Marico Limited — Proxy Solicitation & Information Statement 2026

May 13, 2026

Marico
make a difference

May 13, 2026

The Secretary,
Listing Department,
BSE Limited, Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001
Scrip Code: 531642

The Manager,
Listing Department,
National Stock exchange of India Limited,
'Exchange Plaza', C-1, Block G, Bandra Kurla
Complex, Bandra (East), Mumbai 400 051
Scrip Symbol: MARICO

Dear Sir/Madam,

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

Pursuant to Regulation 30 of the SEBI Listing Regulations, please find enclosed a copy of the postal ballot notice along with the explanatory statement ("Postal Ballot Notice"), seeking approval of the Members of the Company by way of Special Resolution for appointment of Mr. Girish Paranjpe (DIN: 02172725) as an Independent Director of the Company w.e.f. June 1, 2026.

In accordance with Section 110 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, read with General Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, read with General Circular No. 3/2025 dated September 22, 2025 and other relevant circulars issued in this regard by the Ministry of Corporate Affairs ("MCA Circulars") and the SEBI Listing Regulations, the Postal Ballot Notice is being sent only by electronic mode to those Members whose names appear in the Register of Members/List of Beneficial Owners as on Friday, May 8, 2026 ("Cut-off Date") and whose e-mail addresses are registered with the Company/Depositories. As per the provisions of the MCA Circulars, Members can vote only through the remote e-voting process ("Remote E-voting").

In accordance with the provisions of the MCA Circulars, the Company has arranged 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 Postal Ballot Notice.

The Company has engaged the services of Central Depository Services (India) Limited for providing Remote E-voting facility to the Members. The Remote E-voting will commence on Friday, May 15, 2026 from 9:00 a.m. (IST) and shall end on Saturday, June 13, 2026 at 5:00 p.m. (IST). The results of postal ballot will be declared by the Company on or before Tuesday, June 16, 2026.

This intimation is being made available on the website of the Company at https://marico.com/india/investors/shareholder/stock-exchange.

Kindly take the above information on record.

Thank you.

Yours faithfully,
For Marico Limited
VINAY M A
Digitally signed by VINAY M A
Date: 2026.05.13 15:19:38
+05'30"

Vinay M A
Company Secretary & Compliance Officer
Encl.: As above

Marico Limited
Regd Office:
7th Floor
Grande Palladium
178, CST Road, Kalina
Santacruz (C)
Mumbai 400 098, India
Tel: (91-22) 6648 0480
Fax: (91-22) 2650 0159
www.marico.com

CIN: L15140MH1988PLC049208
Email: investor@marico.com

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marico

MARICO LIMITED

CIN: L15140MH1988PLC049208

Registered Office: 7th Floor, Grande Palladium, 175, CST Road, Kalina, Santacruz (East), Mumbai – 400 098

Tel No.: +91-22 6648 0480, Fax No.: +91-22 2650 0159;

Website: www.marico.com; E-mail: investor@marico.com

E-voting starts on	E-voting ends on
Friday, May 15, 2026 at 9:00 a.m. (IST)	Saturday, June 13, 2026 at 5:00 p.m. (IST)

NOTICE OF POSTAL BALLOT

Dear Members,

NOTICE is hereby given that pursuant to and in compliance with the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), read with General Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, read with General Circular no. 3/2025 dated September 22, 2025 and other relevant circulars issued in this regard by the Ministry of Corporate Affairs ("MCA") (collectively referred to as the "MCA Circulars") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and pursuant to other applicable laws and regulations, the special resolution appended below is proposed for approval of the Members of Marico Limited ("Company" or "Marico") through Postal Ballot by remote e-voting process ("Remote E-voting").

An explanatory statement pursuant to the provisions of Sections 102, 110 and other applicable provisions, if any, of the Act pertaining to the special resolution setting out the material facts, along with instructions/procedure for Remote E-voting is annexed for your consideration.

