Mysore Petro Chemicals Ltd. — Proxy Solicitation & Information Statement 2025

Mar 20, 2025

SECT/306

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20[th] March, 2025

BSE Limited

Corporate Relationship Department 1[st] Floor, P J Tower, Dalal Street, Mumbai – 400 001.

Scrip Code: 506734

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

Dear Sir,

Pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith Postal Ballot Notice (“Notice”) seeking approval of the shareholders by way of remote electronic voting only (“e-voting”) for the:-

1. Appointment of Shri Satyanarayan Bankatlal Maheshwari (DIN 00193540) as Whole-Time Director designated as ‘Executive Director’

2. Appointment of Shri Mayank Dhanuka (DIN 00747034) as Non-Executive Director

3. Appointment of Dr. Vaijayanti Pandit (DIN 06742237) as an Independent Director

In Compliance with the provisions of General Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India from time to time, this Notice is being sent by e-mail only to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, 14[th] March, 2025 (‘Cutoff date’), seeking their approval as set out in the Postal Ballot Notice.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Members. The remote e-voting period will commence from Sunday 23[rd] March, 2025 at 9.00 a.m. and ends on Monday, 21[st] April, 2025 at 5.00 p.m. The e-voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on cut-off date. Please note that communication of assent or dissent of the Members would only take place through the remote e-voting system.

Kindly take the same on record.

Thanking you,

Yours faithfully, For Mysore Petro Chemicals Limited

Digitally signed by LABDHI LABDHI KAUSHAL SHAH KAUSHAL SHAH Date: 2025.03.20 19:53:29 +05'30'

Labdhi Shah Company Secretary

Encl: As above

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Registered Office: D-4 Jyoti Complex, 134/1, Infantry Road, Bengaluru – 560 001 CIN L24221KA1969PLC001799

Tel.: 080-2286 8372, E-mail: mpcl@mysorepetro.com, Website: www.mysorepetro.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (“the Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standards on General Meeting SS-2 issued by The Institute of Company Secretaries of India , each as amended, and in accordance with the General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 5[th] May, 2020 and 09/2024 dated 19[th] September, 2024 (collectively the “MCA Circulars”), and Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11[th] July, 2023 and SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated 3[rd] October, 2024 issued by the Securities and Exchange Board of India for seeking approval of the Members of the Company to transact the Businesses as set out below by passing the said resolutions through Postal Ballot, only by way of remote e-voting process.

The proposed resolutions and explanatory statement setting out the material facts and reasons concerning the proposed items pursuant to Section 102 and 110 and other applicable provisions, if any, of the Act read with the rules framed thereunder is annexed hereto for your consideration.

In terms of the above-mentioned circulars, the Postal Ballot Notice (“the Notice”) is being sent by email only to the Members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Cut-off date i.e. Friday, 14[th] March, 2025 .

In line with the MCA Circulars, hard copy of the Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and the Members are required to communicate their assent or dissent only through the remote e-voting system. The Company has engaged the services of NSDL for the purpose of providing remote e- voting facility to its members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at www.mysorepetro.com

The remote e-voting period commences on Sunday, 23[rd] March, 2025 at 9:00 a.m. (IST) and shall end on Monday, 21[st] April, 2025 at 5:00 p.m. (IST). The e-voting module shall be disabled by the NSDL for voting thereafter. Members are requested to peruse the proposed resolutions along with explanatory statement and thereafter record their assent or dissent by means of remote e-voting facility provided by the Company not later than 5.00 p.m. (IST) on Monday, 21[st] April, 2025, failing which it will be considered that no reply has been received from the Members.

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Shri Martinho Ferrao (Membership No. FCS 6221, CoP No. 5676) of Martinho Ferrao & Associates, Company Secretaries has been appointed as the Scrutinizer to conduct the postal ballot through remote e-voting process in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman or any other person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results shall be declared by the Chairman before the close of working hours on Wednesday, 23[rd] April, 2025. The results so declared along with the report of the Scrutinizer shall be placed on the website of the Company i.e. www.mysorepetro.com and on the website of NSDL www.evoting.nsdl.com immediately after the declaration of result by the Chairman. The results shall also be immediately forwarded to the BSE Limited.

The resolutions shall be deemed to have been passed on Monday, 21[st] April, 2025, being the last date specified by the Company for remote e-voting process, subject to receipt of the requisite number of votes in favour of the resolutions.

Members are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of this Notice for casting of votes by remote e-voting.

