Malu Paper Mills Limited — Proxy Solicitation & Information Statement 2025

May 20, 2025

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Date: 20-05-2025

To To The Manager The Manager Department of Corporate Services Department of Corporate Services The Bombay Stock Exchange Ltd. The National Stock Exchange of India Floor 25, PJ Towers, "Exchange Plaza" Dalal Street, Bandra Kurla Complex, Bandra (E) Mumbai – 400 001. Mumbai - 400 051. Security Code: 532728 Symbol: malupaper

Sub : Postal Ballot Notice- Disclosure under Regulation 30 of SEBI (Listing obligation and Disclosure requirements), 2015

Sir/Madam

This is continuation to our letter dated April 18, 2025 intimating about the approval of Board of Directors of the Company regarding re-appointment of the Directors, subject to approval of the Shareholders of the Company.

In this regard, please find attached the copy of Postal ballot Notice along with annexures thereto being sent to shareholders through e-mail only for seeking approval only by way of electronic means (“remote e-voting”) in respect of the special businesses as set out in the Postal Ballot Notice and listed below: -

Sr. no	Particulars	Type of Resolution
1	Re-appointment of Shri. Punamchand Malu (DIN: 00301030) as the Managing Director & CEO of the Company.	Special Resolution
2	Re-appointment of Shri. Banwarilal Malu (DIN: 00301297) as a Jt. Managing Director of the Company.	Ordinary Resolution

The Postal Ballot Notice is being sent in accordance with the MCA Circulars only by electronic mode to those Members, whose email addresses are registered with the Company/Depository and whose names appear in the Register of Members/Statements of beneficial ownership maintained by the Depositories i.e., National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on the close of business hours on Friday, May 16, 2025 (cut-off date). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not

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being sent to Members for this Postal Ballot. The Postal Ballot Notice will also be available on the Company’s website www.malupaper.com

The remote e-voting period will commence on Friday, May 23, 2025 at 9.00 A.M (IST) and ends on Saturday, June 21, 2025 at 5.00 P.M (IST).

Members are requested to update their email address with Depository Participant/Company to enable us to send Notice/ communications electronically.

In accordance with the MCA Circulars, Members can vote only by electronic means. For this purpose, the Company has entered into an agreement with NSDL for facilitating e-voting to enable the Members to cast their votes electronically.

The results of e-voting by postal ballot through the e-voting process will be announced by the Company within 2 working days from the conclusion of e-voting process.

This is for your information and record.

Thanking you,

For Malu Paper Mills Limited

Mayuri Suresh Asawa Digitally signed by Mayuri Suresh Asawa DN: c=IN, o=Personal, title=1323, pseudonym=c22dbfbde77a465c9beebc8d5f765d61, 2.5.4.20=9edf5c991251b7751ccdef5d2aaef9f4bca24299ea93e34a14fa7e417dd53256, postalCode=444403, st=Maharashtra, serialNumber=981af272ae29e44ebee7152aa46f6f3626d830f4711c7d20089d3640fcea80f1, cn=Mayuri Suresh Asawa Date: 2025.05.20 12:00:49 +05'30'

Mayuri Asawa A50891 Company Secretary & Compliance officer

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MALU PAPER MILLS LTD. Registered Office: Heera Plaza, 4[th] Floor, Near Telephone Exchange, Central Avenue, Nagpur. CIN: L15142MH1994PLC076009 Email: contacts@malupaper.com Ph: 0712-2760308 Fax: 0712-2760310

Postal Ballot Notice

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions of the Companies Act, 2013, (the “Act”) if any, read together with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), as amended, read with General Circular Nos. 14/2020, 17/2020, 2/2022, 10/2022 and 09/2023 dated April 8, 2020, April 13, 2020, May 5, 2022, December 28, 2022, September 25, 2023 and General Circular No. 09/2024 dated September 19, 2024 (collectively the ‘MCA Circulars’), respectively, issued by Ministry of Corporate Affairs (collectively referred as the ‘MCA Circular’) that the Company is seeking the approval of Members for the matters as set out in the resolutions appended below, through Postal Ballot including voting by electronic means.

An explanatory statement pertaining to the resolutions setting out the material facts concerning the same and the reasons thereof, as required in terms of Section 102 of the Act, is annexed hereto for your consideration.