The Board of Directors ("Board") at its meeting held on May 5, 2026, appointed Mr. Makarand M. Joshi (Membership No: 5533) and in his absence Mrs. Kumudini Bhalerao (Membership No: 6667), Partners of M/s. Makarand M. Joshi & Co., Practising Company Secretaries, Mumbai, as the Scrutinizer to conduct the Postal Ballot through Remote e-voting in a fair and transparent manner.

In accordance with the provisions of the MCA Circulars, the Members can vote only through Remote E-voting. Hence, physical copy of this postal ballot notice ("Postal Ballot Notice" or "Notice") along with postal ballot forms and pre-paid business envelope is not being sent to the Members. Accordingly, the Company is pleased to offer Remote E-voting facility to the Members to cast their votes electronically and instructions regarding the same are provided in serial no. 16 under

the Notes in this Postal Ballot Notice. The Members may note that the Remote E-voting commences on Friday, May 15, 2026 from 9:00 a.m. (IST) and ends on Saturday, June 13, 2026 at 5:00 p.m. (IST). The Members are therefore requested to cast their vote not later than 5:00 p.m. (IST) on Saturday, June 13, 2026 to be eligible for being considered, failing which it will be considered that no vote has been received from the Members.

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the Members to register their e-mail address. Therefore, those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in the Notes to the Postal Ballot Notice.

The Scrutinizer will submit his report to the Chairman of the Company after completion of scrutiny of the E-voting. The results shall be declared at the registered office of the Company on or before Tuesday, June 16, 2026 and communicated to BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE") (together the "Stock Exchanges"), National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") (together the "Depositories"), and will also be displayed on the website of the Company at www.marico.com and CDSL at www.evotingindia.com.

SPECIAL BUSINESS

1. Appointment of Mr. Girish Paranjpe (DIN: 02172725) as an Independent Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), and the rules framed thereunder and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of

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the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors ("Board"), Mr. Girish Paranjpe (DIN: 02172725), who is appointed as an Additional Director of the Company (in the capacity of Independent Director) by the Board with effect from June 1, 2026 in terms of Section 161 of the Act, and in respect of whom the Company has received a notice from a Member proposing his candidature for the office of Director under Section 160 of the Act, and who has submitted a declaration that he meets the criteria of independence as prescribed under the Act and the SEBI Listing Regulations and being eligible for appointment as an Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years with effect from June 1, 2026 to May 31, 2031 (both days inclusive), not liable

to retire by rotation, upon such remuneration as detailed in the explanatory statement hereto and as may be determined by the Board from time to time within the overall limits of remuneration under the Act."

By order of the Board

For Marico Limited

Vinay M A

Company Secretary & Compliance Officer

FCS No. 11362

Place: Mumbai

Date: May 5, 2026

NOTES:

1. Explanatory statement pursuant to Sections 102 and 110 of the Act and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, stating all material facts and reasons for the proposal set out under the Postal Ballot Notice is annexed hereto.
2. The Postal Ballot Notice is being sent only by electronic mode to those Members, whose names appear in the Register of Members/List of Beneficial Owners as on Friday, May 8, 2026 ("Cut-off Date") and whose e-mail addresses are registered with the Company/Depositories.
3. Members may note that the Postal Ballot Notice will also be available on the website of the Company at www.marico.com, websites of the Stock Exchanges i.e. BSE at www.bseindia.com and NSE at www.nseindia.com, and on the website of CDSL at www.evotingindia.com.
4. In compliance with Sections 108 and 110 of the Act and the rules made thereunder, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations, the Company has provided the facility to the Members to exercise their votes electronically and vote on the resolutions through the E-voting service facility arranged by CDSL. Members can vote only through Remote E-voting and are requested to read the instructions on the same in serial no. 16 under the Notes to this Postal Ballot Notice. Members whose names appear in the Register of Members/List of Beneficial Owners as on Friday, May 8, 2026 i.e. Cut-off Date, will be considered for the purpose of E-voting.
5. The voting rights for equity shares is one vote per equity share, registered in the name of the Members. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of the Members as on Friday, May 8, 2026 i.e. Cut-off Date. A person who is not a Member on the Cut-off Date should treat this Notice for information purpose only.
6. Members are requested to cast their vote through the Remote E-voting process not later than 5:00 p.m. (IST) on Saturday, June 13, 2026 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the Member.
7. Non-individual Members (i.e., Institutional/Corporate Members) intending to vote through their authorized representatives are

