LINC LIMITED — Proxy Solicitation & Information Statement 2025

Jun 27, 2025

==> picture [76 x 26] intentionally omitted <==

27[th] June, 2025

	The Listing Department, The Calcutta Stock Exchange Ltd. 7, Lyons Range, Kolkata – 700001 Scrip Code- 022035	The Manager Department of Corporate Services, BSE Limited P. J. Towers, Dalal Street, Mumbai - 400001 Scrip Code- 531241	The Manager, Listing Department, National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400051 Symbol- LINC

Dear Sir / Madam,

Sub: Submission of Postal Ballot Notice

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), please find enclosed a copy of the Postal Ballot Notice dated 7th May, 2025 together with the Explanatory Statement, seeking approval of the Members on the Resolutions.

The e-voting will commence on Saturday, 28th June, 2025 (9:00 A.M. IST) and will end on Sunday, 27th July, 2025 (5:00 P.M. IST).

The Cut-off date, for ascertaining the list of shareholders to whom the notice of postal ballot (e-voting) being sent and for reckoning voting rights, is 20th June, 2025.

The Postal Ballot Notice will also be available on the Company's website at www.linclimited.com.

This is for your information and records.

Thanking you,

Yours faithfully, For LINC LIMITED

DIPANKAR DE Digitally signed by DIPANKAR DE Date: 2025.06.27 11:49:08 +05'30'

DIPANKAR DE

Company Secretary

Linc Limited (CIN: L36991WB1994PLC065583) A : Aurora Water Front, 18[th] Floor, GN 34/1, Sector-V, Salt Lake, Kolkata- 700091 W.B., India. T : -91 33-6826 2100 W : www.linclimited.com, E : linc@linclimited.com

==> picture [69 x 23] intentionally omitted <==

LINC LIMITED Regd. Office: Aurora Water Front, 18th Floor, GN 34/1, Sector-V, Salt Lake, Kolkata -700 091 Ph: (033) 68262100, E-mail: investors@linclimited.com Website: www.linclimited.com, CIN: L36991WB1994PLC065583

POSTAL BALLOT NOTICE

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

TO THE MEMBERS OF Linc Limited

NOTICE is hereby given pursuant to and in compliance with the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), the various Circular issued by the Ministry of Corporate Affairs (the “MCA Circulars”) and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), Revised Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and pursuant to other applicable laws and regulations (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time), that the resolution(s) set out below are proposed to be passed by the Members through Postal Ballot, by way of remote e-voting (“e-voting”) process.

The Explanatory Statement pursuant to Section 102 and other applicable provisions, if any, of the Companies Act, 2013 pertaining to the aforesaid resolutions setting out the material facts concerning the resolutions is annexed hereto for your consideration.

The MCA has clarified that for companies that are required to provide remote e-Voting facility under the Act, while transacting any business only by postal ballot upto 30th September, 2025, the framework provided in the MCA Circulars as well as the provisions of Rule 20 of the Rules will be applicable mutatis-mutandis . This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars.

The Board of Directors of the Company (the “Board”) has appointed Shri Dhruba Charan Sahoo, Practicing Company Secretary, as the Scrutinizer for conducting the postal ballot only through the e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

In accordance with the provisions of the MCA Circulars, Members can vote only through the remote e-voting process. Accordingly, the Company is pleased to offer a remote e-voting facility to all its Members to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited (NSDL) to provide the said remote e-Voting facility which will commence on Saturday, 28th June, 2025 (9:00 A.M. IST) and will end on Sunday, 27th July, 2025 (5:00 P.M. IST). Members are requested to read the instructions in the Notes (including instructions for remote e-Voting) forming part of this Postal Ballot Notice ("Postal Ballot Notice") to cast their vote electronically. Members are requested to cast their vote through the remote e-voting process not later than 5.00 P.M. IST on Sunday, 27th July, 2025, to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the concerned member. The remote e-Voting module shall be disabled by NSDL for voting thereafter.

The Scrutinizer will submit his report to the Managing Director of the Company after completion of scrutiny of the remote e-voting. The results shall be declared on or before Tuesday, 29th July, 2025 and communicated to the Stock Exchanges where shares of the Company are listed, National Securities Depository Limited ("NSDL"), Maheshwari Datamatics Private Limited, Registrar and Share Transfer Agent (the “RTA”) and will also be displayed on the Company's website www.linclimited.com . The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS:

Item No. 1: Appointment of Dr. (h.c) Mamta Binani (DIN: 00462925) as Non-Executive, Independent Director of the Company.

