Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dhanuka Agritech Limited

Meeting Details

The 41st Annual General Meeting will be held on Monday, 3rd August, 2026 at 11:00 A.M. (IST) through Video Conferencing/Other Audio-Visual Means (OAVM) without physical presence of members at a common venue. The deemed venue for the AGM is the registered office of the Company at Global Gateway Towers, Near Guru Dronacharya Metro Station, MG Road, Gurugram-122002, Haryana.

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Financial Statements: To receive, consider, and adopt the Audited Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors.

2. Final Dividend Declaration: To declare Final Dividend @ 100% i.e. Rs. 2/- per Equity Share for FY ended March 31, 2026, payable to members as on record date Friday, July 17, 2026.

3. Director Reappointment: To reappoint Mr. Harsh Dhanuka (DIN:00199516), Executive Director, who retires by rotation.

4. Director Reappointment: To reappoint Mr. Ashish Saraf (DIN:07767324), Executive Director, who retires by rotation.

Special Business:

5. Cost Auditor Remuneration Ratification: To ratify remuneration of ₹ 2,25,000/- plus out-of-pocket expenses and applicable taxes payable to M/s. N Khandelwal & Co., Cost Accountants for FY 2026-27.

6. ESOP 2026 Approval: To approve "Dhanuka Employee Stock Option Plan 2026" granting up to 50,000 stock options exercisable into equity shares of face value ₹ 2 each to eligible employees.

7. SAR 2026 Approval: To approve "Dhanuka Stock Appreciation Rights Plan, 2026" granting up to 1,25,000 Stock Appreciation Rights with cash settlement to eligible employees.

Voting Process and Methods

The company will provide facilities for:

  • Remote e-voting prior to AGM through NSDL from July 31, 2026 (9:00 AM) to August 2, 2026 (5:00 PM)
  • e-voting during AGM for members who attend through VC/OAVM and haven't voted remotely
  • Video Conference attendance through NSDL e-Voting system

The cut-off date for determining members entitled to vote is Monday, July 27, 2026.

Scrutinizer Appointment

M/s. VAPN & Associates, Practicing Company Secretaries (FRN: P2015DE045500) have been appointed as Scrutinizer for conducting the e-voting process in a fair and transparent manner.

Voting Results and Declaration

The scrutinizer will submit a Consolidated Scrutinizer's Report to the Chairman after conclusion of e-voting. Results will be:

  • Published on company website (www.dhanuka.com) and NSDL website
  • Communicated to BSE Ltd. and NSE within 2 working days from conclusion of AGM
  • Displayed on Notice Board of Company's Registered Office

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 and rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • MCA General Circulars regarding virtual meetings
  • Secretarial Standard on General Meetings (SS-2)

Dividend Payment Details

  • Final Dividend will be paid only through electronic mode within 30 days of AGM
  • Record Date fixed as Friday, July 17, 2026
  • Members must update bank details with Depository Participants for demat shares
  • Physical shareholders must provide PAN, bank details, and specimen signatures

Additional Financial Information

  • The company transferred Final Dividend of ₹ 8,25,654 for FY 2017-18 to IEPF during FY 2025-26
  • Final Dividend for FY 2018-19 and Interim Dividend for FY 2019-20 along with 15,505 Equity Shares will be transferred to IEPFA in due course
  • Mr. Harsh Dhanuka's remuneration for FY 2025-26 was ₹ 7.17 Crores
  • Mr. Ashish Saraf's remuneration for FY 2025-26 was ₹ 0.38 Crores

Shareholder Services Information

  • M/s. Abhipra Capital Ltd. is the Registrar and Share Transfer Agent
  • Special window available till February 4, 2027 for re-lodgement of physical share transfer requests for securities sold/purchased prior to April 1, 2019
  • SEBI has simplified process for issuing duplicate share certificates with standardized documentation requirements based on value

ESOP 2026 Key Features

  • Maximum 50,000 options (0.11% of diluted equity capital)
  • Exercise price: ₹ 2 per option (par value)
  • Minimum vesting period: 1 year, maximum: 5 years
  • Exercise period: Up to 8 years from grant date
  • Covers permanent employees and directors (excluding promoters, independent directors, and directors holding >10% shares)

SAR 2026 Key Features

  • Maximum 1,25,000 SARs (0.28% of diluted equity capital)
  • Cash-settled scheme (no equity issuance)
  • Appreciation Amount = (Fair Market Value at exercise - Exercise Price) × Number of SARs Exercised
  • Same eligibility criteria as ESOP 2026
  • Secondary acquisition by trust limited to 2% of paid-up equity capital per financial year

Director Details for Reappointment

| Particulars | Mr. Harsh Dhanuka | Mr. Ashish Saraf |

| Age | 43 years | 56 years |

| Qualification | MBA from Monash University | B.Com from Delhi University |

| Experience | 19 years with company, handles international relationships and sales | 30+ years expertise, oversees CSR, Admin, HR, and Safety Security |

| Date of First Appointment | 21.05.2019 | 24.03.2017 |

| Shareholding | 27,343 Equity Shares | Nil |

| FY 2025-26 Remuneration | ₹ 7.17 Crores | ₹ 0.38 Crores |

| Board Meetings Attended | 5 out of 5 | 5 out of 5 |