requested to send a scanned copy (in JPEG/PDF format) of a duly certified Board Resolution authorizing their representative(s) to vote on their behalf, pursuant to Section 113 of the Act, to the Company and the Scrutinizer at scrutinisers@mmjc.in with a copy marked to investor@marico.com.

1. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the results of voting by postal ballot through the Remote E-voting process will be announced by the Chairman or any person authorised by him, on or before Tuesday, June 16, 2026 and will also be displayed on the website of the Company (www.marico.com), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent.
2. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified for Remote E-voting, i.e. Saturday, June 13, 2026, and as if it has been passed at a general meeting of the Members.
3. Relevant documents referred to in the Postal Ballot Notice shall be made available for inspection electronically by the Members in accordance with the applicable statutory requirements based on the requests received at investor@marico.com mentioning their name, Folio No./DP ID and Client ID, until the last date for receipt of votes through Remote E-voting.
4. Process for registration of e-mail ID with the Company or Depositories:

Members who have not registered their e-mail address with the Company/Depositories are requested to register their e-mail address in the following manner:

For shares held in Physical form	Members may submit their requests in electronic mode through the website of the Registrar and Share Transfer Agent of the Company (RTA) i.e. MJFG Intime India Private Limited using the weblink: https://web.in.mpms.mufg.com/helpdesk/Service_Request.html or by e-mail to investor.helpdesk@in.mpms.mufg.com.
For shares held in Dematerialized form	Members may contact the concerned Depository Participant.

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In accordance with the MCA Circulars, the Company has additionally enabled a process for the limited purpose of receiving shareholder communications during the financial year 2026-27 and the Members may temporarily update their e-mail address by accessing the link https://web.in.mpms.mufg.com/EmailReg/Email_Register.html.

Please note that registration of e-mail address and mobile number is mandatory while voting electronically.

12. IMPORTANT NOTICE TO SHAREHOLDERS HOLDING SHARES IN PHYSICAL MODE:

SEBI has through relevant circulars issued in this regard, mandated furnishing of PAN and KYC (including postal address with pin code, e-mail address, mobile number, and bank account details) by Members holding shares in physical form. In view of the same, concerned Members are requested to furnish the requisite documents/information to the RTA at the earliest to be eligible to lodge any grievance or avail any service. Any payments including dividend in respect of such folios wherein any one of the above cited documents/details are not available shall only be made electronically, upon registering all the required details. The Company has sent communications to the concerned Members explaining the aforesaid requirements and the same can also be accessed at https://marico.com/india/investors/shareholder/standard-norms.

Pursuant to the provisions of Section 72 of the Act read with the rules made thereunder, Members holding shares in a single name may avail the facility of nomination in respect of the shares held by them. All holders of physical securities are encouraged in their own interest to provide choice of nomination. The Company has sent communications to the concerned Members explaining the aforesaid requirements and the same can also be accessed at https://marico.com/india/investors/shareholder/standard-norms. Members may

avail this facility by sending a nomination in the prescribed Form No. SH-13 to the RTA. The said form is available on the Company's website and can be downloaded using the aforesaid weblink. Further, if shares are held in dematerialized form, Members can contact their respective Depository Participant(s) to update their nomination details.