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

"RESOLVED THAT that pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Dr. (h.c.) Mamta Binani (DIN: 00462925), who was appointed as an Additional Director under the category of Non-Executive Independent Director of the company by the Board of Directors pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, be and is hereby appointed as an Independent Director, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years with effect from 7th May, 2025, upon such remuneration as may be determined by the Board of Directors of the Company from time to time within the overall limits under the Companies Act, 2013.

FURTHER RESOLVED THAT the Board of Directors be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Item No. 2: Re-appointment of Shri Deepak Jalan (DIN: 00758600) as Managing Director of the Company.

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

“RESOLVED THAT pursuant to provisions of Section 196, 197, 198 and 203 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, read with Schedule V to the Companies Act, 2013, the Articles of Association, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, approval of the members be and is hereby accorded to the re-appointment of Shri Deepak Jalan (DIN: 00758600) as Managing Director of the Company, liable to retire by rotation, for a further period of 3 (three) years with effect from 1st October, 2025 and for the payment of following remuneration.

Salary: Rs. 12,50,000/- (Twelve lakh fifty thousand) per month.

Commission: Not exceeding 3% of the Net Profits of the Company for each financial year computed in the manner specified in Section 198 of the Companies Act 2013, provided that in the year of inadequate profits, the remuneration package (including salary and perquisites, which shall have priority in the computation of the package) shall be within the limits as prescribed in the clause (a) of Section II of part II of Schedule V of the Companies Act 2013. Within the above limits, amount of commission payable, shall be decided by the Board of Directors, at the end of each financial year.

Perquisites: As detailed in the explanatory statement pursuant to Section 102 of the Companies Act, 2013 annexed thereto.

FURTHER RESOLVED THAT the Board of Directors be and are further authorised to grant increments in salary and allowances and additions to or betterment of perquisites and facilities as may be recommended by its Nomination and Remuneration Committee, during the term of the above appointment provided that the aggregate remuneration shall be within the limits specified in Schedule V to the Companies Act, 2013, as applicable to the Company.

FURTHER RESOLVED THAT in absence or inadequacy of profits in any financial year the Managing Director will be paid the remuneration as mentioned, as minimum remuneration subject to the provisions of Section II of Part II of Schedule V of the Companies Act, 2013.

FURTHER RESOLVED THAT the appointment of Shri Deepak Jalan as Managing Director is subject to his remaining a Director of the Company.”

Item No. 3: Re-appointment of Shri Aloke Jalan (DIN: 00758762) as Whole Time Director of the Company.

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

“RESOLVED THAT pursuant to provisions of Section 196, 197, 198 and 203 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, read with Schedule V to the Companies Act, 2013, the Articles of Association, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and as recommended by the Nomination and Remuneration Committee and approved by the Board of

Directors, approval of the members be and is hereby accorded to the re-appointment of Shri Aloke Jalan (DIN: 00758762) as Whole Time Director of the Company for a further period of 3 (three) years with effect from 1st October, 2025 and for the payment of following remuneration.

Salary: Rs. 10,00,000/- (Ten lakh) per month.

Commission: Not exceeding 1.50% of the Net Profits of the Company for each financial year computed in the manner specified in Section 198 of the Companies Act 2013, provided that in the year of inadequate profits, the remuneration package (including salary and perquisites, which shall have priority in the computation of the package) shall be within the limits as prescribed in the clause (a) of Section II of part II of Schedule V of the Companies Act, 2013. Within the above limits, amount of commission payable, shall be decided by the Board of Directors, at the end of each financial year.

Perquisites: As detailed in the explanatory statement pursuant to Section 102 of the Companies Act, 2013 annexed thereto.

FURTHER RESOLVED THAT the Board of Directors be and are hereby authorised to grant increments in salary and allowances and additions to or betterment of perquisites and facilities as may be recommended by its Nomination and Remuneration Committee, during the term of the above appointment provided that the aggregate remuneration shall be within the limits specified in Schedule V to the Companies Act, 2013, as applicable to the Company.

FURTHER RESOLVED THAT in absence or inadequacy of profits in any financial year the Whole Time Director will be paid the remuneration as mentioned, as minimum remuneration subject to the provisions of Section II of Part II of Schedule V of the Companies Act, 2013.

FURTHER RESOLVED THAT the appointment of Shri Aloke Jalan as Whole Time Director is subject to his remaining a Director of the Company.”

Item No. 4: Re-appointment of Shri Rohit Deepak Jalan (DIN: 06883731) as Whole Time Director – (Director- Sales & Marketing) of the Company.

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

“RESOLVED THAT pursuant to provisions of Section 196, 197, 198 and 203 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, read with Schedule V to the Companies Act, 2013, the Articles of Association, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, approval of the members be and is hereby accorded to the re-appointment of Shri Rohit Deepak Jalan (DIN: 06883731) as Whole Time Director – (Director- Sales & Marketing) of the Company, liable to retire by rotation, for a further period of 3 (three) years with effect from 1st October, 2025 and for the payment of following remuneration.

