Shalimar Paints : Extra Ordinary Meeting

SHALIMAR PAINTS LIMITED

CIN: L24222HR1902PLC065611

Registered Office: Stainless Centre, 4th Floor, Plot No. 50, Sector - 32, Gurugram, Haryana - 122001 Corporate Office: 1st Floor, Plot No. 28, Sector - 32, Gurugram, Haryana - 122001

Website: www.shalimarpaints.com; E-mail Id: askus@shalimarpaints.com Phone: 0124-4616600; Fax: 0124-4616659

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting No. 02/2021-22 of the Members of SHALIMAR PAINTS LIMITED ("the Company") will be held on Thursday, March 31, 2022 at 03:00 P.M. through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), to transact the following businesses:

SPECIAL BUSINESS:

1. ISSUE OF WARRANTS TO PROMOTER GROUP ENTITIES ON PREFERENTIAL ISSUE AND PRIVATE PLACEMENT BASIS

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

   "RESOLVED THAT pursuant to (i) the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force) ("the Act");

2. the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time ("ICDR Regulations"), including the provisions of Chapter V of the ICDR Regulations; (iii) any other rules / regulations / guidelines, if any, prescribed by the Securities and Exchange Board of India
   ("SEBI"), Reserve Bank of India ("RBI"), Ministry of Corporate Affairs ("MCA"), stock exchanges where the shares of the Company are listed namely, BSE Limited and National Stock Exchange of India Limited (collectively, "Stock Exchanges"), and/or any other statutory / regulatory authority; (iv) the SEBI (Listing Obligations and Disclosures Requirements)
   Regulations, 2015 as amended from time to time ("Listing Regulations") and the listing agreement executed by the Company with the Stock Exchanges; (v) provisions under Foreign Exchange Management Act, 1999, as amended, and the rules and regulations framed thereunder (vi) the Memorandum and Articles of Association of the Company; and (vii) subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the appropriate authorities (including regulatory or statutory authorities), institutions or bodies as may be required, and subject to such conditions and modifications, as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), the consent of the Members of the Company be and is hereby accorded to create, offer, issue and allot on preferential issue and private placement basis :

1. upto 30,65,134 (Thirty Lakh Sixty Five Thousand One Hundred and Thirty Four) warrants, each carrying a right to subscribe to 1 (one) fully paid up equity share of the Company having a face value of Rs 2/- (Rupees Two only) each ("Equity Share") at a price of Rs. 130.50 (Rupees One Hundred Thirty and Fifty Paise only) per warrant, aggregating to Rs. 39,99,99,987/- (Rupees Thirty Nine Crore Ninety Nine Lakh Ninety Nine Thousand Nine Hundred and Eighty Seven only) to Virtuous Tradecorp Private Limited, a Promoter Group entity (as defined in SEBI (ICDR) Regulations)
   ("Proposed Allottee / Investor"); and
2. upto 26,81,992 (Twenty Six Lakh Eighty One Thousand Nine Hundred and Ninety Two) warrants each carrying a right to subscribe to 1 (one) fully paid up equity share of the Company having a face value of Rs 2/- (Rupees Two only) each ("Equity Share") at a price of Rs. 130.50 (Rupees One Hundred Thirty and Fifty Paise only) per warrant, aggregating to Rs. 34,99,99,956/- (Rupees Thirty Four Crore Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Fifty Six only) to JSL Limited, a Promoter Group entity (as defined in SEBI (ICDR) Regulations) ("Proposed Allottee / Investor"),

on such other terms and conditions as set out herein and such other terms and conditions, as may be mutually agreed between the Company and the Investor(s), subject to applicable laws and regulations, including the provisions of Chapter V of the ICDR Regulations and the Act.

