AGM Details

The 30th Annual General Meeting of Chemcrux Enterprises Limited is scheduled to be held on Thursday, 17th September 2026 at 02:00 P.M. IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue for the meeting is the Registered Office of the Company at 330, TRIVIA Complex, Natubhai Circle, Racecourse, Vadodara - 390007.

The Notice of the AGM along with the Annual Report for FY 2025-26 was sent on 21st August 2026 only by electronic mode to shareholders whose email addresses are registered. The notice is also available on the company's website at www.chemcrux.com.

Business to be Transacted

Ordinary Business (Requiring Ordinary Resolution)

1. Item 1A: To receive, consider, approve, and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March 2026, together with the reports of the Board of Directors and Auditors thereon.

2. Item 1B: To receive, consider, approve, and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2026, together with the reports of the Auditors thereon.

3. Item 2: To declare a final dividend for FY 2025-26 at the rate of 10% (Re. 1/-) per Equity Share on 1,48,08,840 Equity Shares. The dividend will be paid to shareholders whose names appear in the Register of Members as of the record date, 10th September 2026.

4. Item 3: To re-appoint Mr. Vipul Sanghvi (DIN: 10824210), an Executive Director who retires by rotation.

Special Business (Requiring Special Resolution)

5. Item 4: To approve payment of remuneration to Mr. Girishkumar Shah (DIN: 00469291), Whole Time Director designated as Executive Chairman, for the remaining period of his term from 1st January 2027 to 31st December 2028. The total maximum managerial remuneration shall not exceed ₹3 Crores per annum.

6. Item 5: To approve payment of remuneration to Mr. Sanjay Marathe (DIN: 01316388), Managing Director, for the remaining period of his term from 1st January 2027 to 31st December 2028. The total maximum managerial remuneration shall not exceed ₹3 Crores per annum.

7. Item 6: To regularise the appointment of Ms. Zarna Pankaj Thakar (DIN: 11869662) as a Non-Executive, Independent Director for a term of one year, from 4th August 2026 to 3rd August 2027. She was appointed as an Additional Director effective 4th August 2026.

Financial Performance Context (From Explanatory Statement)

The explanatory statement for the special business on remuneration (Items 4 & 5) provides context on the company's profitability, which is cited as inadequate for covering the proposed managerial payments under normal provisions of the Companies Act, 2013.

  • Revenue from operations (FY25-26 Standalone Audited): ₹82.5792 Crores (8,257.92 Lakhs)
  • Profit before Tax (FY25-26 Standalone Audited): ₹7.2089 Crores (720.89 Lakhs)
  • Profit after Tax (FY25-26 Standalone Audited): ₹5.4497 Crores (544.97 Lakhs)

The company states that the remuneration paid/payable exceeds 10% of net profits, necessitating shareholder approval via special resolution under Schedule V of the Companies Act, 2013.

Proposed Remuneration Structure (Items 4 & 5)

For both Mr. Girishkumar Shah and Mr. Sanjay Marathe, the proposed remuneration consists of:

  • Basic Salary: ₹15,00,000 per month, with authority for the Board to revise it.
  • Performance Bonus/Incentives: To be declared by the Board based on performance reviews, within the overall annual cap of ₹3 Crores.

Their current remuneration (as of 30th June 2026) is stated as ₹15,00,000 per month each. For FY 2025-26, they drew ₹1.20 Crore as salary and ₹0.30 Crore as performance bonus each, totaling ₹1.50 Crore each.

Director Details (From Annexure A)

  • Mr. Vipul Sanghvi (DIN: 10824210): Executive Director. Holds 2,000 shares (0.014%). Attended 5/5 board meetings. FY25-26 remuneration: ₹21,00,000.
  • Mr. Girishkumar Shah (DIN: 00469291): Executive Chairman & Promoter. Holds 53,99,240 shares (36.46%). Attended 5/5 board meetings. FY25-26 remuneration: ₹1,20,00,000 (Salary) + ₹30,00,000 (Bonus) = ₹1,50,00,000.
  • Mr. Sanjay Marathe (DIN: 01316388): Managing Director & Promoter. Holds 53,99,740 shares (36.46%). Attended 4/5 board meetings. FY25-26 remuneration: ₹1,20,00,000 (Salary) + ₹30,00,000 (Bonus) = ₹1,50,00,000.
  • Ms. Zarna Thakar (DIN: 11869662): Proposed Independent Director. Holds no shares. Will be paid sitting fees for meetings. A Cost and Management Accountant (CMA) with over 10 years of experience.

Record Date & Book Closure

  • Record Date for Dividend & E-Voting: Thursday, 10th September 2026.
  • Book Closure: The Register of Members and Share Transfer Books will remain closed from Friday, 11th September 2026 to Thursday, 17th September 2026 (both days inclusive).

The dividend, if declared, will be paid within 30 days of the AGM.

Voting Information

  • Remote E-Voting Period: Opens on Monday, 14th September 2026 (09:00 AM IST) and closes on Wednesday, 16th September 2026 (05:00 PM IST).
  • E-Voting Service Provider: National Securities Depository Limited (NSDL).
  • Scrutinizer: Mr. Kashyap Shah, Practicing Company Secretary (FCS 7662), has been appointed to scrutinize the e-voting process.

Detailed instructions for shareholders to vote electronically (both remotely and during the meeting) are provided in the notice.

Other Key Notes from the Notice

  • The AGM is being held via VC/OAVM following MCA and SEBI circulars; physical attendance is dispensed with.
  • The facility for appointment of proxies is not available for this AGM.
  • Members are urged to register/update their email addresses and bank details with their Depository Participants for communication and dividend purposes.
  • The company will deduct TDS on dividend as per the Income Tax Act, 2025. Shareholders must ensure their PAN is updated to avoid a higher deduction rate of 20%.
  • The Registrar and Transfer Agent (RTA) is M/s. Bigshare Services Private Limited.

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