Shalimar Paints Ltd. — Proxy Solicitation & Information Statement 2022

Mar 28, 2022

March 28, 2022

Corporate Relationship Department Exchange Plaza, 5" Floor, 1° Floor, New Trading Ring, Plot No. C/1, G- Block, Rotunda Building, P.J. Towers, Bandra-Kurla Complex, Dalal Street, Fort, Mumbai - 400 001 Bandra (East), Mumbai 400051 BSE Scrip Code: 509874 NSE Symbol : SHALPAINTS

BSE Limited National Stock Exchange of India Limited

Subject: Corrigendum to the Notice of the Extraordinary General Meeting no. 02/2021-22 of Shalimar Paints Limited ("Company") scheduled to be held on Thursday, March 31, 2022, at 03:00 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM").

Dear Sir/Madam,

This is with reference to our letter dated March 09, 2022 and the notice dated March 08, 2022 convening the Extraordinary General Meeting no. 02/2021-22 of the Company ("EGM") scheduled to be held on Thursday, March 31, 2022 at 03:00 P.M. through VC/ OAVM ("Notice") for seeking shareholders' approval for the matters contained in the Notice.

The Company had filed applications with the stock exchanges namely, National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), for seeking in-principle approval in relation to the proposed preferential issue of Warrants, for which the approval of the shareholders is being sought.

Thereafter, the Company has received certain observations from NSE and BSE, pursuant to which, the Company is inter alia required to provide certain clarification/ documents to NSE and BSE and is also required to make certain changes in the Notice.

Accordingly, the Board of Directors of the Company on March 28, 2022 approved the corrigendum to the Notice ("Corrigendum"). The copy of the Corrigendum is attached herewith and is also available on the website of the Company at www.shalimarpaints.com.

The Notice should be read in conjunction with the Corrigendum. Except as specified in the Corrigendum, all other contents of the Notice remain unchanged.

The Company shall also give notice of the Corrigendum to the shareholders through newspaper publication.

We request you to kindly disseminate this information.

Thanking you,

Sincerely yours,

For Shalimar Paints Limited

ss Shikfia Rastogi

Company Secretary Encl.: As above

SHALIMAR PAINTS LIMITED CIN: L24222HR1902PLC065611

Registered Office: Stainless Centre, 4" Floor, Plot No. 50, Sector - 32, Gurugram, Haryana - 122001 Corporate Office: 1* Floor, Plot No. 28, Sector - 32, Gurugram, Haryana - 122001 Website: www.shalimarpaints.com; E-mail Id: askus@shalimarpaints.com Phone No.: +91 124 461 6600; Fax No.: +91 124 461 6659

CORRIGENDUM TO THE NOTICE OF EXTRAORDINARY GENERAL MEETING NO. 02/2021-22

This corrigendum ("Corrigendum") is being issued in continuation to the notice dated March 08, 2022 convening the Extraordinary General Meeting No. 02/2021-22 of Shalimar Paints Limited ("Company") proposed to be held on Thursday, March 31, 2022 at 03:00 P.M. (IST), through video conferencing / other audio visual means ("Notice") for seeking shareholders' approval for the matters contained in the Notice.

The Company had filed applications with the stock exchanges namely, National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"), for seeking in-principle approval(s) in relation to the proposed preferential issue of Warrants, details of which are mentioned in the Notice.

Thereafter, the Company has received certain observations from NSE and BSE, pursuant to which, the Company is inter alia required to make certain changes in the Notice.

Accordingly, the Board of Directors of the Company on March 28, 2022, has approved the issuance of this Corrigendum notifying the following amendment(s)/ modification(s) with respect to certain disclosures under the explanatory statement, which is annexed to the Notice ("Explanatory Statement"). The Notice should be read in conjunction with this Corrigendum.

All other contents of the Notice and the Explanatory Statement, save and except as clarified by this Corrigendum, shall remain unchanged. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Notice and the Explanatory Statement, as the case may be.

• 1. On page 14, in point 'h' under Item Nos. 1 and 2 of the Explanatory Statement, the figure appearing as "57.2623" against "Sub-total (B) under % of shareholding under Pre-issue shareholding (as on 24.02.2022)" be replaced with "60.0775".
• 1. On page 15, point 'u' under Item Nos. 1 and 2 of the Explanatory Statement is revised and to be read as follows:

u. Report of independent registered valuer:

The price of the warrants to be issued and allotted to the proposed allottees has been determined taking into account the valuation report dated March 8, 2022 read with addendum dated March 27, 2022 to the valuation report, issued by Sundae Capital Advisors Private Limited, independent registered valuer (registration no. IBBI/RV-E/03/2021/136, having office at 3° Floor, C - 11, Community Centre Janak Puri, New Delhi-110058), in accordance with Regulation 166A of the ICDR Regulations ("Valuation Report"). The Valuation Report shall be available for inspection by the members and the same may be accessed on the Company's website at the link: https:/Awww.shalimarpaints.com/investors-relations.

The members are requested to note that the addendum to the Valuation Report has no impact on the issue price of the aforesaid Warrants.

The members are requested to consider special resolutions at Item Nos.1 and 2 of the Notice and corresponding Explanatory Statement keeping in mind the above mentioned amendment(s)/modification(s).

The document(s) referred to in this Corrigendum shall be open and accessible for inspection by shareholder/ investor at the corporate office of the Company on any working day except holidays upto the date of the EGM and during the EGM.

A copy of this Corrigendum and the Notice shall be available on the Company's website at www.shalimarpaints.com.

By order of the Board of Directors For Shalimar Paints Limited

Place: Gurugram Date: March 28, 2022

Shikha Rastogi Company Secretary