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Pearl Polymers Ltd. Proxy Solicitation & Information Statement 2026

Apr 9, 2026

62385_rns_2026-04-09_6628b87f-9eae-4f94-a248-93b42c76b384.pdf

Proxy Solicitation & Information Statement

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Regd. Office: A-97/2, Okhla Industrial Area, Phase-II, New Delhi-110020, INDIA CIN: L25209DL1971PLC005535 Tel. No.: +91-11-47385300

Email: [email protected] , Website: www.pearlpet.net

April 09, 2026

The Department of Corporate Services - Listing
National Stock Exchange of India Ltd.
Exchange Plaza, 5thFloor
Plot No. C1, G Block
Bandra, Kurla Complex
Bandra (East), Mumbai- 400051
(Stock Code: PEARLPOLY)
The Department of Corporate Services - Listing
BSE Ltd.
Phiroze Jeejeebhoy Towers,
25thFloor, Dalal Street,
Mumbai-400001
(Stock Code: 523260)

Dear Sir/ Madam,

Sub: Submission of Notice of Postal Ballot of Pearl Polymers Limited (“the Company”)

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of Postal Ballot of the Company dated April 08, 2026 sent today to the members of the Company for seeking their approval on the resolutions as set out in the Notice of Postal Ballot by way of voting through electronic means i.e. through remote e- voting system only.

In accordance with circulars issued by Ministry of Corporate Affairs, from time to time, the postal ballot notice is being sent only in electronic form to Members whose email addresses are registered with their depository participants (in case of electronic shareholding)/the Company’s Registrar and Transfer Agent (in case of physical shareholding) and whose names are recorded in the Register of Members/List of Beneficial Owners as on Friday, 03[rd] April, 2026 (cut-off date) .

The Company has engaged the services of MAS Services Limited for the purpose of providing remote e-voting facility to the members. The remote e-voting will commence from Friday, April 10, 2026, at 9:00 a.m. and up to Saturday, May 09, 2026, at 5.00 p.m. E-voting module will be blocked by MAS at Saturday, May 09, 2026, at 5.00 p.m.

The Notice of Postal Ballot is also available on the website of the Company viz. https://pearlpet.com/pages/about-us-1#investor

You are requested to take the same on record.

Thanking you,

Yours faithfully, For Pearl Polymers Limited

PRACHI Digitally signed by PRACHI TYAGI TYAGI Date: 2026.04.09 10:56:09 +05'30' Prachi Tyagi Company Secretary

Enc: As above.

Pearl Polymers Limited Regd. Office: A-97/2, Phase-II, Okhla Industrial Area, New Delhi-110020 (CIN: L25209DL1971PLC005535) Tel. No.:+91-11-47385300, Email: [email protected], Website: www.pearlpet.net

NOTICE OF POSTAL BALLOT

(Notice 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)

Dear Member(s),

NOTICE is hereby given to the Members of Pearl Polymers Limited (“the Company”) , pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) , as amended from time to time, and in accordance with the guidelines prescribed by Ministry of Corporate Affairs ( “MCA” ) for conducting postal ballot through e-voting vide General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020 and subsequent circulars issued from time to time, the latest being General Circular No. 03/2025 dated 22nd September, 2025 (hereinafter collectively referred to as “MCA Circulars” ) and other applicable provisions of the Act, Rules, Listing Regulations, circulars and notifications (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), to transact the special business(es) as set out hereunder by passing the resolutions as appended below by means of voting through postal ballot by electronic means ( “remote e- voting” ). Accordingly, the said resolutions and the explanatory statement pursuant to Section 102(1) of the Act and other applicable provisions, if any, stating all material facts and the reasons /rationale thereof for the proposal are appended below. The Company has appointed Mr. Abhishek Gupta, as the Scrutinizer who is not in the employment of the Company, for conducting the postal ballot process in a fair and transparent manner.

In accordance with the MCA Circulars, the Company will send Postal Ballot Notice (“ Notice ”) by email to the Shareholders whose email addresses are registered as on Friday, April 03, 2026 (“Cut-Off Date”) with the Company/Depositories and accordingly please follow the process provided in this Notice. The Notice is also available on the Company’s website at https://pearlpet.com/pages/about-us-1#investor and on the website of the Stock Exchanges i.e. BSE Limited (“ BSE ”), National Stock Exchange of India Limited (“ NSE ”) and on the website of National Securities Depository Limited (“ NSDL ”) at www.evoting.nsdl.com.

