Shalimar Paints Ltd. — Proxy Solicitation & Information Statement 2026

Jan 6, 2026

==> picture [610 x 62] intentionally omitted <==

January 06, 2026

BSE Limited

Corporate Relationship Department, 1[st ] Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai - 400001

National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Plot No. C/1, G- Block Bandra Kurla Complex, Bandra (E), Mumbai – 400051

BSE Scrip Code: 509874

NSE Symbol: SHALPAINTS

ISIN: INE849C01026

Dear Sir/Madam,

Sub: Notice of Postal Ballot of Shalimar Paints Limited (“the Company”)

Pursuant to Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith Postal Ballot Notice, for seeking approval of Members of the Company for the following special resolution:

Sr. No.	Description of Resolution	Type of Resolution
1.	TO CONSIDER AND APPROVE THE REAPPOINTMENT OF MS. SHAN JAIN (DIN: 09661574)AS AN INDEPENDENT DIRECTOR OF THE COMPANY	SPECIAL

In compliance with the provisions of the General Circular No. 09/2024 dated September 19, 2024 and other relevant Circulars issued by the Ministry of Corporate Affairs from time to time, this Notice is being sent only through electronic mode to all the members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, January 02, 2026 (‘Cut-off date’).

The members whose e-mail address is not registered with the Company/Depositories, to receive the Notice, may register their e-mail address with Beetal Financial & Computer Services Private Limited, Registrar and Share Transfer Agent of the Company in the manner as provided in the enclosed Notice.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e-voting facility to its members. The remote e-voting period commences on Thursday, January 08, 2026 from 09.00 a.m. (IST) and ends on Friday, February 06, 2026 at 05.00 p.m. (IST). The remote e-voting module shall be disabled by CDSL thereafter.

==> picture [612 x 76] intentionally omitted <==

==> picture [610 x 62] intentionally omitted <==

The results of the Postal Ballot will be announced within two working days from the conclusion of e-voting.

Thanking You,

Yours faithfully,

For Shalimar Paints Limited

Digitally signed SNEHAL by SNEHAL SABOO SABOO Date: 2026.01.06 14:33:55 +05'30'

Snehal Saboo

Company Secretary & Compliance Officer Membership No. A49811

Encl.: As above

==> picture [612 x 76] intentionally omitted <==

==> picture [596 x 72] intentionally omitted <==

Shalimar Paints Limited

CIN : L24222HR1902PLC065611

Registered Office : Stainless Centre, 4[th] Floor, Plot No. 50, Sector 32, Gurugram, Haryana 122001 Corporate Office : Olethia Business Spaces, Plot No. A184 and A185, Road No. 16Z, Opposite Ashar IT Park, Wagle Industrial Estate, Thane, Maharashtra 400604

Email : askus@shalimarpaints.com; Website : www.shalimarpaints.com; Toll Free : 1800 103 6509

POSTAL BALLOT NOTICE

Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and the MCA Circulars (as defined below) read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time

Dear Members,

Notice is hereby given that pursuant to the provisions of Section 108, 110 and all other applicable provisions of the Companies Act, 2013 (“ the Act ”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), General Circular No. 09/2024 dated September 19, 2024 and other relevant circulars issued by the Ministry of Corporate Affairs (“ MCA ”) from time to time (“ MCA Circulars ”), the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (‘’ SS-2 ’’), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and other applicable laws and regulations (including any statutory modification(s) and/or reenactment(s) thereof for the time being in force), the Special Resolution as set out below, are proposed to be passed by the members of Shalimar Paints Limited (“ Company ”) through Postal Ballot by way of remote electronic voting (“ remote e-voting ”) process only.

An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 read with Rules framed thereunder, pertaining to the proposed resolution setting out the material facts and the reasons thereof forms part of this Postal Ballot notice.

In accordance with Sections 108 and 110 of the Act read with the Rules and Regulation 44 of the SEBI Listing Regulations, the MCA circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of the Central Depository Services (India) Limited (‘CDSL’), an agency authorised by the MCA, to provide remote e-voting facility. The procedure/instructions for remote e-voting is detailed in the Notes to this Postal Ballot Notice. The Notice is also available on the website of the Company at www.shalimarpaints.com

The Board of Directors of the Company have appointed Mr. Ankush Agarwal (COP No 14486), Partner of M/s. MAKS & CO., Company Secretaries (FRN P2018UP067700), as the Scrutinizer for conducting the Postal Ballot voting process through electronic means in a fair and transparent manner.

Members desiring to exercise their votes through the remote e-voting process 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 the Notice for casting of votes by remote e-voting. The schedule of remote e-voting is as under:

Commencement of remote e-voting	Conclusion of remote e-voting
Thursday,January08,2026 at 09:00 a.m.(IST)	Friday,February06,2026 at 05:00p.m.(IST)

The Scrutinizer will submit his report to the MD & CEO or any person authorised by him in writing, and the result of the voting by Postal Ballot will be announced within 2 (two) working days from the conclusion of e-voting. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Notice.