SPECIAL BUSINESS:

Item No. 1:

Appointment of Shri Satyanarayan Bankatlal Maheshwari (DIN 00193540) as Whole-Time Director designated as ‘Executive Director’

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 recommendation of the Nomination and Remuneration Committee and approval by the Board of Directors and in accordance with the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule V to the Act and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the members of the Company be and is hereby accorded to appoint Shri Satyanarayan Bankatlal Maheshwari (DIN 00193540) as Whole-Time Director designated as ‘Executive Director’ of the Company for the period 15[th] February, 2025 till 30[th] September, 2027 notwithstanding that he shall attain the age of 70 years during his tenure, on the remuneration, terms and conditions as set out in the explanatory statement annexed to the notice (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure), with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Shri Satyanarayan Bankatlal Maheshwari and that he shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the said appointment and remuneration subject to the recommendation of the Nomination and Remuneration Committee and as may be agreed between the Board of Directors and Shri Satyanarayan Bankatlal Maheshwari”.

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Item No. 2:

Appointment of Shri Mayank Dhanuka (DIN 00747034) as Non-Executive Director

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 Section 160 of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) consent of the members of the Company be and is hereby accorded to appoint Shri Mayank Dhanuka (DIN 00747034) as a Non-Executive Director of the Company with effect from 15[th] February, 2025, whose office shall be liable to determination by retirement by rotation.”

Item No. 3:

Appointment of Dr. Vaijayanti Pandit (DIN 06742237) as an Independent Director

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 149, 150, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the “Act”) and the Rules made thereunder and Regulations 17, 25 and other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or reenactment thereof for the time being in force), Dr. Vaijayanti Pandit (DIN 06742237) who was appointed as an ‘Additional Director’ in the category of ‘Independent Director’ of the Company by the Board of Directors, based on the recommendation of Nomination and Remuneration Committee with effect from 1[st] April, 2025 notwithstanding that she shall attain the age of 75 years during her tenure and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing her candidature for the office of a Director, be and is hereby appointed as an ‘Independent Director’ of the Company, not liable to retire by rotation, for a term of five years with effect from 1[st] April, 2025 to 31[st] March, 2030.

RESOLVED FURTHER THAT the Board of Directors of the Company (which shall include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

By Order of the Board For Mysore Petro Chemicals Limited

Sd/Labdhi Shah Company Secretary

Mumbai, 14[th] February, 2025

Registered Office:

D - 4, Jyothi Complex 134/1, Infantry Road, Bengaluru – 560 001.

..

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Notes:

1. The Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 read with the applicable rules made thereunder and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) setting out the material facts and reasons for the Special Businesses to be transacted is annexed hereto and forms part of this Postal Ballot Notice.

2. Pursuant to the General Circular Nos. 14/2020 dated 8[th] April, 2020, No. 17/2020 dated 13[th] April, 2020 No. 20/2020 dated 5[th] May, 2020, and No. 09/2024 dated 19[th] September, 2024 issued by the Ministry of Corporate Affairs (collectively as “MCA Circulars”) and circulars dated 12[th] May, 2020, dated 11[th] July, 2023 and 3[rd] October, 2024 issued by the Securities and Exchange Board of India (collectively as “SEBI Circulars”), the Postal Ballot Notice is being sent by email only to the Members whose names appear in the Register of Members of the Company as on Friday, 14[th] March, 2025 ("Cut-off date") and who have already registered their e-mail address with the Company/Depositories and whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on Cut-off date.

3. Members cannot exercise their votes through proxy on Postal Ballot. A Member need not cast all the votes in the same way. Members are requested to exercise their voting rights through remote e-voting only. No other means are permitted. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.

4. Members who have not registered their e-mail address are requested to register/update their e- mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agents (“RTA”).

5. The Postal Ballot Notice has been uploaded on the website of the Company at www.mysorepetro.com websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of NSDL i.e. www.evoting.nsdl.com.

6. Corporate members intending to authorize its representatives are requested to upload a certified scanned copy of the Board Resolution on the website of NSDL, authorizing their representative to vote on its behalf at the meeting.

7. Details under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Director seeking appointment forms an integral part of the notice.

8. You may contact the Company for issues relating to this Postal Ballot Notice and e-voting at lshah@mysorepetro.com.

9. The Company has engaged NSDL as e-voting agency for facilitating e-voting to enable the Members to cast their votes electronically.

10. All documents referred to in the Notice will be available for inspection in electronic mode until the last date of voting. Members seeking to inspect such documents can send an email to lshah@mysorepetro.com.

11. The voting right of members/beneficial owners shall be in proportion to their share in the paidup equity share capital of the Company as on the Cut-off date.

