The 41st AGM was held on Monday, August 3, 2026, commencing at 11:00 A.M. and concluding at 11:40 A.M. The meeting was conducted entirely through Video Conferencing (VC) or Other Audio Video Mode (OAVM) in compliance with circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI.

Attendance

  • Members: 95 members attended the meeting through video conferencing.
  • Directors Present:

1. Mr. Mahendra Kumar Dhanuka, Chairman

2. Mr. Rahul Dhanuka, Managing Director

3. Mr. Ashish Saraf, Executive Director

4. Mr. Satish Kumar Gupta, Independent Director and Chairman of Audit Committee

5. Mr. Sanjay Saxena, Independent Director and Chairman of Stakeholders Relationship Committee and Nomination & Remuneration Committee

6. Mr. Sanjiv Goel, Independent Director

7. Ms. Namrata Gupta, Independent Director

8. Mr. Bajrang Lal Bajaj, Independent Director

  • Other Representatives Present:
  • Mr. V K Bansal, Chief Financial Officer
  • Mr. Jitin Sadana, Company Secretary & Compliance Officer
  • Mr. Jalaj Soni from M/s. S.S. Kothari Mehta & Company LLP, Statutory Auditors
  • Mr. Ranjeet Pandey from M/s. Ranjeet Pandey & Associates, Secretarial Auditors
  • Mr. Ashok from M/s. VAPN & Associates, Scrutinizer for E-voting

The requisite quorum under Section 103 of the Companies Act, 2013 was present throughout the meeting.

Meeting Proceedings

Mr. Mahendra Kumar Dhanuka, Chairman of the Company, chaired the meeting. Mr. Jitin Sadana, Company Secretary and Compliance Officer, confirmed the meeting was being held through VC in compliance with MCA and SEBI circulars, briefed members on participation procedures, and confirmed quorum.

Mr. Rahul Dhanuka, Managing Director, welcomed the board members, senior executives, and representatives of statutory auditors, secretarial auditors, and scrutinizers.

The Chairman delivered a speech covering:

  • Company operations and growth initiatives
  • Product launches
  • Initiatives to enhance shareholder wealth through dividend and buy-back during the year
  • Brief summary of financial statements for FY 2025-26
  • Statutory Auditor's Report and Secretarial Auditor's Report for FY 2025-26

The Annual Report for FY ended March 31, 2026, including the Notice convening the meeting, Board's Report, Financial Statements, and Auditors' Reports were taken as read.

The Company Secretary informed shareholders that e-voting facilities were provided through National Securities Depositories Limited (NSDL) in compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI (LODR) Regulations, 2015. M/s. VAPN & Associates were appointed as scrutinizer for the e-voting process.

Registered shareholders were given the opportunity to ask questions, with Mr. Rahul Dhanuka providing responses.

Business Items Considered

The following items of business from the meeting notice were put to members' consideration and approval:

1. Adoption of financial statements for the year ended March 31, 2026, together with Reports of the Board of Directors and Auditors thereon (Ordinary Resolution)

2. Declaration of Final Dividend on Equity Shares for the Financial Year ended March 31, 2026 (Ordinary Resolution) - Dividend amount not specified in the disclosure.

3. Reappointment of Mr. Harsh Dhanuka (DIN: 00199516), Executive Director, who retires by rotation (Ordinary Resolution)

4. Reappointment of Mr. Ashish Saraf (DIN: 07767324), Executive Director, who retires by rotation (Ordinary Resolution)

5. Ratification of remuneration payable to Cost Auditors of the Company (Ordinary Resolution)

6. Approval of "Dhanuka Employee Stock Option Plan 2026" (ESOP 2026) and grant of Employee Stock Options to eligible employees (Special Resolution)

7. Approval of "Dhanuka Stock Appreciation Rights Plan, 2026" (SAR 2026) and grant of Stock Appreciation Rights to eligible employees (Special Resolution)

Conclusion

The Managing Director thanked members for their continued support and valuable suggestions. The Company Secretary informed members that since the AGM was held through VC and resolutions had already been put to vote via e-voting, there would be no proposing or seconding of resolutions. The electronic voting option remained open for 15 minutes after the meeting conclusion for members who had not yet voted. Results of the e-voting were to be announced within stipulated time.

The document was signed by Jitin Sadana, Company Secretary and Compliance Officer (FCS-7612), on August 3, 2026, at Gurugram.