1

==> picture [596 x 72] intentionally omitted <==

SPECIAL BUSINESS:

ITEM NO. 1 - TO CONSIDER AND APPROVE THE REAPPOINTMENT OF MS. SHAN JAIN (DIN: 09661574) 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 Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Rules made thereunder (including any statutory modification(s) or reenactment(s) thereof) read with Schedule IV of the Act, Regulation 16, 17 and any other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Articles of Association of the Company and applicable circulars issued by Ministry of Corporate Affairs, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the consent of the members of the Company be and is hereby accorded for re-appointment of Ms. Shan Jain (DIN: 09661574) for a second term as an Independent Director of the Company to hold office for a period of three consecutive years with effect from February 13, 2026 to February 12, 2029 (both days inclusive), and her office shall not be liable to retire by rotation;

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary, be and are hereby severally authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution and for matters concerned and incidental thereto”.

Corporate Office:

Olethia Business Spaces, Plot No. A184 and A185, Road No. 16Z, Opposite Ashar IT Park, Wagle Industrial Estate, Thane, Maharashtra 400604

Place: Mumbai Date: January 02, 2026

By Order of the Board Shalimar Paints Limited sd/- Snehal Saboo Company Secretary & Compliance Officer ACS49811

2

==> picture [596 x 72] intentionally omitted <==

Notes:

1. An Explanatory Statement pursuant to Sections 102 and 110 of the Act read with the Companies (Management and Administration) Rules, 2014, in respect of business to be transacted as mentioned in the Postal Ballot notice as required under SS-2, is annexed hereto.

2. In accordance with the provisions of the Act, read with Rules made thereunder and MCA Circulars, the Postal Ballot Notice is being sent only by e-mail to those members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, January 02, 2026 . It is however, clarified that all the persons who are Members of the Company as on Friday, January 02, 2026 (including those Members who may not have received this Notice due to non-registration of their email IDs with the Company or the Depositories) shall be entitled to vote in relation to the resolution specified in this Notice.

Members may note that this Postal Ballot notice will also be available on the website of the Company at www.shalimarpaints.com website of the Stock Exchanges on which the equity shares of the Company are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and the website of CDSL at www.evotingindia.com

1. In terms of Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the resolutions contained in the Postal Ballot Notice is sought through Postal Ballot (e-voting).

2. Members who have not registered their e-mail addresses with either the Company or the Depositories are requested to register the same with the Company or the Depositories in accordance with the process specified herein below at point no. 7(b).

Post successful registration of the e-mail, the member would get soft copy of the Notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, member may write to beetal@beetalfinancial.com.

1. Voting rights will be reckoned on the paid-up value of shares registered in the names of the Members on Friday, January 02, 2026 . Only those members whose names are recorded in the Register of Members of the Company or in the list of Beneficial Owners maintained by the Depositories as on Friday, January 02, 2026 , will be entitled to cast their votes by e-voting. A person who is not a member as on Friday, January 02, 2026 , should treat this Notice for information purpose only.

2. In accordance with the provisions of Regulation 44 of SEBI Listing Regulations and Section 108 and 110 of the Act read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 and the circulars issued by the Ministry of Corporate Affairs, the Company has extended e-voting facility for its Members to enable them to cast their votes electronically on the resolutions set forth in this Notice. Members are informed that the communication of their assent or dissent can take place through the e- voting facility. The Company has engaged the services of Central Depository Services (India) Limited (“ CDSL” ) as the agency to provide the remote e-voting facility.

3. Information and other instructions relating to remote e-voting are as under:

(a) Voting through electronic mode/e-voting:

• (i) The voting period begins at 09:00 a.m. IST on Thursday, January 08, 2026 and ends at 05:00 p.m. IST on Friday, February 06, 2026 . During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, January 02, 2026 may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 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

3

==> picture [596 x 72] intentionally omitted <==

Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual Meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1) Users of who have opted for CDSL’s 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 to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting Menu. On clicking the e-voting menu, the user will be able to see his/her holdings along with links of the respective e-Voting service provider as per information provided by Issuer / Company. Additionally, we are providing links to e-Voting Service Providers, so that the user can visit the e-Voting service providers’ site directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi./Registration/ Easi Registration 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 link in www.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 e-voting is in progress and also able to directly access the system of all e- votingService Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following 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 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, 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 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

4

==> picture [596 x 72] intentionally omitted <==

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 e- Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period.

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. After successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider’s website for casting your vote duringthe 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. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL Depository	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode withNSDL Depository	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in.or call at toll free no.: 022 - 4886 7000 and 022 - 2499 7000

• (iii) Login method for e-Voting for shareholders other than individual shareholders & physical shareholders .

