Meeting Details

  • Date: Saturday, August 22, 2026
  • Time: 11:30 AM IST
  • Mode: Video Conference (VC) or Other Audio Visual Means (OAVM)
  • Record Date: August 15, 2026 (for dividend entitlement and voting)

E-Voting Details

  • Service Provider: National Securities Depository Limited (NSDL)
  • Voting Period: August 19, 2026 (9:00 AM) to August 21, 2026 (5:00 PM)
  • Cut-off Date: August 15, 2026 for determining voting rights

Ordinary Business Resolutions

1. Adoption of Audited Standalone Financial Statements

  • For financial year ended March 31, 2026
  • Includes reports of Board of Directors and Statutory Auditors
  • Ordinary Resolution required

2. Adoption of Audited Consolidated Financial Statements

  • For financial year ended March 31, 2026
  • Includes report of Statutory Auditors
  • Ordinary Resolution required

3. Declaration of Final Dividend

  • ₹5.00 per equity share of face value ₹10 each
  • Total payout: ₹5,13,95,580 (Five Crore Thirteen Lakh Ninety-Five Thousand Five Hundred Eighty Only)
  • Covers 1,02,79,116 equity shares
  • Payment subject to bonus share adjustment: Members approved 10:1 bonus issue via postal ballot on June 15, 2026
  • If bonus shares allotted before dividend payment, per-share dividend will be proportionately adjusted while maintaining aggregate payout
  • Record Date: August 14, 2026
  • Payment within 30 days of AGM conclusion (by September 21, 2026)
  • TDS applicable as per Finance Act 2020

4. Re-appointment of Mrs. Dhruti Mihir Shah

  • Whole Time Director (DIN: 07664924)
  • Retiring by rotation, eligible for re-appointment
  • Qualifications: M.Com, MBA
  • Experience: 12 years in industry
  • Current holding: 10,51,534 equity shares
  • Current remuneration: ₹4,00,000 per month
  • Previously appointed for 5-year term until August 8, 2031 in 9th AGM
  • Ordinary Resolution required

5. Appointment of Statutory Auditors

  • M/s. Talati & Talati LLP, Chartered Accountants (Firm Registration No. 110758W/W100377)
  • Replacing M/s. Manubhai & Shah LLP who completed 2-year term and declined re-appointment due to logistical constraints
  • Term: From conclusion of 10th AGM until conclusion of 11th AGM
  • Remuneration to be determined by Board based on Audit Committee recommendation
  • Ordinary Resolution required

6. Ratification of Secretarial Auditor Appointment

  • M/s. Mittal V. Kothari & Associates, Practicing Company Secretaries (COP No. 17202)
  • Appointment already approved via postal ballot on April 23, 2026
  • Term: 5 consecutive financial years from FY 2025-26 to FY 2029-30
  • Remuneration to be mutually agreed
  • Ordinary Resolution required for ratification

Special Business Resolutions

7. Loans/Guarantees/Security under Section 185

  • Special Resolution for providing loans/guarantees/security to subsidiaries, associates, JVs, or group entities
  • Aggregate limit: ₹250 crore at any point
  • For financial year 2026-27 and thereafter
  • To be utilized for principal business activities of borrowing entities

8. Investments/Loans/Guarantees under Section 186

  • Special Resolution for making investments, giving loans, providing guarantees/security
  • Aggregate limit: ₹500 crore
  • May exceed limits prescribed under Section 186 of Companies Act, 2013

9. Borrowing Limits under Section 180(1)(c)

  • Special Resolution for borrowing money exceeding paid-up capital and free reserves
  • Aggregate borrowing limit: ₹750 crore
  • Includes loans from banks, FIs, body corporates, commercial papers, debentures, etc.
  • In rupees or foreign currencies

10. Creation of Charges under Section 180(1)(a)

  • Special Resolution for creating mortgages, charges, hypothecation on company properties
  • To secure borrowings up to limits approved under Resolution 9
  • May cover whole or substantially whole of company undertakings

11. Related Party Transactions with Kotyark Bio Specialities Limited

  • Ordinary Resolution for material RPTs with subsidiary company
  • Aggregate value not exceeding ₹250 crore during FY 2026-27
  • Transactions include sale/purchase of goods (₹80 crore each), loans/advances (₹80 crore), services (₹5 crore), other transactions (₹5 crore)
  • Kotyark Bio Specialities Limited is 81.63% subsidiary
  • FY 2025-26 financials: Turnover ₹51.63 crore, PAT ₹3.24 crore, Net Worth ₹22.76 crore
  • Previous year transactions: Sales ₹4.53 crore, Purchases ₹28.73 crore, Loans ₹2.35 crore, Interest ₹0.9 crore
  • Transactions to be on arm's length basis
  • Related parties to abstain from voting

12. Remuneration of Related Party Mr. Brijkumar Gaurang Shah

  • Ordinary Resolution for remuneration revision for Chief Production Executive
  • Related to Chairman cum Managing Director (son of Gaurang R. Shah)
  • New remuneration: Not exceeding ₹42,00,000 per annum (₹3,50,000 per month)
  • Effective from conclusion of 10th AGM until conclusion of 11th AGM
  • Current remuneration: ₹4,00,000 per month

Important Notes

  • AGM conducted through VC/OAVM as per MCA Circular No. 09/2024 and SEBI Circular dated October 3, 2024
  • No physical proxy facility available
  • Attendance through VC/OAVM counted for quorum purposes
  • Notice available on company website (www.kotyark.com) and exchange websites
  • Questions from shareholders must be submitted by August 14, 2026, to info@kotyark.com

Dividend Information

  • Record Date: August 14, 2026
  • Payment through electronic mode where bank details available
  • TDS applicable as per Income Tax Act
  • Form 15G/15H to be submitted by August 15, 2026 for non-deduction
  • Non-resident shareholders must submit tax documents by August 15, 2026 for treaty benefits