INSTRUCTIONS TO MEMBERS FOR REMOTE E-VOTING:

1. In order to increase the efficiency of voting process and in terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, Demat account holders are being provided a single login credential, through their demat accounts/websites of Depositories/Depository Participants. Demat account holders will now be able to cast their vote without having to register again with the E-voting service providers, thereby facilitating seamless authentication, enhancing ease and convenience of participating in the E-voting process.

2. Voting Rights shall be reckoned on the paid-up value of equity shares registered in the name of the Members as on the Cut-off Date i.e. Friday, May 8, 2026. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners (in case of demat shareholding) maintained by the Depositories as on the Cut-Off Date, only shall be entitled to avail the facility of Remote E-voting. A person who is not a Member as on the Cut-off Date should treat the Postal Ballot Notice for information purposes only.

3. The Remote E-voting period commences on Friday, May 15, 2026 from 9:00 a.m. (IST) and ends on Saturday, June 13, 2026 at 5:00 p.m. (IST). The Remote E-voting module shall be disabled by CDSL thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

16. The procedure for Remote E-voting is as under:

A. Details of the process and manner of Remote E-voting for Individual Members holding securities in Demat mode are explained herein below:

Type of Member	Login Method
Individual Members holding securities in Demat mode with CDSL	1. Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach E-voting page without any further authentication. To login to Easi/Easiest, users are requested to visit CDSL website www.cdslindia.com and click on “Login” icon and then click “My Easi New (Token)” Tab.
	2. After successful login, the Easi/Easiest user will be able to see the E-voting option for eligible companies where the E-voting is in progress as per the information provided by 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 their vote during the Remote E-voting period. Additionally, there are links provided to access the system of all E-voting service providers i.e. CDSL/NSDL/K-FIN/MUFG, so that the user can visit the E-voting service providers’ website directly.
	3. If the user is not registered for Easi/Easiest, an option to register is available on the CDSL website at https://web.cdslindia.com/myeasitoken/Home/EasiRegistration (to register for Easi) or at https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration (to register for Easiest).
	4. Alternatively, the user can directly access the E-voting page by providing Demat Account Number and PAN from E-voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending one-time password (OTP) to the registered mobile number and e-mail ID as recorded in the Demat Account with Depository Participant. After successful authentication, user will be able to see the E-voting option where the E-voting is in progress and will also be able to access the system of all E-voting service providers.

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Type of Member	Login Method
Individual Members holding securities in Demat mode with National Securities Depository Limited ("NSDL")	1. If you are already registered for NSDL IDEAS facility, please visit the e-Services website of NSDL. Open web browser by typing the 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. Click on “Access to E-voting” under E-voting services and you will be able to see the E-voting page. Click on company name or E-voting service provider name and you will be re-directed to E-voting service provider website for casting your vote during the Remote E-voting period.
2. If the user is not registered for IDEAS e-Services, an option to register is available at https://eservices.nsdl.com. Select “Register Online for IDEAS” 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 held with NSDL), Password/OTP and a verification code as shown on the screen. After successful authentication, you will be re-directed to NSDL Depository’s site wherein you can see E-voting page. Click on company name or E-voting service provider name and you will be re-directed to E-voting service provider website for casting your vote during the Remote E-voting period.
4. For OTP based login available at https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp, enter your 8-digit DP ID, 8-digit Client ID, PAN and Verification code. Then, click on generate OTP. Enter the OTP received on registered e-mail 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 or E-voting service provider name and you will be re-directed to the E-voting service provider’s website for casting your vote during the E-voting period.
Individual Member (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for utilizing the E-voting facility. After successful login, you will be able to see the E-voting option. Once you click on this 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 name and you will be re-directed to E-voting service provider website for casting your vote during the E-voting period.

Important notes:

• Members are advised to update their mobile number and e-mail ID in their demat account with their Depository Participants to access Remote E-voting facility.
• Members who are unable to retrieve User ID/Password are advised to use “Forgot User ID” and “Forgot Password” option available at the above mentioned websites.
• Members holding securities in demat mode are allowed to vote through their demat account(s) maintained with Depositories and Depository Participants.