The Board of Directors of the Company, at their meeting held on April 18, 2025, has appointed CS. Rashmi Sagar Mitkary (Certificate of Practice No. 15688), Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot voting process in a fair and transparent manner.

The Postal Ballot Notice is being sent in accordance with the MCA Circulars only by electronic mode to those Members, whose email addresses are registered with the Company/Depository and whose names appear in the Register of Members/Statements of beneficial ownership maintained by the Depositories i.e., National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on the close of business hours on Friday, May 16, 2025(cut-off date).

Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to Members for this Postal Ballot. The Postal Ballot Notice will also be available on the Company’s website www.malupaper.com.

In accordance with the MCA Circulars, Members can vote only by electronic means. For this purpose, the Company has entered into an agreement with NSDL for facilitating e-voting to enable the Members to cast their votes electronically.

Members are requested to read the instructions in the Notes for voting via electronic mode. Voting period commences on Friday, May 23, 2025 at 9.00 A.M (IST) and ends on Saturday, June 21, 2025 at 5.00 P.M (IST).

The remote e-voting facility shall forthwith be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

The result of the voting along with the Scrutinizer’s Report, shall be intimated to BSE Limited & NSE, within the permitted time and would be displayed at the Registered Office of the Company, and on the Company’s website viz., www.malupaper.com. and the website of National Securities Depository Limited viz., www.evoting.nsdl.com/.

In the event the Resolution is approved by requisite majority of Members, the date of passing of the said resolutions intimated to BSE Limited & NSE, shall be deemed to be Saturday, June 21, 2025 i.e. the last date stipulated to receipt of votes through E- voting.

SPECIAL BUSINESS:

1. Re-appointment of Shri. Punamchand Malu (DIN: 00301030) as the Managing Director & CEO.

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

“RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, the consent of the Company be and is hereby accorded to the re-appointment of Shri. Punamchand Malu (DIN: 00301030) as the Managing Director & CEO for a term of five years commencing from 01/04/2025 till 31/03/2030 on the following terms and conditions:

The following terms and conditions to be considered:

• a) Tenure: 5 years

• b) Total Salary: The Managing Director & CEO agrees to serve in the said capacity without any remuneration .

Accordingly, the Managing Director shall not receive any salary, commission, perquisites, sitting fees, or any other form of compensation from the Company during the term of this appointment, unless otherwise decided by the Board and approved by shareholders, if required.

However, the Managing Director may be reimbursed for reasonable expenses incurred in the course of discharging official duties, subject to approval and as per the Company’s reimbursement policy.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to vary, alter or modify the remuneration based on the recommendations of the Nomination and Remuneration Committee and as may be agreed between the Board and Shri. Punamchand Malu.

RESOLVED FURTHER THAT the Board of Directors, the Company Secretary and the Chief Financial Officer of the Company be and are hereby severally authorized to do all such acts, deeds and things and to sign all such documents, papers and writings as may be necessary or expedient to give effect to this resolution.”

2. Re-appointment of Shri. Banwarilal Malu (DIN: 00301297) as the Jt. Managing Director of the Company.

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

“RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule V to the

Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, the consent of the Company be and is hereby accorded to the re-appointment of Shri. Banwarilal Malu (DIN: 00301297) as the Jt. Managing Director for a term of five years commencing from 01/04/2025 till 31/03/2030 on the following terms and conditions:

The following terms and conditions to be considered:

• a) Tenure: 5 years

• b) Total Salary: The Jt. Managing Director agrees to serve in the said capacity without any remuneration .

Accordingly, the Jt. Managing Director shall not receive any salary, commission, perquisites, sitting fees, or any other form of compensation from the Company during the term of this appointment, unless otherwise decided by the Board and approved by shareholders, if required.

However, the Jt. Managing Director may be reimbursed for reasonable expenses incurred in the course of discharging official duties, subject to approval and as per the Company’s reimbursement policy.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to vary, alter or modify the remuneration based on the recommendations of the Nomination and Remuneration Committee and as may be agreed between the Board and Shri. Banwarilal Malu.

RESOLVED FURTHER THAT the Board of Directors, the Company Secretary and the Chief Financial Officer of the Company be and are hereby severally authorized to do all such acts, deeds and things and to sign all such documents, papers and writings as may be necessary or expedient to give effect to this resolution.”