Salary: Rs. 8,50,000/- (Eight lakh fifty thousand) per month.

Commission: Not exceeding 1 % of the Net Profits of the Company for each financial year computed in the manner specified in Section 198 of the Companies Act 2013, provided that in the year of inadequate profits, the remuneration package (including salary and perquisites, which shall have priority in the computation of the package) shall be within the limits as prescribed in the clause (a) of Section II of part II of Schedule V of the Companies Act, 2013. Within the above limits, amount of commission payable, shall be decided by the Board of Directors, at the end of each financial year.

Perquisites: As detailed in the explanatory statement pursuant to Section 102 of the Companies Act, 2013 annexed thereto.

FURTHER RESOLVED THAT the Board of Directors be and are further authorised to grant increments in salary and allowances and additions to or betterment of perquisites and facilities as may be recommended by its Nomination and Remuneration Committee, during the term of the above appointment provided that the aggregate remuneration shall be within the limits specified in Schedule V to the Companies Act, 2013, as applicable to the Company.

FURTHER RESOLVED THAT in absence or inadequacy of profits in any financial year the Director – Sales and Marketing will be paid the remuneration as mentioned, as minimum remuneration subject to the provisions of Section II of Part II of Schedule V of the Companies Act, 2013.

FURTHER RESOLVED THAT the appointment of Shri Rohit Deepak Jalan as Whole Time Director (Director-Sales & Marketing) is subject to his remaining a Director of the Company.”

Item No. 5 : Increase in salary of Ms. Ekta Jalan, Senior Manager- Corporate & MISMAT

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under, provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended and in accordance with the recommendation of the Nomination and Remuneration Committee, Audit Committee and approval of the Board of Directors, approval of the members be and is hereby accorded that Ms. Ekta Jalan, Senior Manager- Corporate & MISMAT, relative of Managing Director and Whole Time Director of the Company is permitted the revised annual remuneration not exceeding Rs. 72,00,000/- (Rupees Seventy two lakh) with effect from 1st October, 2025.

FURTHER RESOLVED THAT the Board of Directors be and are hereby authorised to do all such acts, deeds, matters, and things as may be required to give effect to above resolution.”

Item No. 6 : Approval of Material Related Party Transactions

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or reenactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”), for entering into and / or carrying out and / or continuing with existing contracts / arrangements/ transactions or modification(s) of earlier/ arrangements/transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with Mitsubishi Pencil Co., Ltd., a related party of the Company for the financial year 2025-26 as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or along with its subsidiary(ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm’s length basis and in the ordinary course of business of the Company.

FURTHER RESOLVED THAT the Board be and is hereby severally authorised to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts / arrangements / transactions, settle all questions, difficulties or doubts that may arise in this regard.”

By order of the Board

Place: Kolkata Dated: 7th May, 2025

Sd/- DIPANKAR DE Company Secretary & Compliance Officer ACS 32112

Registered Office: Aurora Water Front, 18th Floor, GN 34/1, Sector-V, Salt Lake, Kolkata - 700 091 Ph: (033) 68262100, E-mail: investors@linclimited.com Website: www.linclimited.com, CIN: L36991WB1994PLC065583

Notes:

1. Statement pursuant to Section 102 of the Companies Act, 2013 (as amended) (the “Act”) and the rules made thereunder, setting out the material facts and the reasons for the proposed resolution is appended hereto (hereinafter referred to as “the Statement”). The Statement also contains the recommendation of the Board of Directors of the Company in terms of Regulation 17(11) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the “Listing Regulations”). Necessary information of the Director as required under Regulation 36(3) of the Listing Regulations and the Revised Secretarial Standard on General Meetings (SS-2) issued by the ICSI is annexed to this Notice. The Statement read together with the Annexure hereto and these Notes form an integral part of this Notice.

2. In accordance with the Act read with various MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, 20th June, 2025 (the "Cut-Off Date") received from Depositories and whose e-mail addresses are registered with the Company/Depositories. Members may please note that the Postal Ballot Notice will also be available on the Company's website at www.linclimited.com, websites of the Stock Exchanges where shares of the Company are listed and on the website of National Securities Depository Limited ("NSDL").

3. In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the Members to register their e-mail addresses. Therefore, those Members who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by submitting duly filled-up and signed Form ISR-1 to the Company's RTA, M/s Maheshwari Datamatics Private Limited, 23, R N Mukherjee Road, 5th Floor, Kolkata - 700 001, West Bengal.

4. In accordance with the provisions of the various MCA Circulars, Members can vote only through the remote e- voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Members, whose names appear on the Register of Members / List of Beneficial Owners as on Friday, 20th June, 2025 will be considered for the purpose of e-voting.