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PROCESS FOR MEMBERS OPTING FOR E-VOTING

The remote e-voting period begins on Sunday, 23[rd] March, 2025 at 9.00 a.m. and ends on Monday, 21[st] April, 2025 at 5.00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the Cut-off date i.e. Friday, 14[th] March, 2025 will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-off date should treat this notice for information purpose only.

- 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:

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL. 2	. . .	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site whereinyou cansee e-Voting page. Clickoncompanyname ore-

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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. 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 Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.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 websitewww.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.

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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 at evoting@nsdl.comor 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.com or 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.

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.

1. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.

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b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio Number
Physical Form. registered with the company
For example if folio number is 001 and
EVEN is 133362 then user ID is
133362001
5. 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.
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
6. 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.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on
the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
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- 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 mferraocs@yahoo.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.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

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

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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 lshah@mysorepetro.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 lshah@mysorepetro.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 .

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.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1:

Pursuant to the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board of Directors appointed Shri Satyanarayan Bankatlal Maheshwari as Whole-Time Director designated as ‘Executive Director’ from 15[th] February, 2025 till 30[th] September, 2027, subject to the approval of the members, on the remuneration, terms and conditions as set out herein. He possesses over 44 years of experience in Accounts, Audit, Costing, Insurance and Taxation.

Taking into account the duties and responsibilities to be shouldered by Shri Satyanarayan Bankatlal Maheshwari and the recommendation of the NRC, the Board of Directors proposes the remuneration, terms and conditions for the appointment of Shri Satyanarayan Bankatlal Maheshwari as set out below:

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Particulars Amount in Rs. (per month)
-
Basic Salary Rs. 2,64,519/
Special Allowance 96% of the Basic Salary
Housing Allowance 40% of the Basic Salary
Bonus Rs. 700/- per month
Contribution to Not exceeding 14% of the Basic Salary
NPS
Car Provision for use of car and telephone as per the rules of the Company
Retirals & Benefits Gratuity as per the rules of the Company.
Earned leave Earned leave with full pay and allowances as per the rules of the Company
but not exceeding one month’s leave for every 11 months of service.
Encashment of leave as per the rules of the Company.
Mediclaim Cost of insurance in respect of mediclaim policy for self and family and
personal accident insurance shall be borne by the Company.
Other perquisites Subject to the overall ceiling on remuneration, he may be given any other
allowances, benefits, perquisites and facilities as the Board of Directors of
the Company (which term includes any Committee thereof) may from time
to time decide.
Stock Options The Company has not issued any stock options to its employees
Performance linked N.A.
incentives
Service contracts, As per the terms of the service agreement
notice period and
severance fees
Revision The Board of Directors (which term includes any Committee thereof) of the
Company may revise the remuneration (including allowances and perquisites)
as stated above upto 12% p.a.
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Minimum Remuneration

Where, in any financial year during his tenure, the Company has no profits or its profits are inadequate, the Company will pay the remuneration, bonus, perquisites and other allowances as specified above.

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Statement of information under Part II, Section II (B) (IV) of the Schedule V to the Act

I. General Information

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Nature of Industry Trading
Date or expected date of Commercial The Company has already commenced its business
Production activities.
In case of new Companies, expected Not Applicable
date of commencement of activities
as per project approved by financial
institutions appearing in the
prospectus
Financial performance (Rs. in lakhs)
Particulars 2023-24 2022-23 2021-22
Total Income 4,206.43 3,107.90 3,515.63
Profit before tax 1,125.05 451.42 1,065.18
Net profit 916.29 408.88 875.14
Foreign investments or Nil
collaborations, if any
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II. Information about the appointee:

Background details	Shri Satyanarayan Bankatlal Maheshwari is on the Board of the Company as a Non-Executive Director. He possesses over 44 years of experience in Accounts, Audit, Costing, Insurance and Taxation.
Past Remuneration	He was being paid sitting fees for attending Board and Committee meetings.
Recognition and awards	Nil
Job profile and his suitability	Possesses over 44 years of experience in Accounts, Audit, Costing, Insurance and Taxation.
Remunerationproposed	Asmentioned above
Comparative remuneration profile with respect to industry, size of company, profile of the position and person	The proposed remuneration is as per the prevailing standards
Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any	Apart from receiving sitting fees, he does not have any other pecuniary relationship with the Company.

III. Other information:

1. Reasons for loss or inadequate profits: Not applicable

2. Steps taken or proposed to be taken for improvement: The Company continuously monitors the areas for improvement and necessary steps are taken as and when warranted.