Registered Office: Heera Plaza, 4[th] floor, Central Avenue Nagpur- 440008

Date:18[th] April, 2025

By order of the Board For MALU PAPER MILLS LIMITED

Sd/-

Mayuri Asawa Company Secretary & Compliance Officer

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Act and SS-2 setting out all material facts pertaining to the resolution is annexed to this Postal Ballot Notice for your consideration and forms part of this Postal Ballot Notice (“Notice”).

2. In compliance with the provisions of Section 108 of the Act, the Rules made there under and Regulation 44 of the SEBI Listing Regulations, the Company is providing facility of e-Voting to its Members in respect of the business to be transacted through postal ballot. For this purpose, the Company has availed in-house services for facilitating voting through electronic means.

3. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose email address is registered with the Company. The physical copy of the Postal Ballot Notice along with postal ballot form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

4. The Explanatory statement setting out all material facts as required under Section 102 of the Companies Act, 2013, in respect of special business of the Company is appended hereto.

5. The Notice is being sent to all Members whose names appear in the Register of Members as on close of business hours on Friday, May 16, 2025, i.e. ‘the cut-off date’. The voting rights of Members shall be in proportion to their shares held in the total paid-up equity share capital of the Company as on the cut-off date i.e. Friday, May 16, 2025. The person who is not a member as on the cut-off date should treat this Notice for information purpose only. In compliance with Regulation 44 of the SEBI Listing Regulations’ and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system.

6. Only a member who is entitled to vote is entitled to exercise his/her/its vote through E-voting. Any recipient of this Notice who has no voting rights as on the date mentioned in point 5 above should treat the same for intimation purpose only.

7. The Board of Directors of the Company have appointed CS. Rashmi Sagar Mitkary (COP No. 15688), Practicing Company Secretaries as the scrutinizer for conducting the Postal Ballot in true and fair manner.

8. The Scrutinizer will submit his report to the person authorized by the Chairman, and the result of remote e-voting will be announced within the permitted time. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

9. Pursuant to the provisions of Sections 108 and other applicable provisions, if any, of the Act and the rules framed thereunder, E-voting facility is provided to all the eligible Members of the Company. The facility of casting vote by the Members using electronic voting system will be provided by E-voting Service Provider (ESP) i.e., National Securities Depository Limited. The Members are requested to read carefully the instructions given below before casting their vote

electronically. A Member can log in any number of times till the votes are cast on all the resolutions or till the end of the voting period, whichever is earlier.

1. Kindly note that a Member can opt only one mode of voting i.e. E-voting. The Scrutinizer’s decision on the validity of the votes cast through E-voting shall be final.

2. The relevant documents pertaining to the above resolution will be available for inspection at the Registered Office of the Company on any working day between 3:00 p.m. to 5:00 p.m. up to the last date of voting through E-Voting specified in the accompanying Notice.

3. Postal Ballot Notice will be available on the website of the Company www.malupaper.com and on the website of e-voting service provider (ESP) i.e., National Securities Depository Limited www.evoting.nsdl.com. till Saturday, June 21, 2025, the last date specified by the Company for voting through e-Voting.

4. In the event the Resolution is approved by requisite majority of Members, the date of passing of the said resolutions intimated to BSE Limited & NSE, shall be deemed to be Saturday, June 21, 2025 i.e. the last date stipulated to receipt of votes through E- voting.

5. Voting through electronic means:

The voting period will commence on Friday, May 23, 2025 at 9.00 A.M (IST) and ends on Saturday, June 21, 2025 at 5.00 P.M (IST). During this period the Members of the Company, holding shares, as on the cut-off date i.e. Friday, May 16, 2025, may cast their vote electronically. The E-voting module shall be disabled by ESP for voting thereafter.

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

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

- Step 1: Access to NSDL e Voting system

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

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click 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 companyname ore-Voting serviceprovider i.e. NSDLandyou

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

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “ Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login Shareholders holding through their existing user id and password. Option will be made securities in demat available to reach e-Voting page without any further authentication. mode with CDSL The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022-4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

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

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat **(NSDLor CDSL) or Physical **	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit 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 shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

c) How to retrieve your ‘initial password’?

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

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

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

• 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.

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

• 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.

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

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

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

• 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 shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to rashmi.mitkary@gmail.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

2. on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

3. 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.

