cles of Associa�on of the Company and any other applicable laws (collec�vely “Applicable Laws”) subject to such other approval(s), permission(s) and sanc�on(s) of the appropriate authori�es as may be applicable and subject to such condi�ons and modifica�ons as may be prescribed or imposed while gran�ng such approval(s), permission(s) and sanc�on(s), approval of Members of the Company be and is hereby granted to Greenlam Employees Stock Op�on Scheme, 2023 (“ESOS 2023”) of the Company for the benefit of the Employees of the Subsidiary Company(ies) as decided by Nomina�on and Remunera�on Commi�ee which is designated as Nomina�on, Remunera�on and Compensa�on Commi�ee (hereina�er referred as “NRC”) as well as to create, offer, issue and grant Employee Stock Op�ons (“ESOPs” or “Op�ons”) from �me to �me in one or more tranches and on such terms and condi�ons, as may be in accordance with the Act, the SEBI SBEB Regula�ons and Applicable Laws, to the eligible employees of Subsidiary company(ies), present and future, under ESOS 2023, not exceeding an overall limit of 0.5% the paid-up equity capital of the Company as on January 1, 2023.

RESOLVED FURTHER THAT NRC of the Board of Directors of the Company, be and is hereby authorized to formulate, implement and administer the ESOS 2023 and vary, amend, modify or alter the terms of the ESOS 2023 subject to the terms of the Applicable Laws and any guidelines, rules or regula�ons that may be issued by any regulatory/statutory authority, as applicable, provided that such varia�on, amendment, modifica�on or altera�on is not detrimental to the interest of the employees of the subsidiary company(ies) with regard to the shares that may have

already been granted.

RESOLVED FURTHER THAT in case of any corporate ac�on(s) such as rights issues, bonus issues, change in capital structure, merger, de-merger and/or sale of division/undertaking or other re-organisa�on, and others, if any addi�onal equity shares (“Addi�onal Shares”) are required to be issued by the Company to the Shareholders, the ceiling as men�oned above and equity shares to be issued and allo�ed shall be deemed to increase in propor�on of such Addi�onal Shares.

RESOLVED FURTHER THAT in case the Equity Shares of the Company are either sub-divided or consolidated, then the number of op�ons or the underlying equity shares to be allo�ed or exercise price of the op�on under the Plan shall automa�cally stand adjusted, without affec�ng any other rights or obliga�ons of the grantees.

RESOLVED FURTHER THAT the Board of Directors, NRC and/ or Opera�onal and Finance Commi�ee of Board of Directors be and is hereby authorized to issue and allot equity shares upon exercise of Op�ons from �me to �me in accordance with ESOS 2023 and all the new equity shares to be issued and allo�ed under ESOS 2023 as aforesaid shall rank pari-passu including dividend inter-se with the exis�ng equity shares of the Company in all respects.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolu�on, the NRC of the Board of Directors , with

NOTES:

1. The Statement pursuant to the provisions of Sec�ons 102 and 110 of the Companies Act, 2013 (“Act, 2013”) read with the rules framed thereunder (“Rules”) sta�ng material facts and reasons for the proposed resolu�on is annexed hereto for your considera�on.

2. In compliance with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021, General Circular 02/2022 dated May 05, 2022, General Circular 10/2022 and General Circular 11/2022 dated December 28, 2022 and other applicable circulars issued by the Ministry of Corporate Affairs (“ MCA ”) and the Securi�es and Exchange Board of India (“ SEBI ”) (hereina�er collec�vely referred to as

power to further delegate such powers to any execu�ves / officers of the Company, be or is hereby authorized to do all such acts, deeds, ma�ers and things as it may, in its absolute discre�on deem to be necessary or expedient and to se�le any ques�ons, difficulty or doubts that may arise in this regard including appointment of consultants, Merchant Bankers and other Agencies and Intermediaries and any acts already done by the NRC in this regard be and is hereby ra�fied.

RESOLVED FURTHER THAT Mr. Shiv Prakash Mi�al (DIN: 00237242), Non-Execu�ve Chairman, Mr. Saurabh Mi�al (DIN: 00273917), Managing Director & CEO, Mr. Ashok Kumar Sharma, Chief Financial Officer and Mr. Prakash Kumar Biswal, Company Secretary & Vice President - Legal be and are hereby severally authorized to take necessary steps for lis�ng of the securi�es allo�ed under ESOS 2023 on the Stock Exchanges as per the provisions of the SEBI Lis�ng Regula�ons and other Applicable Laws.”