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) 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.

• 6) If you are a first-time user follow the steps given below:

5

==> picture [596 x 72] intentionally omitted <==

	For Physical shareholders and other than individual shareholders holding shares in Demat
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank DetailsOR 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 depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction(v).

• (iv) After entering these details appropriately, click on “SUBMIT” tab.

• (v) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders 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 for 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.

• (vi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (vii) Click on the EVSN for the relevant on which you choose to vote.

• (viii) 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.

• (ix) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (x) 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.

• (xi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xiv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xv) Additional Facility for Non – Individual Shareholders and Custodians – For Remote Voting only:

• Non-Individual shareholders (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.

6

==> picture [596 x 72] intentionally omitted <==

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to 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 & can be delink in case of any wrong 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 shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; askus@shalimarpaints.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

• (i) For Physical shareholders - please provide necessary details like 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 Company/RTA email id.

• (ii) For Demat shareholders – please update your email id & mobile no. with your respective Depository Participant (DP)

• (iii) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 1800 21 09911

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 (CDSL), A-Wing, 25[th] Floor, Marathon Futurex, NM Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911.

1. SEBI Circular on e-voting facility:

Shareholders are requested to note that SEBI, vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, with an objective to increase the efficiency of the voting process and the participation by the public non-institutional shareholder’s/retail shareholders, has decided to enable e- voting to all the demat account holders, by way of a single login credential, directly through their demat accounts with depository participants or by registering with the Depositories.

Pursuant to the circular, demat account holders would be able to cast their vote without having to register again with the E-voting Service Providers (“ESPs”), thereby, facilitating seamless authentication as well as enhancing ease and convenience of participating in the e-voting process. The said facility will be available to all individual shareholders holding securities in demat mode and will be implemented in a phased manner over 6 to 12 months of the date of the SEBI Circular.

Accordingly, Shareholders are requested and encouraged to reach out to their Depository Participants/Depositories to register and avail of the facility as and when same is available. The web link of the SEBI Circular is given below for easy access and reference of the Shareholders: https://www.sebi.gov.in/legal/circulars/dec-2020/e-voting-facility-provided-by-listed-entities_48390.html

7

==> picture [596 x 72] intentionally omitted <==

1. The MD & CEO or any person authorised by him in writing, after receipt of the Report on the scrutiny of the Postal Ballot (e-voting) from the Scrutinizer, shall announce the results of the Postal Ballot within 2 (two) working days from the conclusion of e-voting. The results so declared along with the Scrutinizer’s Report shall be placed on the website of the Company i.e. www.shalimarpaints.com and CDSL i.e. www.evotingindia.com and shall also be forwarded to the Stock Exchanges on which shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited.

2. The Scrutinizer’s decision on the validity of the Postal Ballot will be final and binding.

3. Resolution passed by the members by means of Postal Ballot will be deemed to have been passed at a General Meeting of the members. The Resolution as set out in the Postal Ballot Notice, if passed by requisite majority, shall be deemed to have been passed on the last day of e-voting i.e. Friday, February 06, 2026.

4. All relevant documents referred to in the accompanying Notice and the Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, are available for inspection by the Members at the Corporate Office of the Company i.e. Olethia Business Spaces, Plot No. A184 and A185, Road No. 16Z, Opposite Ashar IT Park, Wagle Industrial Estate, Thane, Maharashtra 400604 during working hours on any working day till the conclusion of the voting period, in accordance with the provisions of Section 190 of the Companies Act, 2013. Any query in relation to the resolutions proposed to be passed by Postal Ballot may be addressed to the Company Secretary at askus@shalimarpaints.com.

Corporate Office: By Order of the Board Olethia Business Spaces, Plot No. A184 and A185, Road Shalimar Paints Limited No. 16Z, Opposite Ashar IT Park, Wagle Industrial Estate, Thane, Maharashtra 400604 sd/- Snehal Saboo Place: Mumbai Company Secretary & Compliance Officer ACS49811

Place: Mumbai Date: January 02, 2026

8

==> picture [596 x 72] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 SETTING OUT ALL THE MATERIAL FACTS RELATING TO SPECIAL BUSINESS:

ITEM NO. 1

Members are requested to note that the first term of Mr. Shan Jain (DIN: 09661574) as an Independent Director of the Company is set to expire on February 12, 2026.

The Board of Directors and Nomination & Remuneration Committee are of the opinion that considering Ms. Shan Jain’s experience and performance during the course of her tenure, her continued association would be of immense benefit to the Board. Accordingly, it is proposed to seek approval of shareholders of the Company by way of a Special Resolution through Postal Ballot for re-appointment of Ms. Shan Jain (DIN: 09661574) as an Independent Director on the Board of Directors of the Company to hold office for a second term of three consecutive years commencing from February 13, 2026 to February 12, 2029 (both days inclusive), not liable to retire by rotation.