The Board of Directors (“ the Board ”) of the Company at its meeting held on April 07, 2026 has appointed Mr. Abhishek Gupta, Practicing Company Secretary (Membership No. FCS: 9857; CP No: 12262), to act as the Scrutinizer for conducting the Postal Ballot / remote e- voting process in a fair and transparent manner.

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The remote e-voting period commences on Friday, April 10, 2026 at 9.00 a.m. (IST ) and ends on Saturday, May 09, 2026 at 5.00 p.m. (IST) . The Scrutinizer shall submit his report to the Chairman of the Company or a person authorised by him upon completion of the scrutiny of the votes cast through remote e- voting. The results of Postal Ballot along with the Scrutinizer Report will be declared on or before Monday, May 11, 2026 .

The said results shall be communicated to the BSE at www.bseindia.com and NSE at www.nseindia.com where the shares of the Company are listed. The results shall also be placed on the website of the Company at https://pearlpet.com/pages/about-us-1#investor and on the website of NSDL at www.evoting.nsdl.com.

SPECIAL BUSINESS

1. Re-appointment of Mr. Anant Kanoi (DIN: 00150667) as an Independent Director

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and all other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (“the Act”) and Regulations 16 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), including any statutory modifications or re-enactment(s) thereof and any rules made thereunder, in line with the Memorandum & Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Mr. Anant Kanoi (DIN: 00150667), who has declared that he meets the criteria of independence as provided in Section 149(6) of the Act and the Listing Regulations and who is eligible for re-appointment for a second term under the provisions of the Act and in respect of whom the Company has received a notice in writing from a Member of the Company proposing his candidature for the office of Director under Section 160 of the Act, be and is hereby re-appointed as a Non-Executive Independent Director of the Company, whose term shall not be subject to retire by rotation, to hold office for a second term of five (5) consecutive years w.e.f. 30[th] March, 2026 till 29[th] March, 2031.

RESOLVED FURTHER THAT Mr. Udit Seth, Chairman & Managing Director, Mr. Varun Seth, Whole Time Director and Mr. Amit Seth, Whole Time Director be and are hereby severally authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution”

Place: New Delhi Date: 08 April, 2026

By Order of the Board of Directors Sd/ Prachi Tyagi Company Secretary & Compliance Officer (M. No. ACS78163)

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NOTES:

  1. The explanatory statement pursuant to Section 102 and 110 of the Act read with applicable rules framed thereunder concerning the special business as set out above is annexed hereto and forms part of this Notice. The terms and conditions/documents of appointment of independent director(s) are available for inspection at the Registered Office during business hours on all working days, until the last date of remote e-voting.

  2. In accordance with the MCA Circulars issued from time to time by the Ministry of Corporate Affairs, this Notice is being sent to the Shareholders of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories on cut-off date Friday, April 03, 2026 . Shareholders may please note that the Notice will also be available on the Company’s website at https://pearlpet.com/pages/about-us-1#investor and websites of the Stock Exchanges i.e. BSE, NSE and NSDL.

  3. In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the remote e-voting process. Physical copies of the Notice and pre-paid business reply envelopes are not being sent to Shareholders for this Postal Ballot. A person who is not a Shareholder on the cutoff date should treat this notice for information purpose only.

  4. E-voting period will commence on Friday, April 10, 2026 at 9.00 a.m. (IST ) and ends on Saturday, May 09, 2026 at 5.00 p.m. (IST) . During this period, Shareholders of the Company, holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, April 03, 2026 , may cast their vote by Remote E-Voting. The voting rights of shareholder(s) for Remote E-voting shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. The Remote E-Voting module shall be disabled by NSDL after the prescribed date and time for voting. Once the vote on resolution is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently.

  5. Resolution passed by the Shareholders through Postal Ballot is deemed to have been passed as if it has been passed at a general meeting of the Shareholders.

  6. The resolution, if passed by the requisite majority, shall be deemed to have been passed on Saturday, May 09, 2026 i.e., the last date of Remote E-voting process.