5. Resolution passed by the Members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

6. Voting rights of a Member/ Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date. There will be one vote for every Client ID / registered folio number irrespective of the number of joint holders. A person who is not a shareholder on the relevant date should treat this notice for information purpose only.

7. In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided the facility to the Members to exercise their votes electronically and vote on the resolutions through the remote e-voting service facility arranged by National Securities Depository Limited ("NSDL"). The instructions for e- voting are provided as part of this Postal Ballot Notice. The communication of the assent or dissent of the Members would take place through remote e-Voting only.

8. Members desiring to exercise their vote through the remote e-voting process are requested to read the instructions in the Notes under the section "General information and instructions relating to remote e-voting" in this Postal Ballot Notice. Members are requested to cast their vote through the remote e-voting process not later than 5.00 P.M. IST on Sunday, 27th July, 2025 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the concerned shareholder.

9. The remote e-voting period commences at 9:00 A.M. (IST) on Saturday, 28th June, 2025 and ends at 5:00 P.M. (IST) on Sunday, 27th July, 2025 . Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

10. The Scrutinizer will submit his report to the Managing Director after the completion of scrutiny, and the result of the voting by postal ballot through the remote e-voting process will be announced by any Director of the Company duly authorised, on or before Tuesday, 29th July,2025 will also be displayed on the website of the Company ( www.linclimited.com ), besides being communicated to the Stock Exchanges, Depositories and RTA.

11. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Sunday, 27th July, 2025, i.e., the last date specified for receipt of votes through the remote e-voting process.

12. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to investors@linclimited.com

13. General information and instructions relating to e-voting are as under:

- The process for remote e voting:

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

- Step 1: Access to NSDL e Voting system

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

In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Login method for Individual Shareholders holding securities in demat mode is given below:

Type of Shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL

1.For OTP based login you can click on: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on 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. 2.If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e- Voting services 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 - NSDL and you will be redirected to NSDL e-Voting website for casting your vote during the remote e-Voting period. 3.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 4.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 held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider - NSDL and you will be redirected to NSDL e-Voting website for casting your vote during the remote e-Voting period. 5.e-Voting mobile application of NSDL Shareholders / Members can also download NSDL Mobile App “NSDL Speede” facility for seamless voting experience. Voting website of NSDL for casting your vote during the remote e-Voting period.

==> picture [200 x 117] intentionally omitted <==

Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, they 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 My Easi and then use your existing My Easi username and password. 2. After successful login of Easi/Easiest, the user will be able to see the E- Voting option for eligible companies where the e-Voting is in progress as per the information provided by the Company. On clicking the e- Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting vote during the remote e-Voting period. Additionally, links are also 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 My Easi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be able to see the e- Voting Option where the e-Voting is in progress and will be also able to directlyaccess 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 logged-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 eVoting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Logintype	Helpdesk details
Individual Members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 – 4886 7000
Individual Members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com orcallatToll FreeNo. 1800-21-09911

B) Login Method for Members other than Individual Members holding securities in demat mode and Members 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 e-Services i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL e-Services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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

2. a) If you are already registered for e-Voting, then you can use 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.

c) How to retrieve your ‘Initial Password’?

  - (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those members whose email ids are not registered.**

     - 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 investors@linclimited.com or mdpldc@yahoo.com.

     - 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 investors@linclimited.com or mdpldc@yahoo.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

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

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

2. 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.

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

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

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

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

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

8. 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.

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

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members

• a. 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 authorised signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail to dcsahoo123@rediffmail.com with a copy marked to evoting@nsdl.com. 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

• b. 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.

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

Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act. 2013 read with rule 22 of the Companies (Management and Administration) Rules. 2014, Disclosure under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Secretarial Standard – 2 (Revised) as issued by the Institute of Company Secretaries of India.

Item No. 1 : The Board of Directors of the Company (the “Board”), based on the recommendation of the Nomination and Remuneration Committee (the “NRC”), and the consent of Dr. (h.c.) Mamta Binani (DIN: 00462925) to act as a Director of the Company and other statutory disclosures, appointed Dr. (h.c.) Mamta Binani as an Additional Director of the Company under the category Non-Executive Independent Director at the Meeting of the Board held on 7th May, 2025 subject to approval of the Members. The Board formed an opinion that Dr. (h.c.) Mamta Binani is a person of integrity and possess relevant expertise and experience for being appointed as Non-Executive Independent Director of the Company. In the opinion of the Board, Dr. Binani fulfills the conditions specified in the Act and the Rules made thereunder and that she is independent of the Management.