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

Login type	Helpdesk details
Individual Member holding securities in Demat mode with CDSL	Members facing any technical issue can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.
Individual Member holding securities in Demat mode with NSDL	Members facing any technical issue can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at 022 – 4886 7000 and 022 – 2499 7000.

B. Login method for Remote E-voting for non-individual Members holding shares in Demat form, Members holding shares in physical form and Members whose e-mail IDs are not registered with the Company:

(i) The Members should log on to the E-voting website www.evotingindia.com.
(ii) Click on “Shareholders” module.
(iii) Now enter your User ID:

a) For CDSL: 16 digits beneficiary ID,
b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

(iv) Next enter the Image Verification as displayed and click on “Login”.
(v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier E-voting of any company, then your existing password is to be used.

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(vi) If you are a first-time user, follow the steps given below:

For non-individual Members holding shares in Demat form and Members holding shares in physical form
PAN	• Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (applicable for Members holding shares in both demat as well as physical form).
• Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	• Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Demat account or in the Company records in order to login.
• If both the details are not recorded with the Depositories or Company, please enter the User ID/folio number in the Dividend Bank details field as mentioned in instruction (iii).

(vii) After entering these details appropriately, click on "SUBMIT" tab.

(viii) Members holding shares in physical form will then directly reach the company selection screen. However, Members holding shares in Demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting on resolutions of any other company on which they are eligible to vote, provided that company opts for E-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for E-voting on the resolution contained in the Postal Ballot Notice.

(x) Click on the EVSN of "MARICO LIMITED" to vote.

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

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

(xiii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the votes cast by clicking on "CLICK HERE TO PRINT" option on the Voting page.

(xvi) If a Member holding shares in dematerialized form has forgotten the password, Member can retrieve the same by entering the User ID and the image verification code and then by clicking on "FORGOT PASSWORD". Members are requested to enter the details as prompted by the system.

(xvii) Note for Non-Individual Members and Custodians - Remote E-voting:

• Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "CORPORATES" module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be e-mailed at helpdesk.evoting@cdslindia.com.

• After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically and can be delinked in case of any erroneous mapping.

• It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA), which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.

• Alternatively, Non-Individual Members are required mandatorily to send the relevant Board Resolution/ Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer at scrutinisers@mmjc.in with a copy marked to investor@marico.com, if they have voted from individual tab & not uploaded same in the CDSL E-voting system for the Scrutinizer to verify the same.

1. General Guidelines for Members:

(i) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(ii) If you have any queries or issues regarding Remote E-voting facility/system of CDSL, you may write an e-mail to helpdesk.evoting@cdslindia.com or contact toll free no. 1800 21 09911.

(iii) All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or by sending an e-mail to helpdesk.evoting@cdslindia.com or calling on toll free no. 1800 21 09911.

1. Communication of assent or dissent of the Members will take place only through the Remote E-voting system.

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6

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013

Item No. 1 – Appointment of Mr. Girish Paranjpe (DIN: 02172725) as an Independent Director of the Company

In terms of the Company's Policy on Nomination, Remuneration and Evaluation ("NRE Policy") and pursuant to the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board at its meeting held on May 5, 2026, appointed Mr. Girish Paranjpe (DIN: 02172725) as an Additional Director of the Company (in the capacity of Independent Director) for a term of 5 (five) consecutive years with effect from June 1, 2026 to May 31, 2031 (both days inclusive), not liable to retire by rotation, subject to approval of the Members.

