Gulshan Polyols Limited C N L24231UP2000PLC034918 corporate Office G-81 Preet V1har, Delhi 110092, India Phone +91 11 49999200 Fa1t. +91 11 49999202 E-mail gscidelht@gulshan,ndiacom Website www 9ulshan1nd1a com

GPL\SEC\ 2018-19 8th March, 2019

To,

Department of Corporate Services, The Bombay Stock Exchange Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001 To,

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, G Block, Bandra-Kurla Complex, Sandra (East), Mumbai - 400 051

Security Code No. : 532457

Security Code No. : GULPOL Y/EQ

Sub: Notice of Class meeting of Preference shareholders to be held on 15th March, ²⁰¹⁹

Dear Sir,

We wish to inform you that ^a class meeting of the Preference Shareholders of the Company is scheduled to be held on Friday, 15th March, 2019 at 01.30 P.M. at registered office of the Company to consider and approve the variation in terms & conditions of 5,75,000, 8% Redeemable Preference Shares @ Rs. 100/- each, with the consent of the Preference shareholders at ^a notice, to pass ^a special resolution for the variation i.e. extension of redemption period by Four years from the original due date of redemption is 23.04.2019 of 5, 75,000 Preference Shares.

This is for your information and record. You may please inform to the members of the stock exchange.

?OA'( I (Vijay Kumar Garg) Company Secretary

En1":

? Notice of Class meeting of Preference shareholders

Gulshan Polyols Limited CIN : L24231UP2000PLC034918 Corporate Office: G-81, Preet Vihar, Oelhi-110092, India Phone : +91 11 49999200 Fax : +91 11 49999202 E-mail : cs@gulsh;in,nd,a.com Website: www.gulshanlndla.com

NOTICE OF MEETING OF PREFERENCE SHAREHOLDERS

NOTICE Is hereby given that the Class Meeting of Preference Shareholders of Gulshan Polyols Limited will be held on Friday, 15th March, ²⁰¹⁹ at 1:30 P.M. at registered office of the Company situated at 9t11K.M., Jansath Road, Muzaffarnagar, Uttar Pradesh - 251001, at ^a shorternotice, for transacting the following business:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as ^a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections ⁴⁸ and ⁵⁵ of Companies Act, ²⁰¹³ (which corresponds to section ⁸⁰ and ¹⁰⁶ of the Companies Act 1956) and applicable provisions, if any of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company, the Listing Agreements entered into by the Company with Stock Exchanges where the shares or the Company are listed and subject to such approvals, consents, sanctions and permissions of appropriate authorities, departments and bodies as may be required and subject to such terms and conditions, alteration and modifications as may be considered appropriate and agreed to by the Board of Directors of the company (hereinafter referred to as the "board" which term shall include ^a duly authorized committee thereof for the time being exercising the powers conferred by the Board), not affecting the rights of any other class of shareholders, consent of the preference shareholders be and is hereby accorded for variation in the rights of 5,75,000 preference shareholders to the extent that the period of redemption of 8% Redeemable Preference Shares of Rs. 100/- each fully paid up held by them, shall be extended for Four years from due date of redemption as mentioned in the table below:

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to take all such steps and actions and give such directions as may be in its absolute discretion deem necessary and to settle any question that may arise in this regard, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors of any other Office(s) ^I Authorized Representative (s) of the Company to give effect to the aforesaid resolution."

BY ORDER OF THE BOARD OF DIRECTORS

Place: Delhi Date: 8th March, 2019

Sd/- (Vijay Kumar Garg) Company Secretary

NOTES:

• 1. ^A MEMBER ENTITLED TO ATIEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ^A PROXY TO ATEND AND VOTE INSTEAD OF HIMSELF ^I HERSELF AND SUCH PROXY NEED NOT BE ^A MEMBER OF THE COMPANY. PROXY IN ORDER TO BE EFFECTIVE MUST REACH AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN ⁴⁸ HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
• 1. The explanatory statement pursuant to Section ¹⁰² of the Companies Act, ²⁰¹³ in respect of special business, set out above, is annexed hereto and forms part of this notice.

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

The Company had from time to time issued 10,25,000 8% Redeemable Preference shares of Rs. 100/- each to carry out its increasing business activities. Such Shares were issued and which were due for redemption as per the table mentioned below:

Pursuant to section ⁴⁸ of the companies Act ²⁰¹³ and other applicable provisions, if any, since the share capital of company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of not less than three -fourths of the meeting issued shares of that class or with the sanction of ^a special resolution passed at ^a separate of the holders of the issued shares of that class. Also, section ⁵⁵ of the Companies Act - ²⁰¹³ provides that redeemable preference shares can be issued for ^a maximum period of ²⁰ years, therefore the company with the approval of preference shareholders intend to extend the redemption period of stated shares for Four years from due date of redemption of preference shares to conserve the resources of company keeping in view the future business plans of the company. Your Board believes that it will be prudent for the company to conserve its financial resources due to commercial expediency and owing to the development and expansion plans.

The Company proposes to extend the redemption period for Four years from the due date of redemption preferences shares in the manner below:

Accordingly,the Committee of Board recommends the special resolution at item no. ¹ for approval.

Directors/KeyManagerial Personnel of the Company holding the stated preference shares of company of shall be deemed to be concerned or interested in the aforesaid resolution to the extent their Preference shareholding in the company.

BY ORDER OF THE BOARD OF DIRECTORS

Place: Delhi Date: 8th March, 2019

Sd/- (Vijay Kumar Garg) Company Secretary