Place: New Delhi By order of the Board Date : April 20, 2023 For Greenlam Industries Limited

Registered Office : Prakash Kumar Biswal 203, 2nd Floor, West Wing, Company Secretary & Worldmark 1, Aerocity, Vice President - Legal IGI Airport, Hospitality District, Membership No.: ACS 19037 New Delhi - 110037

“ Circulars ”), this Postal Ballot No�ce is being sent only through electronic mode to those Members whose e- mail addresses are registered with the Company /Depositories.

The Members may note that this Postal Ballot No�ce will also be available on the Company's website, www.greenlamindustries.com and websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited, www.bseindia.com and Na�onal Stock Exchange of India Limited, www.nseindia.com and on the website of LIIPL, the agency engaged by the Company for providing the facility of Remote e-vo�ng to the Members of the Company at h�ps://instavote.linkin�me.co.in/.

1. If your e-mail address is not registered with the Company/Depositories, you may register the same by comple�ng the process for registra�on of e-mail address as under:

Physical Holding

For the Shareholders holding shares in p h y s i c a l m o d e , w h o h a v e n o t registered/updated their email addresses and mobile numbers with the Company are requested to furnish their email addresses and mobile numbers to the Company's Registrars and Share Transfer Agent, Link In�me India Private Limited, Noble Heights, 1st Floor, Plot No. NH 2, LSC, C-1 Block, Near Savitri Market, Janakpuri, New Delhi- 110058; Telephone: +91-11-41410592; Fax: +91-11-41410591; Email: ; delhi@linkin�me.co.in Website: www.linkin�me.co.in

De-mat Holding

By contac�ng Depository Par�cipant (“DP”) and registering e-mail address and mobile number in de-mat account, as per the process advised by the DP.

1. Further, the Resolu�on, if passed by Members with requisite majority i.e. special resolu�on, shall be deemed to have been passed on the last date of Remote e-vo�ng i.e. May 21, 2023.

2. Pursuant to Regula�on 25(2A) of Lis�ng regula�ons, in case a special resolu�on for the appointment of an independent director for item no. 1 fails to get the requisite majority of votes, but the votes cast in favour of the resolu�on exceed the votes cast against the resolu�on, and the votes cast by the public shareholders in favour of the resolu�on exceed the votes cast against the resolu�on then the appointment of such an independent director shall be deemed to have been made.

3. The documents referred to in the No�ce and the Statement pursuant to Sec�on 102 of the Companies Act, 2013 are uploaded on the website of the Company www.greenlamindustries.com to facilitate online inspec�on �ll the last date of Remote e-vo�ng. The documents shall also be available for inspec�on at the Registered Office between 03.00 P.M. to 05.00 P.M. on all days except for Saturday and Sunday �ll the last date of Remote e-vo�ng, subject to restric�ons imposed by the State / Central Government in view of the Covid-19 pandemic. Members who wish to inspect the documents are requested to send an e-mail to investor.rela�ons@greenlam.com men�oning their name, Folio No. / Client ID and DP ID, and the documents they wish to inspect in this regard.

4. The instruc�ons for Remote e-vo�ng are as under:

5. i. In compliance with the provisions of Sec�ons 108 and 110 of the Act, 2013 read with the Rules, and Regula�on 44 of the Lis�ng Regula�ons and the Circulars, the Company has engaged the services of Link In�me (India) Private Limited (LIIPL) to provide the facility of Remote e-vo�ng to all the Members to enable them to cast their votes electronically in respect of the special businesses as men�oned in the postal ballot no�ce.

6. ii. Vo�ng rights of the Members shall be in propor�on to the shares held by them in the paid-up equity share capital of the Company as on Friday, April 14, 2023 (“ Cut-off date ”). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be en�tled to cast their votes by Remote e-vo�ng. A person who is not a Member as on the Cut-off date should treat this Postal Ballot No�ce for informa�on purposes only. The Remote e-vo�ng period will commence from 9.00 a.m. (IST) on April 22, 2023 and will end at 5.00 p.m. (IST) on May 21, 2023. The Remote e-vo�ng module shall be disabled by LIIPL therea�er. Once the vote on the resolu�on is cast by the Member, he/she shall not be allowed to change it subsequently.