4. 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 Mr. Sagar S. Gudhate, Senior Manager at evoting@nsdl.com

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

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

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to contacts@malupaper.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 -

(A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. 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.

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

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item no. 1 of the Notice

The term of appointment of Shri Punamchand Malu as Managing Director expired on 31/03/2025. The previous appointment was approved by the members at Annual General Meeting held on 24/09/2020.

The Board, on recommendation of the Nomination and Remuneration Committee, re-appointed him as Managing Director for another term of 5 years i.e. from 01/04/2025 till 31/03/2030 on the terms and conditions including remuneration as mentioned below, with powers to the Board to make such variation or increase therein as may be thought fit from time to time, but within the ceiling/s laid down in the Companies Act, 2013 or any statutory amendment or relaxation thereof:

Shri. Punamchand Malu is the Promoter/Director in company, Malu since incorporation. He has rich and varied experience in the wide range of industries, including paper, textiles, gold trading, FMCG, chemicals, and marketing. His multifaceted business acumen and strategic perspective offer valuable insights to the Board, contributing meaningfully to its deliberations and the Company’s overall decision-making process. It would be in the interest of the Company to have his vast experience and professional services as the Managing Director & CEO of the Company.

The Board believes that the Company will get benefit from his professional expertise and rich varied experience.

Shri. Punamchand Malu satisfies all the conditions as set out in Part I of Schedule V to the Companies Act, 2013 (“the Act”) and under Section 196(3) of the Act for being eligible for his re-appointment. He is also not disqualified from being appointed as Director in terms of Section 164 of the Act and also, he has not been debarred from holding office of a director by virtue of any order passed by the SEBI or any other such authority.

The above may be treated as a written memorandum setting out the terms of re-appointment of the above said Director under Section 190 of the Act.

The following terms and conditions to be considered:

• a) Tenure: 5 years

• b) Total Salary: The Managing Director & CEO agrees to serve in the said capacity without any remuneration .

Accordingly, the Managing Director shall not receive any salary, commission, perquisites, sitting fees, or any other form of compensation from the Company during the term of this appointment, unless otherwise decided by the Board and approved by shareholders, if required.

However, the Managing Director may be reimbursed for reasonable expenses incurred in the course of discharging official duties, subject to approval and as per the Company’s reimbursement policy.

The terms and conditions of the said re-appointment and/or agreement may be altered and varied from time to time by the Board as it may, in its discretion, deem fit within the maximum amount payable to the Managing Director in accordance with the provisions of the Act, or any amendments made therein.

The details of Shri. Punamchand Malu as required under provisions of Section II of Part II of Schedule V to the Act, Regulation 36 of the SEBI LODR Regulations and SS - 2, as applicable, are provided in Annexure - I appended to this statement.

The Directors recommend the Special Resolution for your approval

Except Shri. Punamchand Malu to whom the resolution relates and Shri Purushottam Malu, brother of the appointee director no other Director of the Company is concerned or interested in the said resolution

Item no. 2 of the Notice

The term of appointment of Shri Banwarilal Malu (Din: 00301297) as Jt. Managing Director expired on 31/03/2025. The previous appointment was approved by the members at Annual General Meeting held on 24/09/2020.

The Board, on recommendation of the Nomination and Remuneration Committee, re-appointed him as Jt. Managing Director for another term of 5 years i.e. from 01/04/2025 till 31/03/2030 on the terms and conditions including remuneration as mentioned below, with powers to the Board to make such variation or increase therein as may be thought fit from time to time, but within the ceiling/s laid down in the Companies Act, 2013 or any statutory amendment or relaxation thereof:

Shri. Banwarilal Malu is the Promoter/Director in company, since incorporation. His business interest includes active dealing and trading in real estate properties and share & stock markets. He has over four decades of rich experience and holds extensive expertise in the businesses of paper, rice mills, and coal trading.

The Board believes that the Company will get benefit from his leadership and valuable insights offer strategic direction and drive sustained growth across all ventures he is associated with.

Shri. Banwarilal Malu satisfies all the conditions as set out in Part I of Schedule V to the Companies Act, 2013 (“the Act”) and under Section 196(3) of the Act for being eligible for his re-appointment. He is also not disqualified from being appointed as Director in terms of Section 164 of the Act and also, he has not been debarred from holding office of a director by virtue of any order passed by the SEBI or any other such authority.

