Agenda Items

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors' and Auditors' thereon.

2. To appoint Mrs. Anshu Bhupesh Patel (DIN: 02148403), who retires by rotation and being eligible, offers herself for re-appointment as a Director.

SPECIAL BUSINESS:

3. To ratify the remuneration payable to the Cost Auditors of the Company for the Financial Year 2026-27: Ordinary Resolution seeking approval for remuneration of ₹1,00,000/- (Rupees One Lakh Only) plus applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the audit, payable to M/s. B R S & Associates, Cost & Management Accountants (Firm Registration No. 000730), as approved by the Board of Directors at its meeting held on May 22, 2026.

4. Approval of Related Party Transactions: Ordinary Resolution seeking omnibus approval for Related Party Transactions with aggregate value not exceeding ₹65 Crore (Rupees Sixty-Five Crore Only), excluding applicable taxes. The approval shall remain valid till the date of the next Annual General Meeting.

Detailed Director Information for Re-appointment

  • Name: Mrs. Anshu Bhupeshbhai Patel
  • Age: 51 years
  • Date of Appointment: 01st October, 2011 (Original Appointment Date)
  • Qualification: Bachelor of Homoeopathic Medicine and Surgery
  • Experience: On Board since 01/10/2011; appointed as Whole-Time Director from September 20, 2024; looks after overall strategic plan and supervising operations in administration, Finance, HRD, banking, collections
  • Terms & conditions: Appointment as a Director liable to retire by rotation
  • Directorship in other Companies: NIL
  • Committee Memberships: Nil
  • Meeting Attendance: Attended 29 out of 29 meetings (19 Board Meetings and 10 Committee Meetings)
  • Remuneration: ₹40,32,000.00 for 2025-26
  • Shareholding: 14,96,000 Equity Shares
  • Relationships: Wife of Mr. Bhupesh Patel (Managing Director) and mother of Ms. Vini Patel (Director)

Related Party Transactions Details

The proposed Related Party Transactions requiring approval include:

| Nature of Transaction | Related Party | Relationship | Maximum Value (Excl. Taxes) |

| Sale of Goods | Patel Chem North America Inc. | Group Company | ₹25 Crore |

| Sale of Goods | AV Cellulose | Entity controlled by Whole-Time Director, Mrs. Anshu Patel | ₹5 Crore |

| Purchase of Goods | AV Cellulose | Entity controlled by Whole-Time Director, Mrs. Anshu Patel | ₹10 Crore |

| Sale of Goods | Patel Industries | Entity controlled by Managing Director, Mr. Bhupesh Patel | ₹10 Crore |

| Purchase of Goods | Patel Industries | Entity controlled by Managing Director, Mr. Bhupesh Patel | ₹2.5 Crore |

| Rent Paid | Mrs. Anshu Patel | Whole-Time Director | ₹50 Lakhs |

| Managerial Remuneration | Mr. Bhupesh Patel and Mrs. Anshu Patel | Managing Director and Whole-Time Director | ₹2 Crore |

| Acceptance of Loan/Advance | Mrs. Anshu Patel | Whole-Time Director | ₹5 Crore |

| Acceptance of Loan/Advance | Mr. Bhupesh Patel | Managing Director | ₹5 Crore |

All transactions are to be conducted at arm's length price based on prevailing market value, except managerial remuneration which is as approved by members under Companies Act, 2013, and loans/advances on mutually agreed commercial terms.

Voting Information

  • Remote e-voting period: Begins on 22nd September, 2026 (10.00 A.M.) and ends on 24th September, 2026 (5.00 P.M.)
  • Cut-off date: 18th September, 2026
  • E-voting agency: MUFG Intime India Private Limited
  • Event Number: 260590
  • Scrutinizer: Mr. Rajesh Tarpara (Membership No.FCS-6165), Practicing Company Secretary, partner of M/s. RTBR & Associates, Company Secretaries
  • Results announcement: Within 2 working days of AGM conclusion

Additional Notes

  • Register of Members cut-off date: 28th August, 2026
  • Physical share transfer restrictions: SEBI has mandated all transfers to be in dematerialized form only
  • PAN submission mandatory for all securities market participants
  • Annual Report 2025-26 circulated electronically only
  • Documents available for inspection: Register of Directors' and Key Managerial Personnel, Register of contracts under Section 189, all documents referred to in Notice