7. iii. The Board of Directors of the Company has appointed Mr. Dilip Kumar Sarawagi (Membership No. A13020 and C.P No. 3090), Proprietor of DKS & Co., Prac�cing Company Secretary as the Scru�nizer to conduct the Postal Ballot through Remote e-vo�ng process in a fair and transparent manner.

8. iv. Dispatch of the Postal Ballot No�ce and the Explanatory Statement shall be published through an adver�sement in one Regional Newspaper, widely circulated in Na�onal Capital Territory of Delhi (in vernacular language i.e., Hindi) and one English Newspaper circulated throughout India (in English Language) and shall be hosted at the Company's website at www.greenlamindustries.com. The said public no�ce shall also men�on the process for registra�on of email-ids by those Members who have not yet registered their email-ids with the Company.

9. v. A shareholder cannot exercise his/her vote by proxy on Postal Ballot.

10. vi. Resolu�ons passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a General Mee�ng of the Members.

11. vii. For any query connected with the Resolu�ons proposed to be passed by means of Postal Ballot through Remote e-vo�ng, members may contact Company's Registrar & Share Transfer Agent (RTA), Link In�me India Private Limited (LIIPL), Mr. Rajiv Ranjan, Assistant Vice President e-vo�ng, Noble Heights, 1st Floor, Plot NH 2 C-1 Block LSC, Near Savitri Market, Janakpuri, New Delhi-110058 (Phone No.: +91-11-41410592; Fax No.: +91-1141410591; Email: eno�ces@linkin�me.co.in & delhi@linkin�me.co.in) or Mr. Prakash Kumar Biswal, Company Secretary & Vice President -Legal of the Company by sending email at investor.rela�ons@greenlam.com or call at +9111-42791399, Address: 203, 2nd Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi- 110037.

8. The process and manner for Remote e-vo�ng are explained herein below:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securi�es in de-mat mode can register directly with the depository or will have the op�on of accessing various ESP portals directly from their de-mat accounts.

Login method for Individual shareholders holding securi�es in de-mat mode is given below:

1. Individual Shareholders holding securi�es in demat mode with NSDL:

2. Exis�ng IDeAS user can visit the e-Services website of NSDL viz. h�ps://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' sec�on, this will prompt you to enter your exis�ng User ID and Password. A�er successful authen�ca�on, you will be able to see e-Vo�ng services under Value added services. Click on "Access to e- Vo�ng" under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on company name or e-Vo�ng service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website for cas�ng your vote during the remote e-Vo�ng period.

3. If you are not registered for IDeAS e-Services, o p �o n t o r e g i s t e r i s a v a i l a b l e a t h�ps://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at h�ps://eservices.nsdl.com/SecureWeb/Ideas DirectReg.jsp

4. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon "Login" which is available under 'Shareholder/Member' sec�on. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit de-mat account number hold with NSDL), Password/OTP and a Verifica�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on company name or e-Vo�ng service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for cas�ng your vote during the remote e-Vo�ng period.

5. Individual Shareholders holding securi�es in demat mode with CDSL:

6. Exis�ng users who have opted for Easi/Easiest, can login through their user id and password. Op�on will be made available to reach e-Vo�ng page without any further authen�ca�on. The URL for users to login to Easi/Easiest are h�ps://web.cdslindia.com/myeasi/home/logi n or www.cdslindia.com and click on New System Myeasi.

7. A�er successful login of Easi/Easiest the user will be able to see the E Vo�ng Menu. The Menu will have links of e-Vo�ng service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for cas�ng your vote during the remote e-Vo�ng period.

8. If the user is not registered for Easi/ Easiest, op�on to register is available at h�ps://web.cdslindia.com/myeasi/Registra�o n/EasiRegistra�on.

9. Alterna�vely, the user can directly access e- Vo�ng page by providing de-mat account number and PAN No. from a link in www.cdslindia.com home page. The system

will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the d e - m a t A c c o u n t . A �e r s u c c e s s f u l authen�ca�on, user will be provided links for the respec�ve ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for cas�ng your vote during the remote e-Vo�ng period.

their Folio number in 'D' above

►Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital le�er).

  - ►Click “confirm” (Your password is now generated).