As per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), approval of the shareholders for appointment of a director is to be considered at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Skills and capabilities required for the role of Independent Director and the manner in which Mr. Girish Paranjpe meets such requirements:

Mr. Girish Paranjpe has over 35 years of experience in the corporate and business world. Mr. Paranjpe was associated with Wipro Limited ("Wipro"), one of the leading software companies of India, for over two decades, contributing to rise of India's IT industry from its infancy to its current globally dominant position. As a Joint-CEO of its IT Business and a member of the Board of Directors of Wipro from 2008-2011, Mr. Paranjpe led the Wipro's IT business worth USD 5.8 billion and employee strength of over one lakh, spread over 54 countries. Subsequently, he joined Bloom Energy in 2011 as the Managing Director of Bloom International. He is also the co-promoter and a General Partner of Exfinity Venture Partners, a venture fund which invests in technology start-ups.

Mr. Paranjpe is a distinguished business leader with extensive experience across information technology, finance & accounting and corporate governance. He has an illustrious record of successfully leading large-scale enterprises in diverse leadership roles. His deep expertise in strategy, accounting and financial management, sales and marketing, business transformation, information technology, leadership development, human resources, and governance will be invaluable to the Board and immensely benefit the Company's ambitious growth strategy.

The NRC and Board have identified amongst others, Entrepreneurship, Financial & Accounting, New Age Consumer Channel & Digital Skills, Leadership, M&A, Strategy and Investment Management as the skills and capabilities for the role and Mr. Girish Paranjpe meets such requirements.

In terms of the Company's NRE Policy, Mr. Girish Paranjpe will be entitled to receive remuneration by way of sitting fees as may be approved by the Board for attending Board/Committee(s) meetings, reimbursement of expenses for participation in meetings, and such commission as may be approved by the Board from time to time based on recommendation of the NRC, within the overall limits of remuneration to Non-Executive Directors as per the provisions of the Act and as approved by the Members. Details of remuneration to Independent Directors shall be disclosed as part of the Annual Report.

The Company has received, inter alia, the following consents, declarations and confirmations from Mr. Girish Paranjpe with regard to the proposed appointment:

(i) Consent to act as Director of the Company in terms of Section 152 of the Act and declaration that he is not disqualified from being appointed as Director in terms of Section 164 of the Act.

(ii) Declaration that he is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

(iii) Declaration that he meets the criteria of independence as prescribed under the Act and the SEBI Listing Regulations.

(iv) Confirmation that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company.

(v) Confirmation that he has registered himself with the Independent Directors' databank and satisfied the requirement regarding the online proficiency self-assessment test in terms of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Further, in terms of Section 160 of the Act, the NRC and Board have recommended the appointment of Mr. Girish Paranjpe and the Company has also received a notice in writing from a Member proposing his candidature for appointment as an Independent Director.

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In the opinion of the Board, Mr. Girish Paranjpe fulfils the conditions of Independence as specified in the Act and the SEBI Listing Regulations for his proposed appointment as an Independent Director and he is independent of the Management.

Based on Mr. Girish Paranjpe's skills, experience and expertise as mentioned above, the Board is of the opinion that his association will add value and it will be in the best interest of the Company to appoint him as an Independent Director for a term of 5 (five) consecutive years with effect from June 1, 2026.

Copy of the draft letter of appointment of Mr. Girish Paranjpe setting out the terms and conditions thereof is available for inspection by the Members through electronic mode as provided in this Postal Ballot Notice.

Additional information in respect of Mr. Girish Paranjpe, pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standard on General Meetings (SS-2), is provided at Annexure A and his brief profile is provided at Annexure B to the Postal Ballot Notice.

None of the Directors, Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the Special Resolution set out in Item No. 1.

The Board recommends the Resolution in relation to the appointment of Mr. Girish Paranjpe as an Independent Director as set out in Item No. 1 of the Postal Ballot Notice for approval of the Members by way of a Special Resolution.