3. Expected increase in productivity and profits in measurable terms: It is subject to market conditions.

4. IV. Disclosures: The above explanatory statement (together with annexure thereto) shall be

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construed to be memorandum setting out the terms of the appointment as specified under Section 190 of the Act.

Shri Satyanarayan Bankatlal Maheshwari has confirmed that he is not disqualified from being appointed as Director in terms of the provisions of Section 164(2) of the Act and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or any other authority.

In view of the provisions of Regulation 17(1C) of the SEBI Listing Regulations, the Company is required to obtain the approval of the shareholders of the Company within a period of three months from the date of appointment. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company.

Based on the above skills and expertise, the Board of Directors recommend the appointment of Shri Satyanarayan Bankatlal Maheshwari as set out at Item No. 1 as a Special Resolution for your approval.

Except for Shri Satyanarayan Bankatlal Maheshwari, none of the other Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested in the said resolution.

Item No. 2:

In accordance with the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 14[th] February, 2025 appointed Shri Mayank Dhanuka as an ‘Additional Director’ in the category of ‘Non-Executive Director’ of the Company with effect from 15[th] February, 2025.

The Nomination and Remuneration Committee and the Board of Directors of the Company considered the skills, expertise and competencies such as knowledge of the industry, ability to take strategic decisions, experience, understanding of accounts, finance, corporate governance, risk management, general management, business ethics, commitment, etc. which the proposed Director should possess.

He has more than 25 years of experience in business operations/development, plant, procurement and import requirements, etc. relating to Chemical Industry. Based on his skills, experience, expertise and knowledge, the Nomination and Remuneration Committee and the Board of Directors have recommended the appointment of Shri Mayank Dhanuka as a Non-Executive Director pursuant to the provisions of Sections 161 of the Companies Act, 2013 ('the Act').

The Company has received declarations/disclosures from Shri Mayank Dhanuka which includes consent to act as a Director of the Company in terms of Section 152 of the Act and confirmation that he is not disqualified from being appointed as Director in terms of the provisions of Section 164(2) of the Act and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or any other authority.

In view of the provisions of Regulation 17(1C) of the SEBI Listing Regulations, the Company is required to obtain the approval of the shareholders of the Company within a period of three months from the date of appointment. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company.

Shri Mayank Dhanuka shall be paid remuneration by way of sitting fees for attending meetings of

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the Board of Directors or Committees thereof or for any other purpose as may be decided by the Board of Directors and reimbursement of expenses for participating in the meetings.

The requisite details and information pursuant to Regulation 36(3) of the SEBI Listing Regulations, the Act and Secretarial Standards are annexed to this Notice.

Based on the above skills and expertise, the Board of Directors recommends the Ordinary Resolution as set out at Item No. 2 for the approval of the Members.

Except for Shri Mayank Dhanuka, none of the other Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested in the said resolution.

Item No.3:

In accordance with the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 14[th] February, 2025 appointed Dr. Vaijayanti Pandit (DIN 06742237) as Additional Director in the category of Independent Director of the Company for a term of five years with effect from 1[st] April, 2025 to 31[st] March, 2030.

The Nomination and Remuneration Committee and the Board of Directors of the Company considered the skills, expertise and competencies such as knowledge of the industry, ability to take strategic decisions, experience, general management, advisory, business ethics, commitment, independence, etc. which the proposed Independent Director should possess.

Skills, expertise and competence

Dr. Vaijayanti Pandit possesses more than 40 years of experience and has done her Ph. D in Management Studies from Jamnalal Bajaj Institute of Management Studies. She has a Masters in Political Science, Diploma in Journalism and Yoga and topped the Pune University for Graduation. She is an Advisor to Welingkar Institute of Management Development and Research before which she was Vice President at Adfactors Group. She was also a Senior Director of the Federation of Indian Chambers of Commerce and Industry and was Secretary to Indian Merchants’ Chamber.

Based on her skills, experience, expertise and knowledge, the Nomination and Remuneration Committee and the Board of Directors has recommended the appointment of Dr. Vaijayanti Pandit as an Independent Director pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 ('the Act').

The Company has received declarations/disclosures from Dr. Vaijayanti Pandit which includes consent to act as a Director of the Company in terms of Section 152 of the Act, confirmation that she meets the criteria of independence under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations') confirmation that she is not disqualified from being appointed as Director in terms of the provisions of Section 164(2) of the Act and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or any other authority and that she is registered in the Independent Director’s databank in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Nomination and Remuneration Committee and the Board of Directors, Dr. Vaijayanti Pandit fulfils the conditions specified in Section 149, 152 and Schedule IV of the Act read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI Listing Regulations and is independent of the management.