1. Click on 'Login' under 'SHARE HOLDER' tab.

2. Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants.

You can also login using the login creden�als of your de-mat account through your Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. Upon logging in, you will be able to see e- Vo�ng op�on. Click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see e- Vo�ng feature. Click on company name or e-Vo�ng service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for cas�ng your vote during the remote e-Vo�ng period.

Login method for Individual shareholders holding securi�es in physical form is given below:

Individual Shareholders of the company, holding shares in physical form as on the cut-off date for e-vo�ng may register for e-Vo�ng facility of Link In�me as under:

1. Open the internet browser and launch the URL: h�ps://instavote.linkin�me.co.in

2. Click on “Sign Up” under 'SHARE HOLDER' tab and register with your following details: -

A. User ID: Shareholders holding shares in physical form shall provide Event No 230107 + Folio Number registered with the Company.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Par�cipant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorpora�on (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

*Shareholders/ members holding shares in physical form but have not recorded 'C' and 'D', shall provide

1. Enter your User ID, Password and Image Verifica�on (CAPTCHA) Code and click on 'Submit'.

Cast your vote electronically:

1. A�er successful login, you will be able to see the no�fica�on for e-vo�ng. Select 'View' icon .

2. E-vo�ng page will appear.

3. Refer the Resolu�on descrip�on and cast your vote by selec�ng your desired op�on 'Favour / Against' (If you wish to view the en�re Resolu�on details, click on the 'View Resolu�on' file link).

4. A�er selec�ng the desired op�on i.e. Favour / Against, click on 'Submit'. A confirma�on box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

Guidelines for Ins�tu�onal shareholders:

Ins�tu�onal shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-vo�ng system of LIIPL at h�ps://instavote.linkin�me.co.in and register themselves as 'Custodian / Mutual Fund / Corporate Body' . They are also required to upload a scanned cer�fied true copy of the board resolu�on /authority le�er/power of a�orney etc. together with a�ested specimen signature of the duly authorised representa�ve(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scru�nizer to verify the same.

Helpdesk for Individual Shareholders holding securi�es in physical mode/ Ins�tu�onal shareholders:

Shareholders facing any technical issue in login may contact Link In�me INSTAVOTE helpdesk by sending a request at eno�ces@linkin�me.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securi�es in demat mode:

Individual Shareholders holding securi�es in demat mode may contact the respec�ve helpdesk for any technical issues related to login through Depository i.e. NSDL and

Login type		Helpdesk details
Individual Shareholders holding securi�es in demat mode with NSDL		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
Individual Shareholders holding securi�es in de-mat mode with CDSL		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 or 22- 23058542-43.

Individual Shareholders holding securi�es in Physical mode has forgo�en the password:

If an Individual Shareholders holding securi�es in Physical mode has forgo�en the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” op�on available on the e-Vo�ng website of Link In�me: h�ps://instavote.linkin�me.co.in

o Click on 'Login' under 'SHARE HOLDER' tab and further Click 'forgot password' o Enter User ID, select Mode and Enter Image Verifica�on code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the informa�on about the par�culars of the Security Ques�on and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as men�oned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital le�er.

User ID for Shareholders holding shares in Physical Form (i.e. Share Cer�fcate): Your User ID is Event No + Folio Number registered with the Company

Individual Shareholders holding securi�es in de-mat mode with NSDL/ CDSL has forgo�en the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned depository/

depository par�cipant's website.

• ⮚ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al.

• ⮚ For shareholders/ members holding shares in physical form, the details can be used only for vo�ng on the resolu�ons contained in this No�ce.

• ⮚ During the vo�ng period, shareholders/ members can login any number of �me �ll they have voted on the resolu�on(s) for a par�cular “Event”.

Other Instruc�ons:

1. The Scru�nizer shall, immediately a�er the conclusion of vo�ng through Remote e-vo�ng unblock the votes cast through Remote e-vo�ng and issue, not later than May 23, 2023, a scru�nizer's report of the total votes cast in favour and against, if any, to the Chairman of the Company or any person authorized by him.

2. The result of the Postal Ballot along with the Scru�nizer's Report would be in�mated to Na�onal Stock Exchange of India Limited and BSE Limited, where the equity shares of the Company are listed. Addi�onally, the results will also be uploaded on the Company's website www.greenlamindustries.com and on the website of LIIPL at h�ps://instavote.linkin�me.co.in/. Further, the results shall be displayed on the No�ce Board of the Company at its Registered Office for at least 3 days from the date of declara�on of vo�ng results.