Dr. (h.c.) Mamta Binani has furnished to the Board the requisite declaration contemplated under Section 149(7) of the Act stating that she is an Independent Director within the meaning of Section 149(6) of the Act. A notice has been received under Section 160 of the Companies Act, 2013 from a Member proposing Dr. (h.c.) Mamta Binani as a candidate for the office of the Director of the Company. since this appointment is recommended by the NRC, the requirement for deposit of Rs. 100,000/- is not applicable.

Further, as per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), the listed company shall ensure that approval of shareholders for, inter-alia, appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

During this term, her period of office as Independent Director shall not be liable to retirement by rotation.

Brief particulars of Dr. (h.c.) Mamta Binani (DIN: 00462925):

Dr. (h.c.) Mamta Binani is a Fellow Member of the Institute of Company Secretaries of India (ICSI), besides being a Commerce and a Law Graduate. She has been the National President (2016) of the Institute of Company Secretaries of India. Ms. Binani is the first Insolvency Professional of the Country, registered with the Insolvency & Bankruptcy Board of India. She is the Vice President of the National Company Law Tribunal Kolkata Bar Association, the Chairperson of the Merchant Chamber of Commerce-Legal Affairs & Governance Council, and the Co-Chairperson of the Stress Resolution Committee of the Indian Chamber of Commerce. She has been the Co-Chair of the International Women’s Insolvency & Restructuring Confederation (IWIRC) for the India Network. With over 28 years of experience, she specializes in restructuring and rehabilitating, and also provides consultancy on corporate and legal matters, and is a keen practitioner in litigation matters. She is a regular, acclaimed speaker at professional forums and shares her passion for writing through leading journals, magazines, and newspapers. She has received various awards, medals, and accolades from different forums in India and abroad. She believes in Social Responsibility and has faith in the concept of interdependence rather than solitary independence.

Directorship details and Committee Membership of Dr. (h.c.) Mamta Binani:

Sl.	Name of the Company	Position	Name of the Committee	Chairperson/ **Member **
1.	Rupa & Company Limited	Independent Director	Stakeholders Relationship Committee	Chairperson
			Audit Committee	Member
2.	Emami Paper Mills Limited	Independent Director	Corporate Social Responsibility Committee	Member
3.	Balrampur Chini Mills Limited	Independent Director	Stakeholders Relationship Committee	Chairperson
			Audit Committee	Member
			Nomination & Remuneration Committee	Member
			Risk Management Committee	Member
4.	Emami Limited	Independent Director	Risk Management Committee	Member
5.	Ddev Plastiks Industries Limited	Independent Director	Nomination & Remuneration Committee	Member
6.	Petro Carbon Chemicals Limited	Non-Executive Non- IndependentDirector	-	-
7.	Evonith Value Steel Limited	Independent Director	Audit Committee	Member
			Nomination & Remuneration Committee	Member
8.	Evonith Metallics Limited	Independent Director	Audit Committee	Member
			Nomination & Remuneration Committee	Member
9.	Magma Ventures Private Limited	Independent Director	-	-
10.	Maheswari International Business Foundation	Non-Executive Director	-	-
11.	Sanmarg Private Limited	Independent Director	-	-
12.	Mamta Sumit Binani Foundation	Director & Member	-	-

Dr. (h.c.) Mamta Binani is not related to any of the Directors of the Company. She is not holding any shares in the Company including as a beneficial owner. She attended one meeting of the Board during the FY 25-26 till the date of this notice.

Dr. (h.c.) Mamta Binani is entitled to sitting fees for attending the meetings of the Board and its Committee(s) and also Commission, if any, in line with the Nomination and Remuneration Policy of the Company.

Dr. (h.c.) Mamta Binani is not debarred form holding the office of Director of the Company, by virtue of any SEBI order or any other such authority.

Keeping in view and considering the experience of Dr. Binani in the field of corporate law, legal, litigations, secretarial, governance, the Board considers that her association would be of immense benefit to the Company.

Except Dr. (h.c.) Mamta Binani and her relatives, to the extent of their shareholding, if any, in the Company, none of the Directors or Key Managerial Personnel of the Company or their relatives have any concern or interest, financial or otherwise, in the proposed resolution.

The Board recommends the resolution as set out at Item No. 1 for approval of the Members of the Company as Special Resolution.

Item No. 2, 3 & 4 - The Members at the 28th Annual General Meeting of the Company held on 5th September, 2022 approved the re-appointment of Shri Deepak Jalan as Managing Director and Shri Aloke Jalan as Whole Time Director and appointment of Shri Rohit Deepak Jalan as Whole Time Director (designated as Director-Sales & Marketing) w.e.f. 1st October, 2022 for a period of three years.

