Rossell India 32nd AGM Notice and Resolutions

AGM Date: Tuesday, 25th August, 2026
Time: 11:00 A.M. IST
Mode: Video Conference (VC) / Other Audio Visual Means (OAVM) facility
Legal Basis: Conducted in compliance with MCA General Circular No. 03/2025 dated 22nd September, 2025 read with General Circular No. 20/2020 dated 5th May, 2020
Record Date: 18th August, 2026 for determining members entitled to vote
Register Closure: From 19th August, 2026 to 25th August, 2026 (both days inclusive) for dividend purpose

1. Adoption of Audited Financial Statements for FY2025-2026 together with Reports of Board of Directors and Auditors

2. Declaration of Dividend of ₹0.40 per Equity Share of ₹2 each for FY2025-2026

3. Appointment of Mr. Harsh Mohan Gupta (DIN 00065973) who retires by rotation and offers himself for re-appointment

4. Fixation of overall maximum remuneration payable to Managerial Personnel (Special Resolution)

Seeks approval for remuneration to all Directors, including Managing/Whole-time Directors, to exceed limits stipulated under Section 197 of Companies Act, 2013
In supersession of resolution passed at 29th AGM held on 3rd August, 2023

5. Re-appointment of Mr. Harsh Mohan Gupta as Managing Director designated as Executive Chairman and Managing Director (Special Resolution)

For further period of 3 years from 1st April, 2027 to 31st March, 2030
Approval sought under Sections 196, 197, 198, 203 read with Schedule V of Companies Act, 2013
Despite attaining age of 70 years, pursuant to Section 196(3) of the Act
Remuneration Package:
Salary: ₹11,00,000 per month (range ₹11,00,000 - ₹15,00,000)
Commission: Maximum up to 10% of Net Profits
Allowances: Not exceeding 50% of Salary
Housing: Rent-free furnished accommodation (rent not exceeding 50% of Salary)
Other perquisites: Club subscriptions (max 3 clubs), PF, NPS, earned leave encashment, company car, telephones
Minimum remuneration payable in event of loss or inadequate profits

6. Re-appointment of Ms. Samara Gupta as Whole-time Director (Special Resolution)

For further period of about 3 years from 9th February, 2027 to 31st January, 2030
Remuneration Package:
Salary: ₹5,00,000 per month (range ₹5,00,000 - ₹10,00,000)
Commission: Maximum up to 5% of Net Profits
Allowances: Not exceeding 50% of Salary
Housing: Rent-free furnished accommodation (rent not exceeding 50% of Salary)
Other perquisites: Club subscriptions (max 2 clubs), PF, NPS, earned leave encashment, company car, telephones
Minimum remuneration payable in event of loss or inadequate profits

7. Appointment of Mr. Digant Mahesh Parikh as Director (Ordinary Resolution)

8. Appointment of Mr. Digant Mahesh Parikh as Whole-time Director (Special Resolution)

For period of about 3 years from 26th August, 2026 to 31st July, 2029
Remuneration Package:
Salary: ₹4,00,000 per month (range ₹4,00,000 - ₹6,00,000)
Allowances: Not exceeding 50% of Salary
Other benefits: PF, NPS, earned leave encashment, gratuity (half month's salary per completed year)
Minimum remuneration payable in event of loss or inadequate profits

9. Ratification of Cost Auditors Remuneration (Ordinary Resolution)

M/s Shome & Banerjee, Cost Accountants (Registration No. 000001)
Remuneration: ₹1,70,000 plus applicable taxes and reimbursement of actual out-of-pocket expenses
For audit of cost records for product Tea for FY ending 31st March, 2027

| Particulars | 2025-2026 (₹ Lakhs) | 2024-2025 (₹ Lakhs) |

| Total Income | 23,099.49 | 18,551.65 |

| Profit before Finance Costs and Depreciation | 2,971.29 | 2,970.68 |

| Finance Costs | 679.06 | 381.64 |

| Profit before Depreciation | 2,292.23 | 2,589.04 |

| Depreciation | 518.08 | 467.03 |

| Profit before Exceptional Items | 1,774.15 | 2,122.01 |

| Exceptional Item | 24.09 | 13.60 |

| Profit before Taxation | 1,750.06 | 2,108.41 |

Mr. Harsh Mohan Gupta: FY2023-2024 - ₹130.95L, FY2024-2025 - ₹157.41L, FY2025-2026 - ₹174.16L
Ms. Samara Gupta: FY2023-2024 - ₹9.93L (partial year), FY2024-2025 - ₹68.96L, FY2025-2026 - ₹74.92L
Mr. Digant Mahesh Parikh: FY2023-2024 - ₹73.62L, FY2024-2025 - ₹72.47L, FY2025-2026 - ₹82.67L

Remote e-Voting Period: Friday, 21st August, 2026 at 9:00 A.M. to Monday, 24th August, 2026 at 5:00 P.M.
Service Provider: National Securities Depository Limited (NSDL)
Scrutinizer: M/s. LABH & LABH Associates, Company Secretaries, Kolkata
Results Disclosure: To be placed on company website (www.rossellindia.com) and NSDL website (www.evoting.nsdl.com), and communicated to stock exchanges

Unclaimed Suspense Account: 1,950 Equity Shares belonging to 8 Members as on 31st March, 2026
Foreign Investment: 1,13,588 Equity Shares (0.30% of total equity) as on 31st March, 2026
Promoter Holdings:
Mr. Harsh Mohan Gupta: 1,13,08,943 Equity Shares (30%)
Ms. Samara Gupta: 35,94,706 Equity Shares (9.53%)
Mr. Digant Mahesh Parikh: 10 Equity Shares

No dividend remained unclaimed for seven years during FY2025-2026
No transfer of shares to IEPF required for current financial year
Members holding physical shares must provide PAN, contact details, bank account details, specimen signature for electronic dividend payments
Company maintains registered office at Jindal Towers, Block 'B', 4th Floor, 21/1A/3, Darga Road, Kolkata – 700 017

Notice and Annual Report available on company website: www.rossellindia.com
Also available on NSDL website: www.evoting.nsdl.com
Relevant documents related to resolutions available for inspection on company website