3. If you have any dispute against a listed company and or its Registrar and Share Transfer Agent (RTA) on delay or default in processing your request, as per SEBI circular dated 30.05.2022, you can file for arbitra�on with Stock Exchange.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS FORMING PART OF THE NOTICE

Item No. 1

The Nomina�on and Remunera�on Commi�ee (”NRC”) at their mee�ng held on February 01, 2023 and the Board of Directors of the Company at their mee�ng held on February 02, 2023, recommended the appointment of Mr. Rahul Chhabra (DIN: 10041630) as an Independent Director, not liable to re�re by rota�on, for a term of five years from the

date of approval by the Members of the Company. Mr. Rahul Chhabra has given his consent to act as a Director in terms of Sec�on 152 of the Act, 2013. Further, the Company has, in terms of Sec�on 160 of the Act, 2013, received in wri�ng a no�ce from him, signifying his candidature as a Director and also received a declara�on to the effect that he meets the criteria of independence as provided in Sec�on 149(6) and (7) of the Act, 2013 read with Rules framed thereunder and Regula�on 16(1)(b) read with Regula�on 25(8) of the SEBI Lis�ng Regula�ons.

In terms of Regula�on 25(8) of the SEBI Lis�ng Regula�ons, he has confirmed that he is not aware of any circumstance or situa�on which exists or may be reasonably an�cipated that could impair or impact his ability to discharge his du�es. In the opinion of the Board, he fulfils the condi�on specified in the Act, 2013, Rules framed thereunder and the SEBI Lis�ng Regula�ons, for being appointed as an Independent Director and he is independent of the management of the Company.

The Company has also received a declara�on to the effect that Mr. Rahul Chhabra is not disqualified from being appointed as a Director in terms of Sec�on 164 of the Act, 2013 and he is not debarred from holding the office of Director by virtue of SEBI Order or any other authority, pursuant to BSE circular dated 20th June, 2018.

Further, the Board of Directors of the Company is of the opinion that Mr. Rahul Chhabra is a person of integrity and has relevant experience and exper�se to be appointed as an Independent Director of the Company, for the aforesaid term. Mr. Rahul Chhabra will be en�tled to a remunera�on

by way of si�ng fees and annual commission in line with the en�tlement of other Independent Directors of the Company as approved by the Board of Directors and/or members of the Company from �me to �me.

Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualifica�ons) Rules, 2014, the name of Mr. Rahul Chhabra has been included in the data bank of Independent Directors maintained by Indian Ins�tute of Corporate Affairs ('IICA'), and he is exempted from one requirement to pass the online proficiency self assessment test conducted by IICA. The Company has received a declara�on in this regard as well.

A dra� le�er of appointment of Mr. Rahul Chhabra as an Independent Director se�ng out the terms and condi�ons of his appointment and no�ce under sec�on 160 will also be available for inspec�on electronically as the same would be uploaded on the website of the Company at www.greenlamindustries.com. The aforesaid documents shall also be made available for online inspec�on on all working days, except Saturday, between 11:00 a.m. and 1:00 p.m. �ll the last date of Remote e-vo�ng i.e. May 21, 2023.

The Board recommends the resolu�on set forth in Item No. 1 for the approval of Members by way of a Special Resolu�on.

None of the Directors or Key Managerial Personnel of the Company, and/or their rela�ves are, in any way, concerned or interested, financially or otherwise, in the proposed resolu�on men�oned at Item No. 1 of the No�ce.

Addi�onal Informa�on on Director recommended for appointment/re-appointment as required under Regula�on 36(3) of SEBI Lis�ng Regula�ons, and Secretarial Standards-2 as prescribed by the Ins�tute of Company Secretaries of India.

of India.
Name of the Director	Mr. Rahul Chhabra
Father's Name	Shri Kanwar Mo� Lal Chhabra
Date of Birth	08/07/1961
Age	62 years
Date of frst Appointment	Date of approval by the members of the Company
Brief resume and exper�se in specifc func�onal areas	Mr. Rahul Chhabra, aged 62, held the post of Secretary (Economic Rela�ons), Ministry of External Afairs un�l his re�rement in July 2021, where among several tasks, he spearheaded India's US $ 40 billion Development Partnership Program & guided EXIM Bank policies as Board member. In this role, he coordinated India's posi�ons in mul�lateral economic organiza�ons including WTO, IBSA & ISA and planned & executed Investment & Trade promo�on campaigns abroad. He worked in a leading bank, consultancy, market research agency and the Indian Audit & Accounts Service.