In terms of the Regulation 36(3) of the Listing Regulations, a statement containing her brief resume, nature of expertise in specific functional areas, disclosure of relationships with other Directors, name of listed entities in which she holds the directorship along with the membership of Committees of the Board and shareholding in the Company is annexed to this Notice.

None of the Directors and Key Managerial Personnel and their relatives except Ms. Shan Jain, to whom the resolution relates, is concerned or interested, financial or otherwise, in the proposed special resolution as set out in this Postal Ballot Notice.

Corporate Office: By Order of the Board Olethia Business Spaces, Plot No. A184 and A185, Road Shalimar Paints Limited No. 16Z, Opposite Ashar IT Park, Wagle Industrial Estate, Thane, Maharashtra 400604 sd/- Snehal Saboo Place: Mumbai Company Secretary & Compliance Officer Date: January 02, 2026 ACS49811

9

==> picture [596 x 72] intentionally omitted <==

Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Secretarial Standard on General Meetings, the details of the Director proposed to be re-appointed through postal ballot are given below:

Name of the Director	Shan Jain
**Age **	56years
Date of First Appointment on the Board	February 13, 2023
Qualification	M.A. in Operations Research and B.A.(Hons.)Mathematics
A brief resume of the director	Ms. Shan Jain is an Independent Marketing and Brand Consultant with over 33 years of experience in building, turning around brands, and creating growth led communication strategies for small and big brands alike. She uses insightful techniques and cross-category experiences which is needed for brands’ survival in the new-world economy. She leverages her unique numerical understanding for deciphering and making data backed decisions. She is also certified and trained to become an Independent Director by ISB-EY, and has good understanding of corporate governance, board functions and key committee roles. Currently she is serving on the Board of Infra.Market and Carrier AirConditioning. Currently, as founder ofBridge to Ocean 29, she partners with promoters, founders, and CMOs of B2B and B2C companies to drive brand-led business transformation, optimize marketing investments, and enable customer-led innovation. Her advisory portfolio spans both funded startups and established businesses acrossindustrials, manufacturing, food, construction, and retailsectors. To add few names, these strategic mandates includes forBikaji Foods, Arboreal, Vinty Impex, Infra.Market. Ms. Shan has held senior leadership roles at:Mindshare (WPP) - Principal Partner with Unilever, GSK,Madison Media -Leading strategy for Marico, Titan, Dominos,Publicis -Driving transformation for Nestlé, Dabur, Sun Pharma. Over the years, she has helpedtier 2-3 market growth strategy, pivoted FMCG businesses and traditional portfolios into aspirational brands, integratingdigitalanddata-led insightsto ensuremarketing spend creates enterprise value -not just visibility. Her campaigns have won350+ national and international awards, including Best Client Leader of the Year. Ms. Shan also works in the area of Mental sustainability. She is a Mandala artist and evangelist and is the Founder ofSambala, focusing on Inner Leadership. Her life mission is to enable a million women towards personal mastery, for which she leads Mandala art workshops, and in June 2019, debuted her workshop in New York. She believes in Ubuntu philosophy - “I am because we are”.

10

==> picture [596 x 72] intentionally omitted <==

	Ms. Shan Jain holds a Master’s in Operations Research from St. Stephen’s College, Delhi University and a bachelor’s in mathematics from Miranda House, Delhi University.
Nature of expertise in specific functional areas	Exposure to Leadership role(s) in Large Corporates, Expertise in Marketing and Brand building, Strategic Advisory & Transformation work, Board functions & Human-Centered Leadership
Skills and Capabilities	Marketing and Brand building, Strategic Advisory & Transformation work, Board functions & Human-Centered Leadership
Other Directorship	1. Hella Infra Market Limited 2. Carrier Airconditioning& Refrigeration Limited
Listed entities from which the Director has resigned in thepast threeyears	Nil
Chairmanship/Membership of Committees in companies in which position of Director is held	1) Hella Infra Market Limited • Member of Audit Committee • Member of Nomination and Remuneration Committee • Chairperson of Corporate Social Responsibility Committee 2) Carrier Airconditioning & Refrigeration Limited • Member of Audit Committee • Member of Nomination and Remuneration Committee
Relationship with other Directors, Managers and other Key Managerial Personnel of the Company	None
No. of equity shares held in the Company as on date	Nil
No. of meetings of the Board attended during the Financial Year 2025-26 (upto the date of Postal Ballot notice)	5/5
Terms and conditions of appointment or re-appointment	Please refer to the Resolution and Explanatory Statement as mentioned in the accompanyingPostal Ballot Notice.
Details of remuneration last drawn	N.A.
Details of remuneration sought to be paid	Nil

11