By order of the Board
For Marico Limited

Vinay M A
Company Secretary & Compliance Officer
FCS No. 11362

Place: Mumbai
Date: May 5, 2026

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ANNEXURE A

Information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings with respect to the Director seeking appointment

Name of the Director
Designation	Independent Director
Director Identification Number	02172725
Age (in years) as on the date of this Postal Ballot Notice	68
Date of first appointment	June 1, 2026
Qualification	Commerce graduate – University of Mumbai
Member – Institute of Chartered Accountants of India
Member – Institute of Cost Accountants of India
Experience	More than 35 years
Nature of expertise in specific functional areas	• Entrepreneurship
• Financial & Accounting
• New Age Consumer Channel & Digital Skills
• Leadership
• M&A, Strategy and Investment Management
• Corporate Strategy and Planning
• Human Capital Management
• Brand Building
• Corporate Governance, Risk & Compliance
• Geographic, Gender and Cultural Diversity
Terms & Conditions	Appointment as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from June 1, 2026 to May 31, 2031 (both days inclusive), not liable to retire by rotation.
Relationship with other Directors and Key Managerial Personnel	None
Directorships in other companies	1. Axis Bank Limited
2. Crisil Limited
3. Mphasis Limited
4. Axis Max Life Insurance Limited
5. Modenik Lifestyle Private Limited
6. Devraai Brands Private Limited
7. IBS Software Pte Ltd, Singapore
8. Crisil Irevna UK Limited

8

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| Name of the entity in which the Director holds committee memberships and chairpersonship as on the date of this Postal Ballot Notice (excludes foreign companies) | 1. Chairman of Audit Committee and Member of Risk Management Committee and Nomination & Remuneration Committee – Axis Bank Limited.
2. Chairman of Nomination & Remuneration Committee and Member of Audit Committee and Corporate Social Responsibility Committee – Crisil Limited.
3. Chairman of Corporate Social Responsibility Committee and Member of Audit Committee and Nomination & Remuneration Committee – Mphasis Limited.
4. Chairman of Audit Committee and Member of Nomination & Remuneration Committee – Axis Max Life Insurance Limited.
5. Chairman of Audit Committee – Modenik Lifestyle Private Limited. |
| --- | --- |
| Listed entities from which the Director has resigned in the past 3 (three) years | None |
| Shareholding in the Company as on the date of Postal Ballot Notice | Nil |
| No. of Board Meetings attended during the year | Not Applicable, as the date of appointment is with effect from June 1, 2026. |
| Details of remuneration last drawn (in ₹) | Not Applicable |
| Details of remuneration proposed | In terms of the Company's NRE Policy, Mr. Girish Paranjpe will be entitled to receive remuneration by way of sitting fees as may be approved by the Board for attending Board/Committee(s) meetings, reimbursement of expenses for participation in meetings, and such commission as may be approved by the Board from time to time based on recommendation of the NRC, within the overall limits of remuneration to Non-Executive Directors as per the provisions of the Act and as approved by the Members. Details of remuneration to Independent Directors shall be disclosed as part of the Annual Report. |

ANNEXURE B

Brief profile of the Director seeking appointment

Mr. Girish Paranjpe has over 35 years of experience in the corporate and business world. Mr. Paranjpe was associated with Wipro Limited ("Wipro"), one of the leading software companies of India, for over two decades, contributing to rise of India's IT industry from its infancy to its current globally dominant position. As a Joint-CEO of its IT Business and a member of the Board of Directors of Wipro from 2008-2011, Mr. Paranjpe led Wipro's IT business worth USD 5.8 billion and employee strength of over one lakh, spread over 54 countries. Subsequently, he joined Bloom Energy in 2011 as the Managing Director of Bloom International. He is also the co-promoter and a General Partner of Exfinity Venture Partners, a venture fund which invests in technology start-ups.

Additionally, Mr. Paranjpe is currently the Non-Executive Independent Chairman of Mphasis Limited, Independent Director of Axis Bank Limited, Crisil Limited, Axis Max Life Insurance Limited and Director of certain other Indian and foreign companies.

Mr. Paranjpe is a Commerce graduate and a member of the Institute of Chartered Accountants of India and Institute of Cost Accountants of India.