	Mr. Chhabra was High Commissioner to Kenya, Ambassador to Somalia and Permanent Representa�ve to the United Na�ons Environment Programme (UNEP), ensuring frst ever adop�on of 2 resolu�ons & United Na�ons Human Se�lements Programme (UN-Habitat), based in Nairobi (2018-20). As Ambassador to Hungary and Bosnia & Herzegovina (2015-18), he successfully promoted signifcant Indian investments into Hungary following Brexit. At Headquarters, as Joint Secretary (Central Europe), he conceived and organized the frst two edi�ons of the India-Central Europe Business Forum which has now become a regular feature in the Indian business calendar. Among several other ini�a�ves, he was also instrumental in focusing India's foreign policy towards the Arc�c and the V-4. While earlier serving in New Delhi, he worked to promote foreign investment fows into India, having been part of India's delega�on to the World Economic Forum at Davos. Later, he served as Director for External Publicity at the Ministry of External Afairs, addressing India's engagement and ofcial communica�ons at a global level and Director in the Foreign Secretary's Ofce, coordina�ng policies & ac�ons within the Ministry & across all Government of India departments. Mr. Chhabra successfully delivered the Indian government agenda living across the Asia Pacifc (China, Philippines, India), Europe (France, Belgium, Hungary, Bosnia & Herzegovina), United States and Africa (Kenya, Senegal, Mali, Mauritania, Guinea-Bissau, Cape-Verde, Gambia, Somalia).	Mr. Chhabra was High Commissioner to Kenya, Ambassador to Somalia and Permanent Representa�ve to the United Na�ons Environment Programme (UNEP), ensuring frst ever adop�on of 2 resolu�ons & United Na�ons Human Se�lements Programme (UN-Habitat), based in Nairobi (2018-20). As Ambassador to Hungary and Bosnia & Herzegovina (2015-18), he successfully promoted signifcant Indian investments into Hungary following Brexit. At Headquarters, as Joint Secretary (Central Europe), he conceived and organized the frst two edi�ons of the India-Central Europe Business Forum which has now become a regular feature in the Indian business calendar. Among several other ini�a�ves, he was also instrumental in focusing India's foreign policy towards the Arc�c and the V-4. While earlier serving in New Delhi, he worked to promote foreign investment fows into India, having been part of India's delega�on to the World Economic Forum at Davos. Later, he served as Director for External Publicity at the Ministry of External Afairs, addressing India's engagement and ofcial communica�ons at a global level and Director in the Foreign Secretary's Ofce, coordina�ng policies & ac�ons within the Ministry & across all Government of India departments. Mr. Chhabra successfully delivered the Indian government agenda living across the Asia Pacifc (China, Philippines, India), Europe (France, Belgium, Hungary, Bosnia & Herzegovina), United States and Africa (Kenya, Senegal, Mali, Mauritania, Guinea-Bissau, Cape-Verde, Gambia, Somalia).
Qualifca�on	Post Graduate Diploma in Management from Indian Ins�tute of Management Calcu�a Master of Arts (Economics) from University of Delhi Bachelor of Arts (Honours Course) (Economics) from University of Delhi
Terms and condi�ons of appointment	The dra� terms and condi�ons of his appointment as an Independent Director would be available for inspec�on electronically and the same would be uploaded on the website of the Company at www.greenlamindustries.com
Directorship held in other companies along with names of listed en��es from which the person has resigned in the past three years	Nil
Chairman/member of thecommi�ee of the Board of Directors of the Company	Nil
Chairman/member of the commi�ee of the Board of Directors of other companies in which he/she is a director	Nil