The Board at its meeting held on 7th May, 2025, re-appointed them for a further period of three years w.e.f. 1st October, 2025, on recommendation of Nomination and Remuneration Committee of the Board, subject to approval of the Members of the Company by way of Special Resolution, at the revised remuneration, as mentioned in the proposed resolutions and perquisites as mentioned below.

Details of the perquisites referred to in the resolutions at item numbers 2, 3 & 4:

• a) Car Facility - Provision for car with driver primarily for doing business of the Company and partly for personal use, value of the perquisite being assessed as per provisions of Income Tax Rules, 1962.

• b) Telephone Facility - Provision for Telephone at the residence primarily for business purposes provided that all long distance personal calls if made shall be billed to them.

• c) Accommodation Facility - Provision of need based Furnished Accommodation – perquisite shall be evaluated as per Income Tax Rules, 1962, only in the event of such accommodation being actually provided.

• d) Provident Fund and Gratuity - The Company’s contribution to Provident Fund and Gratuity as per rules applicable to the senior executives.

Brief Particulars of Shri Deepak Jalan, Shri Aloke Jalan and Shri Rohit Deepak Jalan are as follows:

Shri Deepak Jalan (63), is a commerce graduate with 39 years of experience in the business. He is responsible for the overall operations of the Company with specialization in international operation. He is holding 16,21,208 shares in our Company and is related to Shri Aloke Jalan, Whole Time Director and Shri Rohit Deepak Jalan, Director – Sales & Marketing. He was first appointed in the Board w.e.f. 24th October, 1994.

Shri Aloke Jalan (56), is a commerce graduate with 34 years of experience in the business, and looks after the Company’s marketing operations with special emphasis in the Western and Southern Region. He is holding 24,19,684 shares in our Company and is related to Shri Deepak Jalan, Managing Director and Shri Rohit Deepak Jalan, Director – Sales & Marketing. He was first appointed in the Board w.e.f. 1st May, 2007.

Shri Rohit Deepak Jalan (36), is BA Hons. in Management studies from University of Nottingham, UK and completed his PG Diploma in Business Management with specialisation in Marketing. Started his career in January, 2012 as trainee in sales & marketing. Thereafter he joined the Company in sales & marketing division for Domestic Market. Currently he is heading the International Business Department of the Company. He is holding 20,53,512 shares in our Company and is related to Shri Deepak Jalan, Managing Director and Shri Aloke Jalan, Whole Time Director. He was first appointed in the Board w.e.f. 28th May, 2019.

The approval of the Members is being sought by way of Special Resolution, as the remuneration to Managing Director, Whole Time Director and Director – Sales & Marketing, may exceed 10% and 5% limits specified under Section 197 of Companies Act, 2013 and Regulation 17(6)(e) of the Listing Regulation, 2015, respectively, during their tenure of appointment.

Shri Deepak Jalan is holding the position of Non-Executive Independent Director in SKP Securities Ltd. and the Chairmanship of Stakeholders Relationship Committee and member of Nomination & Remuneration Committee. He is also holding directorships in Linc Retail Limited, Morris Linc Private Limited and Merrylinc Lighter Private Limited.

Shri Aloke Jalan is holding directorships in Uni Linc India Private Limited, UEF Services Private Limited and Aum Cleen Products Private Limited.

Shri Rohit Deepak Jalan is holding directorship in Merrylinc Lighter Private Limited.

They have attended one meeting of the Board during the FY 25-26 till the date of this notice.

Except Shri Deepak Jalan, Shri Aloke Jalan, Shri Rohit Deepak Jalan and their relatives, to the extent of their shareholding, if any, in the Company, none of the Directors or Key Managerial Personnel of the Company or their relatives have any concern or interest, financial or otherwise, in the proposed resolutions.

The Board recommends the resolutions set out at Item No. 2, 3 and 4 for approval of the Members of the Company as Special Resolutions.

Information required to be disclosed under the provisions of the Second Proviso to Section-II, Part-II of Schedule V of the Act is as follows:

• i. The proposed remuneration has been approved by the Nomination and Remuneration Committee as well as by the Board.

• ii. The Company has not defaulted in the payment of dues to any bank or public financial institution or any other secured creditor.

• iii. A Special Resolution is being passed for payment of the remuneration for a period not exceeding three years.

• iv. A statement containing further specified information is set out hereunder:

I. General Information

1. Nature of Industry: The Company is engaged in the manufacturing and marketing of writing instrument and allied stationery.

2. Date or expected date of commencement of commercial production: The Company is in the business since its inception in the year 1994. The commercial production of the new manufacturing facility at Umbergaon, Gujarat was commenced on 15th July, 2017.

