Deepak Chemtex 29th AGM Notice and Resolutions

Key Details

Annual General Meeting Schedule

The 29th Annual General Meeting (AGM) is scheduled to be held on Monday, September 21, 2026, at 12:30 p.m. (IST).
The meeting will be conducted entirely through Video Conferencing/Other Audio Visual Means (VC/OAVM).
The deemed venue for the AGM is the Registered Office of the Company at Aawashi, 28/1A, A/P Adgul Aawashi, Lote, Ratnagiri, Maharashtra, India, 415722.

Record Date and Voting

The record date (cut-off date) for determining members entitled to vote is Monday, September 14, 2026.
The remote e-voting period begins on Friday, September 18, 2026, at 09:00 A.M. (IST) and ends on Sunday, September 20, 2026, at 05:00 P.M. (IST).
The company has appointed Ms. Nikita Kedia, Proprietor of NKM & Associates, Company Secretaries (ACS 54970, CP 20414) as the Scrutinizer for the voting process.
National Securities Depository Limited (NSDL) has been engaged to provide the e-voting facility at https://www.evoting.nsdl.com.

Business to be Transacted

Ordinary Business

1. Item 1: To receive, consider, and adopt:

(a) The Audited Standalone Financial Statements for FY 2025-26, including the Balance Sheet as at March 31, 2026, and the Statement of Profit and Loss for the year ended on that date, together with the Reports of the Board of Directors and Auditors.
(b) The Audited Consolidated Financial Statements for FY 2025-26, including the Consolidated Balance Sheet as at March 31, 2026, and the Consolidated Statement of Profit and Loss for the year ended on that date, together with the Report of the Auditors.

2. Item 2: To appoint a director in place of Mr. Saurabh Deepak Arora (DIN: 00404150), who retires by rotation and, being eligible, offers himself for re-appointment.

Special Business

3. Item 3: Re-appointment of Mr. Saurabh Deepak Arora as Chairman and Managing Director

This is proposed as a Special Resolution.
Proposed re-appointment for a period of 3 (Three) years with effect from July 28, 2026.
His previous term expired on July 27, 2026.
Remuneration: Not exceeding ₹10,00,000 (Rupees Ten Lakh) per month as may be decided by the Board.
In case of absence or inadequacy of profits, he will be entitled to the above remuneration as minimum remuneration pursuant to Schedule V of the Companies Act, 2013.
The appointment may be terminated by either party by giving two months' notice or payment of two months' remuneration in lieu thereof.

4. Item 4: Re-Appointment of Mrs. Trishla Baid Arora as a Whole Time Director

This is proposed as a Special Resolution.
Proposed re-appointment for a period of 3 (Three) years with effect from July 28, 2026.
Her previous term expired on July 27, 2026.
Remuneration: Not exceeding ₹10,00,000 (Rupees Ten Lakh) per month as may be decided by the Board.
In case of absence or inadequacy of profits, she will be entitled to the above remuneration as minimum remuneration pursuant to Schedule V of the Companies Act, 2013.
The appointment may be terminated by either party by giving two months' notice or payment of two months' remuneration in lieu thereof.

5. Item 5: Approval of Material Related Party Transaction(s) with DCPL Speciality Chemicals Private Limited

This is proposed as an Ordinary Resolution.
DCPL Speciality Chemicals Private Limited is a Subsidiary Company (90% owned by Deepak Chemtex) and a Related Party.
The resolution seeks omnibus approval for transactions (sale and purchase of goods) with DCPL from the date of the AGM until the conclusion of the next AGM (approx. 15 months).
The maximum aggregate value of these Related Party Transactions is capped at ₹50 Crore (Rupees Fifty Crore).
The nature of goods for sale includes Florosine Lumps, Manganese Di Oxide Powder, Diethyl Aniline, Common Salt (GHCL), Pyrene, etc.
The nature of goods for purchase includes Ethyl Benzyl Aniline Sulphonic Acid (EBASA), Hydrochloric Acid, Acetic Acid, PTSA, Florosine, Caustic Soda Flakes, Methanol.
Historical transactions with DCPL in FY 2025-26: Sale of Goods: ₹720.49 lakh; Purchase of Goods: ₹587.87 lakh.
Current FY transactions (up to the preceding quarter): ₹480.10 lakh.
The value of the proposed transactions (₹5000 lakh) represents 73.92% of the company's annual consolidated turnover for the immediately preceding financial year (₹5349.61 lakh).
DCPL's financial performance for FY 2025-26: Turnover: ₹2,508.95 lakh; Profit After Tax: ₹222.13 lakh; Net Worth: ₹335.66 lakh.
The transaction is stated to be in the ordinary course of business and on an arm's length basis.

Director Details (Annexure A)

Mr. Saurabh Deepak Arora (DIN: 00404150): Chairman and Managing Director. Date of Birth: July 4, 1979. Qualification: Bachelor of Science. Appointed on June 10, 1997. Holds 71,37,552 shares in the company.
Mrs. Trishla Baid Arora (DIN: 07063446): Whole-time Director. Date of Birth: July 17, 1977. Qualification: Bachelor of Arts. Appointed on January 20, 2014. Holds 7,98,400 shares in the company.

Financial Performance (Annexure B - Schedule V Statement)

Company's financial performance for FY 2025-26:
Revenue from Operations: ₹5349.61 lakh
Profit After Tax: ₹659.25 lakh
Past remuneration of appointees:
Mr. Saurabh Deepak Arora: ₹60.00 Lakhs per annum
Mrs. Trishla Baid Arora: ₹41.75 Lakhs per annum

Voting and Attendance Instructions

Detailed instructions are provided for remote e-voting and for joining the AGM via VC/OAVM.
Members are required to pre-register by sending a request to cs@deepakchemtex.in if they wish to speak or ask questions during the AGM.
The facility for appointment of proxies is not available for this virtual AGM.
Institutional/Corporate members are entitled to appoint authorized representatives.

Impact and Effective Dates

The resolutions for director reappointments are effective from July 28, 2026, if approved.
The approval for related party transactions is sought for a period until the next AGM (expected in 2027).
The financial impact of the director remuneration is quantified at up to ₹10 lakh per month per director.
The financial impact of the RPT is capped at an aggregate value of ₹50 crore.