  7. The Company has appointed Mr. Abhishek Gupta, Proprietor M/s Abhishek Gupta and Associates, a Practicing Company Secretaries firm as the Scrutinizer, (“Scrutinizer”) for conducting the Postal Ballot process, in a fair and transparent manner. The Scrutinizer will submit his report upon completion of scrutiny on the basis of Remote E-Voting data provided by National Securities Depository Limited (‘NSDL’), in a fair and transparent manner and the result of the Postal Ballot will be announced within prescribed timelines. In accordance with Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, the Resolution, if approved with requisite majority, shall deemed to have been passed on the last date specified by the Company for E-voting i.e. Saturday, May 09, 2026 . The declared results along with the report of the Scrutinizer shall be forwarded to BSE and NSE and shall also be uploaded on the website of the Company.

  8. All the relevant documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the remote e-voting process. Shareholders seeking to inspect such documents can send an email to [email protected]

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  1. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc:

  2. a. For shares held in electronic form : to their Depository Participants (DPs)

  3. b. For shares held in physical form : to the Company/Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-POD1/P/CIR/2023/37 dated March 16, 2023. The Company has sent letters on 30[th] May, 2023, for furnishing the required details. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR–4, the format of which is available on the Company’s website at www.pearlpet.net/noticetoshareholders.html and on the website of the Company’s Registrar and Transfer Agents, MAS Services Limited at www.masserv.com. It may be noted that any service request can be processed only after the folio is KYC Compliant.

Members holding shares in physical form are requested to dematerialize their holdings at the earliest.

- 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 shareholders Login Method
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Type of shareholders Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL.
1. For
OTP
based
login
you
can
click
onhttps://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

Type of shareholders Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL.
1. For
OTP
based
login
you
can
click
onhttps://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

Type of shareholders Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL.
1. For
OTP
based
login
you
can
click
onhttps://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
Individual
Shareholders holding
securities in demat
mode with NSDL.
1. For
OTP
based
login
you
can
click
onhttps://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

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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
Shareholders holding
securities in demat
mode with CDSL
1.
2.
3.
4.
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 website
www.cdslindia.comand click on login icon & New System Myeasi
Tab and then user your existing my easi username & password.
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.
If the user is not registered for Easi/Easiest, option to register is
available at CDSL websitewww.cdslindia.comand click on login
& New System Myeasi Tab and then click on registration option.
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.

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**Login type ** Helpdesk details
Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in
NSDL helpdesk by sending a request at
or call at 022 - 4886 7000
login can contact
[email protected]
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
[email protected] or contact at toll free no.
1800-21-09911

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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 :

5. 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
IN300
12**.
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
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. Thepassword to open the .pdf file isyour 8

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

  2. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

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

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

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

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

  8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

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

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

General Guidelines for 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 [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board

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  • Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  • 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.

  • 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 Amit Vishal, Assistant Vice president, at [email protected]. Further, members may also contact Mr. Deepanshu Rastogi, Assistant Manager, MAS Services Limited, RTA of the Company at T-34, 2[nd] Floor, okhla Industrial Area, Phase-II, New Delhi-110020, Phone No. 011-26387281/82/83, Email [email protected]

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 [email protected]

  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 [email protected]. 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.

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. 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.

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

ITEM NO. 1

In accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulations 17 and 25 of SEBI Listing Regulations, the Board of Directors at their meeting held on 12[th] February, 2026 reappointed Mr. Anant Kanoi (DIN: 00150667) as a Non-Executive Independent Director of the Company, for a second term of five years commencing from 30[th] March, 2026 till 29[th] March, 2031, not liable to retire by rotation, subject to the approval of the Shareholders by way of a Special Resolution and the brief resume is as below:

Mr. Kanoi, holds a Bachelor of Science degree in Industrial & Operations Engineering (I.O.E.) from the

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University of Michigan at Ann Arbor (USA) where he specialized in Lean Manufacturing & Supply Chain Management. He is currently serving as the Managing Director of Bhabani Pigments Pvt. Ltd. and has been working with the Company for almost two decades. Under Mr. Kanoi’s guidance the company has achieved a CAGR of 20% (approx.) over the last two decades. He has also had exposure of working with international companies like Pepsi Co and Ford Motor Company in the past. He is a former President of The Entrepreneurs’ Organization (EO) -New Delhi and is currently serving on the Regional Council of EO, South Asia.