The above may be treated as a written memorandum setting out the terms of re-appointment of the above said Director under Section 190 of the Act.

The following terms and conditions to be considered:

• a) Tenure: 5 years

• b) Total Salary: The Jt. Managing Director agrees to serve in the said capacity without any remuneration .

Accordingly, the Jt. Managing Director shall not receive any salary, commission, perquisites, sitting fees, or any other form of compensation from the Company during the term of this appointment, unless otherwise decided by the Board and approved by shareholders, if required.

However, the Jt. Managing Director may be reimbursed for reasonable expenses incurred in the course of discharging official duties, subject to approval and as per the Company’s reimbursement policy.

.

The terms and conditions of the said re-appointment and/or agreement may be altered and varied from time to time by the Board as it may, in its discretion, deem fit within the maximum amount payable to the Managing Director in accordance with the provisions of the Act, or any amendments made therein.

The details of Shri. Banwarilal Malu as required under provisions of Section II of Part II of Schedule V to the Act, Regulation 36 of the SEBI LODR Regulations and SS - 2, as applicable, are provided in Annexure - I appended to this statement.

The Directors recommend the Ordinary Resolutions for your approval

Except Shri. Banwarilal Malu to whom the resolution relates and Shri Vasudeo Malu, brother of the appointee director, no Director of the Company is concerned or interested in the said resolution.

Registered Office: Heera Plaza, 4[th] floor, Central Avenue Nagpur- 440008 Date:18[th] April, 2025

By order of the Board For MALU PAPER MILLS LIMITED

Sd/-

Mayuri Asawa Company Secretary & Compliance Officer

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Annexure-1

Details of Directors seeking reappointment at through Postal Ballot

(As required in terms of Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) and the Secretarial Standard on General Meetings (SS-2), issued by the Institute of the Company Secretaries of India.]

Name of the Director	Shri. Punamchand Malu	Shri. Banwarilal Malu
DIN	00301030	00301297
Date of Birth	13/03/1952	01/06/1959
Date of first appointment on the Board	11/01/1994	11/01/1994
Designation	Managing Director & CEO	Jt. Managing Director
Qualification	PUC	B.Com
Chairman/ Member of the Committees of the Board of Directors of the Company	-	Member SRC
Expertise in specific functional area/Experience	Shri. Punamchand Malu is the Promoter & Managing Director in company, Malu Paper Mills Ltd., since incorporation. His business interest includes active dealing and trading in real estate properties and share & stock markets. He is also associated with organisation in diverse fields such as Business, Charitable, Religious, Social and Government organization. Shri Punamchand Ramlal Malu brings with him over five decades of rich and diverse experience across a wide range of industries, including paper, textiles, gold trading, FMCG, chemicals, and marketing. His multifaceted business acumen and strategic perspective offer valuable insights to the Board, contributing meaningfully to its deliberations and the Company’s overall decision- making process.	Shri. Banwarilal Malu is the Promoter & Jt. Managing Director in company, Malu Paper Mills Ltd., since incorporation. His business interest includes active dealing and trading in real estate properties and share & stock markets Shri Banwarilal Malu has over four decades of rich experience and holds extensive expertise in the businesses of paper, rice mills, and coal trading. His leadership and valuable insights offer strategic direction and drive sustained growth across all ventures he is associated with.
Terms and conditions of appointment/ re- appointment and details of remuneration	Terms and conditions of appointment and proposed remuneration are set out in the Explanatory Statement annexed to this Notice.	Terms and conditions of appointment and proposed remuneration are set out in the Explanatory Statement annexed to this Notice.
Last Remuneration drawn	NIL	NIL

No. of equity shares held	318,675	372,912
Relationship with other Director / KMPs	Brother of Shri. Purshottam Malu, (NED) of the company	Brother of Vasudeo Malu, (NED) of the company
Number of Board Meetings attended during financial year 2024-25
Directorships held in otherCompanies
Listed entities from which the Director has resigned in the past three years	NIL	NIL
Names of other listed entities in which the person also holds the Directorship and the membership of the committees of Board	NIL	NIL

Registered Office: Heera Plaza, 4[th] floor, Central Avenue Nagpur- 440008 Date:18[th] April, 2025

By order of the Board For MALU PAPER MILLS LIMITED

Sd/-

Mayuri Asawa Company Secretary & Compliance Officer