Event Details

The 53rd Annual General Meeting (AGM) of Sadhana Nitro Chem Limited will be held on Wednesday, September 30, 2026, at 02:00 P.M. IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

The meeting is being held virtually in compliance with circulars from the Ministry of Corporate Affairs (MCA) and SEBI, which permit virtual AGMs without physical attendance.

E-Voting Schedule

| Event | Date & Time |

| Cut-off date for eligibility | Wednesday, September 23, 2026 |

| Commencement of e-voting | Sunday, September 27, 2026, at 09:00 A.M. |

| End of e-voting | Tuesday, September 29, 2026, at 05:00 P.M. |

NSDL is providing the facility for remote e-voting and for participation in the AGM through VC/OAVM.

Business to be Transacted

ORDINARY BUSINESS

1. Adoption of Financial Statements

To receive, consider, and adopt the Audited Financial Statements (including Consolidated Financial Statements) for the financial year ended March 31, 2026, along with the Reports of the Board of Directors and the Auditors.

2. Re-appointment of Mrs. Seema A. Javeri

An Ordinary Resolution to re-appoint Mrs. Seema A. Javeri (DIN: 01768936) as a director liable to retire by rotation.

SPECIAL BUSINESS

3. Ratification of Cost Auditors' Remuneration

An Ordinary Resolution to ratify the payment of remuneration of Rs. 1,25,000/- (Rupees One Lakh Twenty Five Thousand Only) plus reimbursement of out-of-pocket expenses and applicable taxes to M/s. Vinay Mulay & Co., Cost Accountants (Firm Regn. No. M/8791) for conducting the audit of cost records for FY 2025-26.

The Board, on the recommendation of the Audit Committee, had already approved this appointment.

4. Re-appointment of Mr. Asit D. Javeri as Executive Chairman

A Special Resolution to re-appoint Mr. Asit D. Javeri (DIN: 00268114) as Executive Chairman for a period of 3 years, effective May 1, 2027.

Remuneration: Up to 5% of the net profit of the company computed as per Section 198 of the Companies Act, 2013. In case of no profit or inadequacy of profit, a minimum remuneration of Rs. 1,68,00,000/- per annum (as permissible under Schedule V) will be paid.

His remuneration for FY 2025-26 was Rs. 1.53 crore.

5. Re-appointment of Mr. Abhishek A. Javeri as Managing Director

A Special Resolution to re-appoint Mr. Abhishek A. Javeri (DIN: 00273030) as Managing Director for a period of 3 years, effective May 1, 2027.

Remuneration: Identical structure to Mr. Asit D. Javeri: up to 5% of net profit, with a minimum of Rs. 1,68,00,000/- per annum.

His remuneration for FY 2025-26 was Rs. 1.53 crore.

6. Re-appointment of Mrs. Seema A. Javeri as Executive Director (Administration)

A Special Resolution to re-appoint Mrs. Seema A. Javeri (DIN: 01768936) as Executive Director (Administration) for a period of 3 years, effective May 1, 2027.

Remuneration: Identical structure: up to 5% of net profit, with a minimum of Rs. 1,68,00,000/- per annum.

Her remuneration for FY 2025-26 was Rs. 1.29 crore.

Key Terms for Director Re-appointments (Items 4, 5, 6)

  • The remuneration includes perquisites evaluated at actual cost (house rent allowance, utility reimbursements, educational allowance, medical reimbursement, club fees).
  • Additionally eligible for company contributions to PF, gratuity, leave encashment, a company car for official duties, and free telecom facility.
  • The agreements can be terminated by either party with six months' notice.
  • The directors will not receive sitting fees for board or committee meetings.
  • The draft agreements are available for inspection at the company's registered office.

Financial Context

As per the explanatory statement (Annexure B), the company's financial performance is as follows:

| Particulars | FY 2025-26 (₹ Lakhs) | FY 2024-25 (₹ Lakhs) | FY 2023-24 (₹ Lakhs) |

| Total Income | 4,885.63 | 13,598.95 | 19,285.67 |

| Net Profit/(Loss) | (8,817.64) | 912.54 | 1,611.03 |

| Paid-up Capital | 29,646.94 | 3,294.11 | 2,470.58 |

| Reserves & Surplus | 16,029.48 | 25,102.18 | 20,758.33 |

The significant loss in FY26 provides context for the proposed minimum remuneration under Schedule V.

Director Details

Brief resumes of the directors seeking re-appointment are provided in Annexure A:

  • Mr. Asit D. Javeri (Age 70, DIN: 00268114): Executive Chairman. B.Sc. (Hons). Holds 85,94,20,870 shares. Member of CSR and Risk Management committees.
  • Mr. Abhishek A. Javeri (Age 43, DIN: 00273030): Managing Director. Graduate in Economics. Holds 82,07,26,377 shares. Member of Finance & Admin and Risk Management committees.
  • Mrs. Seema A. Javeri (Age 67, DIN: 01768936): Executive Director (Administration). B.Sc. Holds 1,22,20,304 shares. Chairperson of the Internal Complaint Committee.

They are related: Mr. Asit D. Javeri and Mrs. Seema A. Javeri are spouses, and Mr. Abhishek A. Javeri is their son.

Other Procedural Information

  • The Notice and Annual Report for FY 2025-26 have been dispatched electronically and are available on the company's website (www.sncl.com) and the NSDL e-voting portal (www.evoting.nsdl.com).
  • MUFG Intime India Private Limited (formerly Link Intime India Pvt. Ltd.) is the Registrar and Share Transfer Agent (RTA).
  • Mrs. Hetal Doshi (CP No. 9510) has been appointed as the Scrutinizer for the e-voting process.
  • Members are urged to update their KYC details, PAN, and nomination status with their Depository Participants or the RTA.
  • The company emphasizes holding shares in dematerialized form, as physical share transfers are largely prohibited as per SEBI regulations.

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