The Nomination and Remuneration Committee (“NRC”), on the basis of qualifications, experience, independence, balance of skills is of the view that Mr. Anant Kanoi possesses the requisite skills and capabilities for the role, which would be of immense benefit to the Company, and hence, it is desirable to appoint him as an Independent Director.

The Company has received a declaration to the effect that she meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, he has confirmed 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. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

He has also 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 and has given his consent to act as Director of the Company. There is no inter se relationship between him and any other member of the Board and other Key Managerial Personnel of the Company.

In the opinion of the Board and based on the evaluation, Mr. Anant Kanoi fulfils the conditions for appointment of Independent Director of the Company as specified in the Act and the Listing Regulations.

Based on the recommendation of the NRC, the Board, recommended the appointment of Mr. Anant Kanoi as an Independent Director, not liable to retire by rotation, for a second term of 5 (five) years effective from 30[th] March, 2026 to 29[th] March, 2031 (both days inclusive).

The resolution seeks the approval of Shareholders for the appointment of Mr. Anant Kanoi as an Independent Director, for a second term of 5 (five) years effective from 30[th] March, 2026 to 29[th] March, 2031 (both days inclusive) pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and his office shall not be liable to retire by rotation.

The details as required under the provisions of Regulation 36(3) of the Listing Regulations, SS-2 and other applicable provisions are provided in ‘Annexure-A’ to this Notice.

None of the Directors, Key Managerial Personnel and relatives thereof except the appointee, has any concern or interest, financial or otherwise.

The Board of Directors recommends the resolution at Item No. 1 of this Notice for approval of Shareholders.

Place: New Delhi Date: 08 April, 2026

By Order of the Board of Directors Sd/Prachi Tyagi Company Secretary & Compliance Officer (M. No. ACS78163)

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Annexure

==> picture [468 x 612] intentionally omitted <==

----- Start of picture text -----

Additional information under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Secretarial Standard-2
Name of Director Mr. Anant Kanoi (DIN: 00150667)
Age (years) 47 years
Background Details/ Qualification/Experience Mr. Kanoi, holds a Bachelor of Science degree in
Industrial & Operations Engineering (I.O.E.) from the
University of Michigan at Ann Arbor (USA) where he
specialized in Lean Manufacturing & Supply Chain
Management. He is currently serving as the Managing
Director of Bhabani Pigments Pvt. Ltd. and has been
working with the Company for almost two decades.
Under Mr. Kanoi’s guidance the company has achieved
a CAGR of 20% (approx.) over the last two decades.
He has also had exposure of working with international
companies like Pepsi Co and Ford Motor Company in
the past. He is a former President of The Entrepreneurs’
Organization (EO) -New Delhi and is currently serving
on the Regional Council of EO, South Asia.
Terms & Conditions of appointment/
Re-appointment as an Independent Director for a
Reappointment
second term of 5 (five) consecutive years with effect
from 30 [th] March, 2026 to 29 [th] March, 2031. His office
shall not be liable to retire by rotation.
Details of Remuneration sought to be paid Sitting fees for Board/ Committee Meeting(s)
Remuneration last drawn Not Applicable
Date of first appointment on the Board 30 [th] March, 2021
Shareholding in the Company Nil
Relationship with other Directors, Manager None
and Key Managerial
Personnel
Number of board meeting(s) attended during 2 out of 5 meetings till date of this notice
the year
Other directorships Private Companies:
Bhabani Pigments Pvt. Ltd.
Dharower Financial Services Pvt. Ltd.
Rapid Properties Pvt. Ltd.
Indo Leather Pvt. Ltd.
Golden Pigments Pvt. Ltd.
Kanoi Agro Industries Pvt. Ltd.
Bhabani Colors Pvt. Ltd.
Young Entrepreneurs Organisation (Delhi Chapter)
Public Companies:
-
Memberships / Chairpersonship of Pearl Polymers Limited
committees
#Chairperson: Audit Committee and Stakeholders
Relationship Committee
----- End of picture text -----

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Name of listed entities from where the person None has resigned in the past three years

  • Mr. Anant Kanoi is a member of Institute of Chartered Accountants of India

  • Only two committees i.e. Audit Committee and Stakeholders’ Relationship Committee have been considered as per provisions of Regulation 26 of the Listing Regulations.

By Order of the Board of Directors Sd/Place: New Delhi Prachi Tyagi Date: 08 April, 2026 Company Secretary & Compliance Officer (M. No. ACS78163)

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