Number of shares held in the Company including shareholding as a benefcial owner	Nil
No. of Board mee�ngs a�ended during the previous fnancial year	Not Applicable
Rela�onship with other Directors, Manager and KMPs of the Company	None
Details of remunera�on sought to be paid, if any	Mr. Rahul Chhabra will be en�tled to remunera�on by way of si�ng fees in line with the si�ng fees payable to other the Independent Directors of the Company as approved by the Board of Directors from �me to �me and annual commission in line with the annual commission payable to other Independent th Directors of the Company as approved by the members of the Company in 6 Annual General Mee�ng held on August 10, 2019.
Remunera�on last drawn, if any	Not Applicable
Jus�fca�on for choosing the appointee for appointment and the skills and capabili�es required for the role and the manner in which the proposed person meets such requirements	In the opinion of the NRC and the Board, Mr. Rahul Chhabra has skills and core competencies in various felds, including leadership roles spanning policy making, execu�on and corporate engagements. He has rich experience and strong creden�als in the areas of promo�on of interna�onal trades and foreign investment and in ensuring engagement and ofcial communica�ons at global level. The NRC and Board considered him as a good ft to act as an Independent Director of the Company in the best interest of the Company as he possesses appropriate skills, experience & knowledge and fulfls the condi�ons for appointment as an Independent Director as specifed in the Act, 2013 and SEBI Lis�ng Regula�ons and that he is independent of the management of the Company.

Item No. 2 & 3

Greenlam always endeavors to remain an employer of choice through various ini�a�ves. In the prevailing compe��ve environment where human resources are one of the deciding factors for the growth of a company, it is important for a growing company to a�ract and retain talent through various incen�ve Schemes to encourage them to play a greater role in the overall organiza�onal growth. In order to foster the entrepreneurial spirit, to make the employees part of company's growth path and to create wealth in the hands of employees, the Company proposed the issuance of equity shares of the Company by way of issuance of Employee Stock Op�ons (ESOPs or Op�ons) to reward the eligible employees of the Company selected on the basis of criteria as laid down in Greenlam Employees Stock Op�on Scheme, 2023 (“ESOS 2023”) in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regula�ons, 2021 (“SEBI SBEB Regula�ons") and other applicable laws. The

Nomina�on and Remunera�on Commi�ee which is designated as Nomina�on, Remunera�on and Compensa�on Commi�ee (hereina�er referred as “NRC”) at its mee�ng held on February 01, 2023 has recommended issuance of ESOPs or Op�ons through implementa�on of ESOS 2023 to the Board of Directors for their approval and accordingly, Board of Directors at its mee�ng held on February 02, 2023 have approved the ESOS 2023 for grant of Employee Stock Op�ons to the Eligible Employees of the Company and its subsidiaries as iden�fied and selected by NRC of the Company in order to a�ract and retain talent in the Company, subject to the approval by the Members of the Company.

Pursuant to the provisions of Sec�on 62(1)(b) and other applicable provisions of the Act, 2013 and the Companies (Share Capital and Debentures) Rules, 2014, and other applicable rules made thereunder (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force) and in accordance with SEBI SBEB Regula�ons, approval of the Members of the Company by

way of special resolu�on is required for implementa�on of ESOS 2023 for grant of ESOPs to the Eligible Employees of the Company and its subsidiaries.

Item No. 2 and 3 for approval by the Members of the Company by way of Special Resolu�on in the best interest of the Company.

Further, as per Regula�on 6(3)(c) of SEBI SBEB Regula�ons, approval of the shareholders by way of separate Special Resolu�on is also required for grant of Op�ons to Employees of Subsidiary Company(ies).

None of the directors or key managerial personnel of the Company including their rela�ves are, in any way, concerned or interested, financially or otherwise, in the proposed resolu�on except to the extent of op�ons / shares that may be granted to them under ESOS 2023.

The Board recommends the Resolu�ons as set out at

The Salient Features of the ESOS 2023 as per Regula�on 6(2) read with Part C of Schedule – I of the SEBI SBEB Regula�ons are as follows:

S. No.	Par�culars	Informa�on
(a)	Brief descrip�on of the Greenlam Employees Stock Op�on Scheme, 2023 (“ESOS 2023”)	The Company has ins�tuted ESOS 2023 to grant equity-based incen�ves to the eligible employees of the Company and its subsidiaries in order to_inter-alia_ a�ract and retain talented employees and reward their performance. The ves�ng of op�ons would be subject to mee�ng pre-defned performance parameters.
(b)	The total number of Op�ons to be granted	The total number of Op�ons to be granted under ESOS 2023 shall be such that the total no. of shares to be allo�ed pursuant to exercise of Op�ons shall not at any �me exceed 0.5% (zero point fve per cent) of the total paid up share capital of the Company as on January 01, 2023.
( )c	Iden�fca�on of classes of employees en�tled to par�cipate and be benefciaries in ESOS 2023	Eligible employees shall mean such Employees to be shortlisted by the NRC for Grant of Op�ons under the ESOS 2023 and shall to the extent, permi�ed by Applicable Laws and any other categories of personnel iden�fed by NRC, from �me to �me. It is hereby clarifed that such employee should have been in employment of the Company or its subsidiary for atleast 2 years prior to grant of op�ons.
(d)	Requirements of Ves�ng and Ves�ng Period	The Ves�ng condi�ons in respect of the Op�ons shall be as specifed in ESOS 2023.
(e)	Maximum period within which the Op�ons shall be vested	The Ves�ng of the Op�ons granted under ESOS 2023 would be over a period of 4 years in phased manner.
(f)	Exercise/ Purchase Price or pricing formula	NRC shall determine the Exercise Price for each grant. The Exercise Price would be atleast INR 1 for each share (i.e. face value of the shares) and shall not exceed market price of the equity share of the Company as on date of grant of Op�on.
(g)	Exercise Period and process of exercise	The Op�ons granted can be exercised within the period specifed in the ESOS 2023.
(h)	The appraisal process for determining the eligibility of employees for the ESOS 2023	NRC will consider criteria such as performance ra�ng, Revenue, EBITDA growth and any other criteria established for the purpose of above scheme.

S. No.	Par�culars	Informa�on
( )	The Maximum number of Op�ons to be granted per Employee and in aggregate	The maximum number of Op�ons that may be granted pursuant to ESOS 2023 shall not exceed 0.5% (zero point fve per cent) of the total paid up share capital of the Company as on January 01, 2023 which shall be conver�ble into equal number of Shares upon exercise of such Op�ons. The total number of Op�ons to be Granted to an individual Eligible Employee in aggregate under ESOS 2023, shall be such that shares to be allo�ed to such Eligible Employee shall not exceed 0.2% of the paid-up equity share capital of the Company as on January 1, 2023, unless approved by way of a separate resolu�on in the general mee�ng of the Company.
(j)	Maximum quantum of benefts to be provided per employee under ESOS 2023	The maximum quantum of benefts in respect of the Op�ons issued to an Eligible Employee shall be equal to the diference between the total Exercise price of the Op�ons and the total average of opening and closing Market price of the total shares issued on the relevant exercise date.
(k)	Whether ESOS 2023 is to be implemented and administered directly by the Company or through a trust	The ESOS 2023 will be implemented directly by the Company.
( )l	Whether ESOS 2023 involves new issue of shares by the Company or secondary acquisi�on by the Trust or both	ESOS 2023 involves new issue of shares by the Company.
(m)	The amount of loan to be provided for implementa�on of ESOS 2023 by the Company to the trust, its tenure, u�liza�on, repayment terms, etc.	Not applicable, as ESOS 2023 will be implemented directly by the Company.
(n)	Maximum percentage of secondary acquisi�on (subject to limits specifed under the Regula�ons) that can be made by the Trust for the purposes of ESOS 2023	No secondary market acquisi�on is envisaged for ESOS 2023.
(o)	A statement to the efect that the Company shall conform to the accoun�ng policies specifed in Regula�on 15	The Company shall conform to the accoun�ng policies specifed in Regula�on 15 of Securi�es and Exchange Board of India (Share Based Employee Benefts and Sweat Equity) Regula�ons, 2021.
(p)	The method which the Company shall use to value its O�ons	The Company will use fair value method for valuing the Op�ons.

S. No.	Par�culars	Informa�on
(q)	Statement of confrma�on in case the company opts for expensing of share based employee benefts using the intrinsic value	Not Applicable.
( )r	period of lock-in	The Shares to be allo�ed to the Employees pursuant to the exercise of an Op�on will not be subject to any lock-in period.

By order of the Board For Greenlam Industries Limited

Place: New Delhi Date : April 20, 2023

Registered Office :

203, 2nd Floor, West Wing, Worldmark 1, Aerocity, IGI Airport, Hospitality District, New Delhi - 110037

Prakash Kumar Biswal

Company Secretary & Vice President - Legal Membership No.: ACS 19037