Shree Hari Chemicals 39th AGM Notice Multiple Resolutions

Meeting Date: Thursday, September 24, 2026
Time: 12:30 p.m.
Mode: Video Conferencing (VC) or Other Audio-Visual Means (OAVM)
Record Date: Thursday, September 17, 2026
Remote e-Voting Period: September 21, 2026 (9:00 a.m.) to September 23, 2026 (5:00 p.m.)

To consider and adopt Audited Standalone Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors
To consider and adopt Audited Consolidated Financial Statements for FY ended March 31, 2026 with Report of Auditors

Payment of remuneration of ₹25,000 per annum plus applicable taxes to M/s. V.B. Modi & Associates, Cost Accountants (ICWA Registration No. 004861)
Reimbursement of travelling and out-of-pocket expenses
For conducting audit of cost records for financial year 2026-2027

Appointment of Shri Amrut Urkude (DIN: 11902244) as Non-Executive Independent Director
Term: 5 years from August 25, 2026 to August 24, 2031
Not liable to retire by rotation
Submitted declaration of independence under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations

Re-appointment of Mr. Shri Ram Gupta (DIN: 07028932) as Independent Director for second term
Term: 5 years from September 29, 2026 to September 28, 2031
Not liable to retire by rotation

Re-appointment of Shri Bankesh Chandra Agrawal (DIN: 00121080) as Chairman & Managing Director
Term: 3 years with effect from November 11, 2026
Remuneration: Consolidated remuneration up to ₹11,00,000 per month up to maximum of ₹20,00,000 per month including incentive and performance pay
Commission/Incentive/Performance-Pay as decided by Board from time to time
Perquisites: Provident Fund, Gratuity, Leave encashment, Car and Telephone
Minimum remuneration payable in absence or inadequacy of profits subject to Schedule V limits

Re-appointment of Shri Sarthak Agarwal (DIN: 03613314) as Whole Time Director
Term: 3 years with effect from November 11, 2026
Remuneration: Consolidated remuneration up to ₹10,00,000 per month up to maximum of ₹20,00,000 per month including incentive and performance pay
Commission/Incentive/Performance-Pay as decided by Board from time to time
Perquisites: Provident Fund, Gratuity, Leave encashment, Car and Telephone
Minimum remuneration payable in absence or inadequacy of profits subject to Schedule V limits

Re-appointment of Shri Nihit Agarwal (DIN: 07586882) as Whole Time Director
Term: 3 years with effect from November 11, 2026
Remuneration: Consolidated remuneration up to ₹10,00,000 per month
Commission/Incentive/Performance-Pay as decided by Board from time to time
Perquisites: Provident Fund, Gratuity, Leave encashment, Car and Telephone
Minimum remuneration payable in absence or inadequacy of profits subject to Schedule V limits

Revision in remuneration of Shri Sanjay Kedia (DIN: 08556924), Whole Time Director & CFO
Effective from October 01, 2026 till remaining tenure ending November 8, 2028
Remuneration: Consolidated remuneration up to ₹5,00,000 per month
Commission on net profits as fixed by Board subject to Section 197 limits
Perquisites: Provident Fund, Gratuity, Leave encashment, Car and Telephone
Minimum remuneration payable in absence or inadequacy of profits subject to Schedule V limits

Approval for Material Related Party Transactions with following related parties:
Shubhalakshmi Polyesters Limited: Aggregate value ₹50 Crore
Shubhlaxmi Dyetex Private Limited: Aggregate value ₹50 Crore
Transactions for purchase and sale of goods, rendering and receipt of services
Period: From 39th AGM (September 24, 2026) up to date of 40th AGM in 2027
Transactions to be at arm's length and in ordinary course of business
Represents 27.10% of company's annual consolidated turnover

Authorization to borrow money up to aggregate outstanding limit of ₹200 Crores
Borrowing may include term loans, working capital facilities, ECBs, debentures, bonds, commercial papers
Supersedes all earlier resolutions

Authorization to mortgage/charge/hypothecate whole or substantially whole of undertakings
Security for financial assistance not exceeding ₹200 Crores
Covers present and future properties, movable and immovable

Authorization for investments, loans, guarantees, providing securities up to ₹200 Crores
Investments in fixed deposits, shares, debentures, mutual funds, government securities
Includes grants of loans and providing guarantees

Addition of new sub-clauses 9, 10, 11 to Main Objects Clause
New objects include:
Business of dealing in cranes, lifting equipment, material handling equipment, heavy machinery
Business of investment in land, shares, stocks, debentures, securities
Infrastructure development including roads, highways, bridges, railways, airports, ports
Engineering, Procurement and Construction (EPC) contracts
Public-private partnership projects

Issue of up to 22,85,000 Convertible Warrants of ₹176.10 each at par
Aggregate issue size: ₹40,23,88,500
Convertible into 22,85,000 Equity Shares of ₹10 face value at premium of ₹166.10 per share
Allottees (all promoters):
Shri Nihit Agarwal: 6,85,500 warrants
Smt. Priyamvada Agarwal: 6,85,500 warrants
Smt. Avanticka Agarwal: 4,57,000 warrants
Smt. Smradhi Agarwal: 4,57,000 warrants
Minimum 25% payment at subscription, balance 75% on conversion
Conversion period: 18 months from allotment
Relevant date for pricing: August 25, 2026
Objects of issue:
Expansion/set-up in existing and new units: ₹10.24 Crores (25.45%)
Investment in subsidiary Shakambhari Dyechem: ₹10.00 Crores (24.85%)
Working capital and debt repayment: ₹10.00 Crores (24.85%)
General corporate purposes: ₹10.00 Crores (24.85%)
Lock-in as per SEBI ICDR Regulations

Remote e-voting through NSDL platform
Members can vote electronically from September 21-23, 2026
Facility for e-voting during AGM for those who haven't voted remotely
Scrutinizer: Smt. Shalini Bhat (FCS No.: 6484) or Shri Mohammad P. (FCS No. 10619) of M/s. Parikh Parekh & Associates

Members requested to update contact details, PAN, KYC information
Dematerialization of physical shares encouraged
Special window for physical share transfer requests available till February 4, 2027
Dividend unclaimed for 7 years will be transferred to Investor Education and Protection Fund