RESOLVED FURTHER THAT in terms of the provisions of the ICDR Regulations, the "Relevant Date" for the purpose of determination of floor price for the issue and allotment of warrants as mentioned above is Monday, February 28, 2022,

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being the working day preceding the date that is 30 (thirty) days prior to the date of the Extraordinary General Meeting (since the date that is 30 (thirty) days prior to the date of the Extraordinary General Meeting is a holiday).

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of warrants to the Investor and the Equity Shares to be allotted on conversion of warrants shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

1. The warrants and the Equity Shares to be issued upon conversion of warrants (if applicable) shall be allotted in dematerialized form;
2. An amount equivalent to 25% of the consideration shall be payable at the time of subscription and allotment of each of the warrants, and the balance 75% of the consideration shall be payable at the time of allotment of Equity Shares pursuant to exercise of right attached to the warrants to subscribe to the Equity Shares. The amount paid against warrants shall be adjusted / set-off against the issue price for the resultant Equity Shares;
3. The warrants shall be allotted within the timelines prescribed under Regulation 170 of the ICDR Regulations;
4. The right attached to warrants may be exercised by the Investor, in one or more tranches, during the period commencing from the date of allotment of warrants until the expiry of 18 (eighteen) months from the date of allotment of the warrants, by issuing a written notice to Company specifying the number of warrants proposed to be converted long with the aggregate amount payable thereon. The Board shall accordingly, without any further approval from the shareholders of the Company, issue and allot the corresponding number of Equity Shares in the dematerialized form;
5. In the event the right attached to the warrants is not exercised within 18 (eighteen) months from the date of allotment of Warrants, the unexercised warrants shall lapse and the amount paid by the Investor in relation to such warrants, at the time of subscription, shall stand forfeited;
6. The Equity Shares to be allotted on exercise of warrants (if applicable) shall be fully paid up and rank pari passu with the existing Equity Shares in all respects (including with respect to dividends and voting rights) and be subject to the requirements of all applicable laws and memorandum of association and articles of association of the Company;
7. The Equity Shares arising from the exercise of warrants will be listed on the Stock Exchanges, subject to the receipt of necessary regulatory permissions and approvals, as may be required;
8. The price of the warrants and the number of Equity Shares to be allotted on conversion of the warrants shall be subject to appropriate adjustments as permitted under applicable laws;
9. The warrants by itself, until exercise and converted into Equity Shares, shall not give any rights / entitlements with respect to that of an equity shareholder; and
10. The warrants and the Equity Shares allotted pursuant to exercise of warrants shall be subject to lock-in for such period as specified under applicable provisions of the ICDR Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorised to accept any modification(s) or modify the terms of issue of warrants, subject to the provisions of the Act and ICDR Regulations, without being required to seek any further consent or approval of the Members of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of the Act and subject to receipt of such approvals as may be required under applicable law, the consent of the Members of the Company be and is hereby accorded to record the name and address of the Investor and issue a private placement offer cum application letter in the Form PAS-4 to the Investor inviting the Investor to subscribe to the warrants in accordance with the provisions of the Act.

RESOLVED FURTHER THAT for the purposes of giving effect to the above resolutions, the Board be and is hereby authorized to give effect to the above resolutions and to do all such acts, deeds and things necessary or incidental that it may, in its absolute discretion, deem necessary or desirable for such purpose, including but not limited issue of a private placement letter of offer, allotment of warrants and Equity Shares, making of application(s) to Stock Exchange(s) for obtaining their approval, making disclosures to the Stock Exchange(s), allotment of warrants, allotment and listing of the Equity Shares, filing of requisite documents with the registrar of companies, filing of requisite documents with the depositories and engaging/ appointing any agency, consultants, advisors and/ or intermediaries, as may be required, vary, modify or alter any of the relevant terms and conditions, including size of the preferential issue, finalizing the terms of agreement(s) and other related document(s), if any, to resolve and settle any questions, difficulties or doubts that may arise in regard to such offer, issue and allotment of warrants, the utilization of the issue proceeds, signing of all documents