In view of the provisions of Regulation 17(1C) of the SEBI Listing Regulations, the Company is required to obtain the approval of the shareholders of the Company within a period of three

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months from the date of appointment. The Company has received a notice under Section 160(1) of the Act proposing her candidature for the office of Director of the Company.

Dr. Vaijayanti Pandit shall be paid remuneration by way of sitting fees for attending meetings of the Board of Directors or Committees thereof or for any other purpose as may be decided by the Board of Directors and reimbursement of expenses for participating in the meetings.

Copy of the draft appointment letter of Dr. Vaijayanti Pandit setting out the terms and conditions of appointment is available for inspection by the Members through electronic mode subject to the request being received at lshah@mysorepetro.com

The requisite details and information pursuant to Regulation 36(3) of the SEBI Listing Regulations, the Act and Secretarial Standards are annexed to this Notice.

Based on her skills, experience, expertise and knowledge, the Board of Directors recommends the Special Resolution as set out at item no. 3 for the approval of the Members.

Except for Dr. Vaijayanti Pandit, none of the other Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested in the said resolution.

By Order of the Board

For Mysore Petro Chemicals Limited

Sd/Labdhi Shah Company Secretary Mumbai, 14[th] February, 2025

Registered Office:

D - 4, Jyothi Complex 134/1, Infantry Road, Bengaluru – 560 001.

.

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DETAILS OF DIRECTORS SEEKING APPOINTMENT

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2

Name	Satyanarayan Bankatlal Maheshwari	Mayank Dhanuka		Vaijayanti Pandit
DIN	00193540	00747034		06742237
Age	68 years	46 years		72 years
Date of first appointment on the Board	19thNovember, 2001	15thFebruary, 2025		1stApril, 2025
Qualification	B. Com, L.LB (Gen.) and Chartered Accountant	B. Com, Financial Management from Harvard University, Graduate from Owner President Management at Harvard Business School		MA, Ph. D in Management studies from Jamnalal Bajaj Institute of Management Studies, Masters in Political Science, Diploma in Journalism and Yoga.
Expertise in specific functional areas required for the role and the manner in which proposed person meets the criteria	Possesses over 44 years of experience in Accounts, Audit, Costing, Insurance and Taxation	More than 25 years of experience in business operations/development, plant, procurement and import requirements, etc. relating to Chemical Industry		Dr. Vaijayanti Pandit possesses more than 40 years of experience. She is an Advisor to Welingkar Institute of Management Development and Research before which she was Vice President at Adfactors Group. She was also a Senior Director of the Federation of Indian Chambers of Commerce and Industry and was Secretary to Indian Merchants’ Chamber.
Directorship held in Listed Companies	-	I G Petrochemicals Limited		P N Gadgil Jewellers Limited Everest Kanto Cylinders Limited I G Petrochemicals Limited
Chairmanship / Membership of Committees in other Public Companies	-	-		Audit Committee- Membership Tata Motors Insurance Broking & Advisory Services Ltd TML Business Services Limited Jaro Institute of Technology Management and Research

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Limited
P N Gadgil	Jewellers
Limited
Stakeholders Relationship
Committee-
Chairpersonship
Jaro Institute of Technology
Management and	Research
Limited
Nomination	and
Remuneration Committee
– Chairpersonship
TML Business Services Ltd
Nomination	and
Remuneration Committee
– Membership
Jaro Institute of Technology
Management and	Research
Limited
P N Gadgil	Jewellers
Limited
Corporate	Social
Responsibility Committee–
Chairpersonship
TML Business Services Ltd.
Corporate	Social
Responsibility Committee–
Membership
Tata Motors	Insurance
Broking &	Advisory
Services Ltd
P N Gadgil	Jewellers
Limited
Everest Kanto	Cylinder
Limited
Risk Management
Committee– Membership
P N Gadgil	Jewellers
Limited

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	Everest Kanto Cylinder Limited
Names of the listed entities from which the person has resigned in the past three years	- - -
Shareholding in the Company including shareholding as a beneficial owner	700 9125 -
Relationship between directors inter- se and other Key Managerial Personnel	Nil Nil Nil
No. of Board Meetings attended during the current financial year	Held - 4 Attended - 3 N.A. N.A.
Proposed remuneration, terms and conditions of appointment/ re-appointment and last remuneration drawn	As set out in the explanatory statement

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