Company Disclosure: 35th Annual General Meeting Notice

AGM Details

  • Meeting: 35th Annual General Meeting
  • Date: Wednesday, September 23, 2026
  • Time: 1:30 P.M. (IST)
  • Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM) without physical presence
  • Record Date: September 18, 2026 (for determining shareholders eligible to vote)
  • E-voting Period: September 20, 2026 (9:00 AM) to September 22, 2026 (5:00 PM) via NSDL

Business Items

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt:

  • Audited Standalone financial statements for FY ended March 31, 2026 with reports of Board and Auditors
  • Audited Consolidated financial statements for FY ended March 31, 2026 with reports of Board and Auditors

2. Director Re-appointment: To appoint Mr. Chintan Ajaykumar Shah (DIN: 05257050), who retires by rotation, as director liable to retire by rotation.

  • Profile: Postgraduate with 23+ years experience in production management, manufacturing operations, procurement, packaging, and corporate finance
  • First Appointment: May 21, 2025 as Additional Director & CEO
  • Current Remuneration: NIL
  • Shareholding: NIL in BN Agrochem
  • Committee Memberships: Audit Committee, Stakeholder Relationship Committee, Risk Management Committee of BN Agrochem; Nomination and Remuneration Committee, CSR Committee of B.N. Agritech Limited
  • Board Meeting Attendance: 6 out of 6 meetings during the year
Special Business

3. Material Related Party Transactions Approval: Ordinary Resolution to approve omnibus framework for transactions with four related parties:

  • Parties:

1. B.N. Agritech Limited

2. B.N. Corporate Park Private Limited

3. AAG Capital Holdings Private Limited (formerly Growth Harvest Industries Private Limited)

4. Epitome Industries India Limited

  • Transaction Types:
  • Loans and advances (other than trade advances)/inter-corporate deposits
  • Investments by acquisition of securities (movable/immovable)
  • Guarantees (including performance guarantees)
  • Value Limit: Upto ₹100 Crores for each transaction per related party
  • Tenure: 3 years (FY 2026-27)
  • Materiality: Exceeds threshold of ₹1000 Crore or 10% of annual consolidated turnover
  • Pricing Basis: Arm's length basis, supported by independent valuation report when required
  • Rationale: For expansion and growth of business and to improve financials
  • Previous Transactions (FY 2025-26):
  • B.N. Corporate Park: ₹0.073 Crore
  • Epitome Industries: ₹700 Crore
  • Others: NIL
  • Financial Performance of Related Parties (Latest Available):
  • B.N. Agritech Limited (FY 2025-26): Turnover ₹8,08,699.22 lakhs, PAT ₹11,103.21 lakhs, Net Worth ₹66,449.73 lakhs
  • B.N. Corporate Park (FY 2024-25): Turnover ₹451.50 lakhs, PAT (₹36.42) lakhs, Net Worth ₹9050.79 lakhs
  • AAG Capital Holdings (FY 2024-25): Turnover ₹7060.80 lakhs, PAT ₹18.69 lakhs, Net Worth ₹90.55 lakhs
  • Epitome Industries (FY 2025-26): Turnover ₹0.00, PAT (₹127.64) lakhs, Net Worth ₹40,929.34 lakhs
  • Director Interests: Mr. Anubhav Agarwal and Mr. Chintan Ajaykumar Shah have shareholding in related parties
  • Voting Restrictions: Related parties cannot vote on this resolution

4. Credit Facility Guarantee: Special Resolution to approve acting as Co-Borrower/Corporate Guarantor for B.N. Agritech Limited's credit facility:

  • Borrower: B.N. Agritech Limited (related party)
  • Lender: SMFG India Credit Company Limited
  • Facility Amount: ₹150,000,000 (₹15 Crores)
  • Facility Type: Purchase Invoice Finance Credit Facility
  • Purpose: Principal business activities and working capital requirements of B.N. Agritech
  • Obligation: Joint & Several Liability as Co-Borrower/Corporate Guarantor
  • Condition: Loan proceeds must be utilized exclusively for principal business activities

Voting Arrangements

  • Remote e-voting through NSDL from September 20-22, 2026
  • VC/OAVM facility available for 1000 members on first-come-first-served basis (exceptions for large shareholders, promoters, etc.)
  • Scrutinizer: Ms. Nayan Handa (FCS: 11993, CP: 18686) of Mehta & Mehta
  • Results to be declared within 48 hours of meeting conclusion

Key Dates

  • Notice Dispatch Date: September 01, 2026
  • E-voting Period: September 20-22, 2026
  • AGM Date: September 23, 2026
  • Record Date: September 18, 2026