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as may be required and effecting any modifications, changes, variations, alterations, additions and/or deletions to the foregoing conditions as may be required by any regulatory or other authorities or agencies and to do all acts, deeds, matters and things and/ or execute all documents, as may be required, in connection therewith and incidental thereto as they in their absolute discretion may deem fit, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Common Seal of the Company, if required to be affixed in India on any agreement, undertaking, deed or other document, the same be affixed in accordance with the provisions of Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to delegate any or all of the powers conferred upon it by this resolution to any committee of directors of the Company ("Committee"), any director(s) and / or officer(s) and / or any person associated with the Company.

RESOLVED FURTHER THAT all actions taken by the Board or Committee(s) duly constituted for this purpose in connection with any matter referred to above or contemplated in the foregoing resolutions are hereby approved, ratified and confirmed in all respects."

2. ISSUE OF WARRANTS TO HELLA INFRA MARKET PRIVATE LIMITED ON PREFERENTIAL ISSUE AND PRIVATE PLACEMENT BASIS

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

   "RESOLVED THAT pursuant to (i) the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory amendment(s) or modification(s) thereto or enactment(s) or re-enactment(s) thereof for the time being in force) ("the Act");

2. the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
   Regulations, 2018, as amended from time to time ("ICDR Regulations"), including the provisions of Chapter V of the ICDR
   Regulations; ; (iii) any other rules / regulations / guidelines, if any, prescribed by the Securities and Exchange Board of India ("SEBI"), Reserve Bank of India ("RBI"), Ministry of Corporate Affairs ("MCA"), stock exchanges where the shares of the Company are listed namely, BSE Limited and National Stock Exchange of India Limited (collectively, "Stock Exchanges"), and/or any other statutory / regulatory authority; (iv) the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time ("Listing Regulations") and the listing agreement executed by the Company with the Stock Exchanges; (v) provisions under Foreign Exchange Management Act, 1999, as amended, and the rules and regulations framed thereunder (vi) the Memorandum and Articles of Association of the Company; and (vii) subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the appropriate authorities (including regulatory or statutory authorities), institutions or bodies as may be required, and subject to such conditions and modifications, as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s), and/or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution) , the consent of the Members of the Company be and is hereby accorded to create, offer, issue and allot on preferential issue and private placement basis upto 57,47,126 (Fifty Seven Lakh Forty Seven Thousand One Hundred and Twenty Six) warrant, each carrying a right to subscribe to 1 (one) fully paid up equity share of the Company having a face value of Rs 2/- (Rupees Two only) each ("Equity Share") at a price of Rs. 130.50 (Rupees One Hundred Thirty and Fifty Paise only) per warrant, aggregating to Rs. 74,99,99,943/- (Rupees Seventy Four Crore Ninety Nine Lakh Ninety Nine Thousand Nine Hundred and Forty Three only) to Hella Infra Market Private Limited ("Proposed Allottee / Investor"), an existing shareholder of the Company which is disclosed as a public shareholder, which may be exercised in one or more tranches during the period commencing from the date of allotment of warrants to the Investor until expiry of 18 (eighteen) months from the date of allotment of the warrants to the Investor, on such other terms and conditions as set out herein and such other terms and conditions, as may be mutually agreed between the Company and the Investor, subject to applicable laws and regulations, including the provisions of Chapter V of the ICDR Regulations and the Act.

RESOLVED FURTHER THAT in terms of the provisions of the ICDR Regulations, the "Relevant Date" for the purpose of determination of floor price for the issue and allotment of warrants as mentioned above is Monday, February 28, 2022, being the working day preceding the date that is 30 (thirty) days prior to the date of the Extraordinary General Meeting (since the date that is 30 (thirty) days prior to the date of the Extraordinary General Meeting is a holiday).