3. Financial Performance based on given indicators (for the year ended 31.03.2025);

		(Rs. inCrores)	(Rs. inCrores)
Particulars	Amount	Particulars	Amount
RevenuefromOperation:	531.48	EBIDTA:	68.29
		Finance Cost:	1.74
		Depreciation:	14.67
		Profit beforeTax	51.88
		Provision for Tax	13.22
Networth:	233.72	Profit after Tax:	38.66

Foreign Investments or Collaborations: Investment in Share Capital to the extent of 13.45% (80,00,000 Equity Shares of Rs. 5/- each) by Mitsubishi Pencil Co. Ltd., Japan.

Foreign Collaboration – None

II. Information about the Appointee

1. Background Details: furnished above in explanatory statement

2. Past Remuneration:

Shri Deepak Jalan: Rs. 11,25,000/- p.m. in addition to perquisites as mentioned above. Shri Aloke Jalan: Rs. 9,00,000/- p.m. in addition to perquisites as mentioned above. Shri Rohit Deepak Jalan: Rs. 7,50,000/- p.m. in addition to perquisites as mentioned above.

1. Recognition or awards: Nil

2. Job Profile and suitability: furnished above in explanatory statement.

3. Remuneration Proposed: As mentioned in the respective resolutions and explanatory statement.

4. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of her origin): Remuneration is in line with that drawn by their peers in Industry.

5. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: They are related to each other.

III. Other information:

1. Reason of loss or inadequate profits: Not Applicable

2. Steps taken or proposed to be taken for improvement: Not applicable, since the Company has adequate profits

3. Expected increase in productivity and profits in measurable terms: Continuous efforts are being undertaken to improve profitability.

IV. Disclosures

The required disclosures shall be given in the report on Corporate Governance annexed to the Director’s Report in the Annual Report 2024-25.

Item No. 5 : Based on the recommendation of the Nomination & Remuneration Committee, Audit Committee, and in terms of the provisions of Section 177, 188 and other applicable provisions of the Companies Act, 2013 (the ‘Act’), the Board of Directors of the Company, at their meeting held on 7th May, 2025, approved the enhancement of remuneration of Ms. Ekta Jalan, Senior Manager - Corporate & MISMAT, relative of Whole Time Director and Managing Director, subject to approval of Members of the Company.

Section 188(1)(f) of the Companies Act, 2013 read with Rule 15(3) (i) of Companies (Meetings of Board and its Powers) Rules, 2014 as amended, provides that related party’s appointment to any office or place of profit in the Company carrying monthly remuneration exceeding Rs. 2,50,000/- shall be subject to approval by the Board of Directors of the Company and the Members of the Company. Further, fourth proviso to Section 188(1) of the Act prescribes that nothing in this sub-section shall apply to any transactions entered into by the company in its ordinary course of business other than transactions which are not on an arm’s length basis. Although, the above transaction is at arms’ length basis and in ordinary course of business for the Company, approval of shareholders is sought by way of Ordinary Resolution as a good governance practice.

Given below is a statement of disclosures as required under the Companies (Meetings of Board and its Powers) Rules, 2014:

• a. Name of the related party: Ms. Ekta Jalan

• b. Name of the director or key managerial personnel who is related, if any: Shri Rohit Deepak Jalan and Shri Deepak Jalan

• c. Nature of relationship: Ms. Ekta Jalan, is wife of Shri Rohit Deepak Jalan, Whole Time Director and son’s wife of Shri Deepak Jalan, Managing Director of the Company.

• d. Nature, material terms, monetary value and particulars of the contract or arrangement:

Ms. Ekta Jalan to hold the office or place of profit with effect from 1st October, 2025 on a remuneration payable upto maximum limit of annual remuneration not exceeding Rs. 72,00,000/- (Rupees Seventy two lakhs) as approved by the Board of Directors or any committee thereof.

Other benefits, perquisites, allowances, amenities and facilities, as applicable / payable to the other employees occupying similar position, as per the applicable policy of the Company.

No member of the Company shall vote on such resolution, to approve any contract or arrangement which may be entered into by the Company, if such member is a related party, in the manner as prescribed under the applicable laws.

None of the Directors or Key Managerial Personnel or their relatives, other than Shri Deepak Jalan, Managing Director and Shri Rohit Deepak Jalan, Whole Time Director, and their relatives, are deemed to be concerned or interested financially or otherwise, in the resolution set out at Item No. 5 of this Notice.

The Board recommends the resolution set out at Item No. 5 for approval of the Members of the Company as Ordinary Resolution.

Item No. 6: The provisions of the SEBI Listing Regulations, as amended by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021, effective 1st April, 2022, mandates prior approval of members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the audit committee, even if such transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. Effective from 1st April, 2022, a transaction with a related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly and/ or through its

subsidiary(ies), exceed(s) Rs. 1,000 crores, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

The Company proposes to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms and conditions, and the aggregate of such transaction(s), may exceed the applicable materiality thresholds as mentioned above. Accordingly, as per the SEBI Listing Regulations and as an abundant precaution, prior approval of the Members is being sought for all such arrangements / transactions proposed to be undertaken by the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis.