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of warrants to the Investor and the Equity Shares to be allotted on conversion of warrants shall be subject to the following terms and conditions apart from

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others as prescribed under applicable laws:

1. The warrants and the Equity Shares to be issued upon conversion of warrants (if applicable) shall be allotted in dematerialized form;
2. An amount equivalent to 25% of the consideration shall be payable at the time of subscription and allotment of each of the warrants, and the balance 75% of the consideration shall be payable at the time of allotment of Equity Shares pursuant to exercise of right attached to the warrants to subscribe to the Equity Shares. The amount paid against warrants shall be adjusted / set-off against the issue price for the resultant Equity Shares;
3. The warrants shall be allotted within the timelines prescribed under Regulation 170 of the ICDR Regulations;
4. The right attached to warrants may be exercised by the Investor, in one or more tranches, during the period commencing from the date of allotment of warrants until the expiry of 18 (eighteen) months from the date of allotment of the warrants, by issuing a written notice to Company specifying the number of warrants proposed to be converted long with the aggregate amount payable thereon. The Board shall accordingly, without any further approval from the shareholders of the Company, issue and allot the corresponding number of Equity Shares in the dematerialized form;
5. In the event the right attached to the warrants is not exercised within 18 (eighteen) months from the date of allotment of Warrants, the unexercised warrants shall lapse and the amount paid by the Investor in relation to such warrants, at the time of subscription, shall stand forfeited;
6. The Equity Shares to be allotted on exercise of warrants (if applicable) shall be fully paid up and rank pari passu with the existing Equity Shares in all respects (including with respect to dividends and voting rights) and be subject to the requirements of all applicable laws and memorandum of association and articles of association of the Company;
7. The Equity Shares arising from the exercise of warrants will be listed on the Stock Exchanges, subject to the receipt of necessary regulatory permissions and approvals, as may be required;
8. The price of the warrants and the number of Equity Shares to be allotted on conversion of the warrants shall be subject to appropriate adjustments as permitted under applicable laws;
9. The warrants by itself, until exercise and converted into Equity Shares, shall not give any rights / entitlements with respect to that of an equity shareholder; and
10. The warrants and the Equity Shares allotted pursuant to exercise of warrants shall be subject to lock-in for such period as specified under applicable provisions of the ICDR Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorised to accept any modification(s) or modify the terms of issue of warrants, subject to the provisions of the Act and ICDR Regulations, without being required to seek any further consent or approval of the Members of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of the Act and subject to receipt of such approvals as may be required under applicable law, the consent of the Members of the Company be and is hereby accorded to record the name and address of the Investor and issue a private placement offer cum application letter in the Form PAS-4 to the Investor inviting the Investor to subscribe to the warrants in accordance with the provisions of the Act.

RESOLVED FURTHER THAT for the purposes of giving effect to the above resolutions, the Board be and is hereby authorized to give effect to the above resolutions and to do all such acts, deeds and things necessary or incidental that it may, in its absolute discretion, deem necessary or desirable for such purpose, including but not limited issue of a private placement letter of offer, allotment of warrants and Equity Shares, making of application(s) to Stock Exchange(s) for obtaining their approval, making disclosures to the Stock Exchange(s), allotment of warrants, allotment and listing of the Equity Shares, filing of requisite documents with the registrar of companies, filing of requisite documents with the depositories and engaging/ appointing any agency, consultants, advisors and/ or intermediaries, as may be required, vary, modify or alter any of the relevant terms and conditions, including size of the preferential issue, finalizing the terms of agreement(s) and other related document(s), if any, to resolve and settle any questions, difficulties or doubts that may arise in regard to such offer, issue and allotment of warrants, the utilization of the issue proceeds, signing of all documents as may be required and effecting any modifications, changes, variations, alterations, additions and/or deletions to the foregoing conditions as may be required by any regulatory or other authorities or agencies and to do all acts, deeds, matters and things and/ or execute all documents, as may be required, in connection therewith and incidental thereto as they in their absolute discretion may deem fit, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by

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