The Audit Committee has, on the basis of relevant details provided by the management including certificate, as required by the law, at its meeting held on 7th May, 2025, reviewed and approved the said transaction(s), subject to approval of the Members, while noting that such transaction shall be on arms’ length basis and in the ordinary course of business of the Company.

Information required under Regulation 23 of SEBI Listing Regulations read with SEBI master Circular dated 11th November, 2024 is provided herein below:

Information pursuant to SEBI Circulars:

Sl.	Particulars	Details
Details ofsummary of informationprovided by themanagement to theAudit Committee
1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise)	Mitsubishi Pencil Co., Ltd. It holds 13.45% Equity Shares in the Company
2.	Name of the Director(s) or Key Managerial Personnel who is related, if any and nature of relationship	Not Applicable
3.	Type, material terms and particulars	Purchase of UNI-Ball and other products for sale pursuant to a marketing alliance for India for the last 30 years
4.	Value ofthe transaction	Up toRs. 100 crores
5	Tenure of the Transaction	Transaction entered / to be entered during the Financial Year 2025-26
5.	Any advance paid or received for the contract or arrangement,ifany	Not Applicable
6.	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	18.40% of annual consolidated turnover of the Company for FY2024-25
7.	If the transaction relates to any loans, intercorporate deposits, advances or investments made or given by thelisted entity or its subsidiary:
	i. details of the source of funds in connection with the proposed transaction;	Not Applicable
	ii. where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments, • nature of indebtedness;•cost of funds; and•tenure;	Not Applicable
	iii. applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and	Not Applicable
	iv. the purpose for which the funds will be utilised by the ultimate beneficiary of such funds pursuant to the RPT	Not Applicable
8.	Justification as to why the RPT is in the interest of the listed entity	The Company is distributing Mitsubishi Pencil’s products for over 30 years since 1995. Whereas a 13.45% stake in equity of the Company was taken up by Mitsubishi PencilCoLtd. inthe year 2012. These products are an

		integral part of Company’s offering to the various sections of the Company’s customers. This business contributes about 15% of the total revenue of the Company and also contributes significantly to the profits of the Company. Hence the RPT is very much in the interest ofthe Company	integral part of Company’s offering to the various sections of the Company’s customers. This business contributes about 15% of the total revenue of the Company and also contributes significantly to the profits of the Company. Hence the RPT is very much in the interest ofthe Company	integral part of Company’s offering to the various sections of the Company’s customers. This business contributes about 15% of the total revenue of the Company and also contributes significantly to the profits of the Company. Hence the RPT is very much in the interest ofthe Company	integral part of Company’s offering to the various sections of the Company’s customers. This business contributes about 15% of the total revenue of the Company and also contributes significantly to the profits of the Company. Hence the RPT is very much in the interest ofthe Company
9.	Any valuation or other external report relied upon by thelisted entityin relationto the transactions	Not Applicable
10.	Transaction undertaken during previous financial years	(Rs. InCrores)
		Particulars	2024-25	2023-24	2022-23
		Purchase of UNI-Ball products	51.16	45.12	40.64
11.	Any other information that may be Relevant	All relevant / important information forms part of this Statement setting out material facts pursuant to Section 102ofthe CompaniesAct,2013

As per the SEBI Listing Regulations, all related parties of the Company, whether or not a party to the proposed transaction(s), shall abstain from voting on the said resolution.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, other than as mentioned above, are concerned or interested in the proposed resolution.

The Board recommends the resolution set out at Item No. 6 for approval of the Members of the Company as Ordinary Resolution.

Place: Kolkata Dated: 7th May, 2025 Registered Office: Aurora Water Front, 18th Floor, GN 34/1, Sector-V, Salt Lake, Kolkata - 700 091 Ph: (033) 68262100, E-mail: investors@linclimited.com Website: www.linclimited.com, CIN: L36991WB1994PLC065583

By order of the Board Sd/- DIPANKAR DE Company Secretary & Compliance Officer ACS 32112

CALENDAR OF EVENTS

EVENTS	DAY& DATE
Date of dispatch of Postal Ballot Notice	Friday, 27th June, 2025
Date of starting Postal Ballot / E-Voting	Saturday, 28th June, 2025
Date of ending Postal Ballot / E-Voting	Sunday, 27th July, 2025
Expected (latest) date for submission of Scrutinizer Report	Tuesday, 29th July, 2025
Expected date of declaration of results of postal ballot and e-Voting	Tuesday, 29th July, 2025