Ordinary Business Agenda

1. To receive, consider and adopt the audited financial statements (including consolidated financial statements) for the financial year ended 31 March 2026 together with Reports of Board of Directors and Auditors

2. To declare a dividend on equity shares

3. To appoint a director in place of Dr Suresh Ramachandran (DIN: 03110244) who retires by rotation and offers himself for reappointment

Special Business Agenda

4. Reappointment of Mr N Sivaraman as Independent Director (Special Resolution)

  • First term expires on 31 August 2026
  • Proposed second term: 01 September 2026 to 31 August 2029 (3 years)
  • Qualifications: Chartered Accountant with 42 years experience
  • Current remuneration: ₹3.32 million drawn in 2025-26
  • Holds no shares in the company

5. Appointment of Mr Anand Mohan Tiwari as Independent Director (Special Resolution)

  • Proposed term: 31 August 2026 to 30 August 2028 (2 years)
  • Qualifications: M.Sc., MBA, former Indian Administrative Service officer
  • Experience: Over 34 years in governance, industry, education and social development
  • Shareholding: 387 shares as of 31 March 2026

6. Appointment of Mr Chetan Shah as Non-Executive Non-Independent Director (Ordinary Resolution)

  • Effective from 01 September 2026
  • Qualifications: Bachelor of Commerce, MBA from North Rope University
  • Experience: Over 50 years in agrochemicals industry
  • Remuneration drawn in 2025-26: ₹98.05 million
  • Holds no shares in the company

7. Promotion of Dr Suresh Ramachandran to Managing Director (Special Resolution)

  • From Deputy Managing Director to Managing Director effective 01 September 2026
  • Term: Remainder of current tenure up to 31 May 2028
  • Annual Gross Salary: ₹28,066,500 effective 01 September 2026 (Basic: ₹14,033,250, PF Contribution: ₹1,683,990, Flexible Allowance: ₹12,349,260)
  • Maximum limit: ₹40,000,000 including annual increments
  • Performance bonus: Up to 40% of annual gross salary based on performance metrics
  • Qualifications: M.Sc. (Agriculture), Ph.D in entomology
  • Experience: Over 28 years
  • Remuneration drawn in 2025-26: ₹27.41 million

8. Payment of advisory fees to Mr Chetan Shah (Special Resolution)

  • Payment not exceeding ₹30 million for advisory fees, non-executive director's commission and sitting fees
  • Period: 01 September 2026 to 31 August 2027
  • Plus applicable taxes and duties and reimbursement of actual out-of-pocket expenses

9. Related Party Transactions with Sumitomo Chemical Company, Limited (Ordinary Resolution)

  • Estimated aggregate value: ₹16,235 million for FY 2026-27
  • Breakdown:
  • Sale of Goods: ₹1,500 million
  • Purchase of Goods (Agrochemicals, Environment & Health): ₹4,600 million
  • Purchase of Goods (Animal Nutrition): ₹10,000 million
  • Sale of services/commission/miscellaneous: ₹50 million
  • Purchase of services: ₹65 million
  • Royalty: ₹20 million
  • Represents 50.59% of consolidated sales turnover for FY 2025-26
  • Animal nutrition products subject to price volatility (current price ₹500/kg vs FY 2025-26 price ₹200-211/kg)

10. Ratification of Cost Auditors remuneration (Ordinary Resolution)

  • Messrs GMVP & Associates LLP, Cost Accountants (Registration Number: 000910)
  • Remuneration: ₹550,000 plus applicable taxes and duties
  • For cost audit for financial year 2026-27

Key Dates and Logistics

  • Record Date for dividend: Friday, 17 July 2026
  • Dividend Payment Date: On or after Monday, 03 August 2026
  • Remote e-voting period: Thursday, 23 July 2026 (09:00 A.M.) to Sunday, 26 July 2026 (05:00 P.M.)
  • Cut-off date for e-voting: Monday, 20 July 2026
  • AGM Venue: Video Conference/Other Audio-Visual Means (deemed venue: Registered Office)
  • Scrutinizer: Mr Kamalax G Saraf/Mandar K Saraf of M/s M K Saraf & Associates LLP

Dividend Information

  • Dividend payment subject to income-tax deduction as per Income Tax Act, 2025
  • No tax deduction if dividend ≤ ₹10,000 for resident individual shareholders with PAN
  • Higher tax rate of 20% if PAN not registered
  • Unclaimed dividend for 7 years to be transferred to Investor Education and Protection Fund
  • Historical unclaimed dividend details provided from 2018-19 to 2024-25

Shareholder Information

  • Physical attendance dispensed with due to MCA Circulars
  • Proxy facility not available
  • Institutional shareholders required to send authorization documents
  • Documents available on company website: www.sumichem.co.in
  • Detailed instructions provided for remote e-voting and InstaMeet attendance

Financial Impact

  • Dividend declaration impact: Subject to member approval
  • Director remuneration: As specified in respective resolutions
  • Related party transactions: ₹16,235 million estimated for FY 2026-27
  • Cost auditor remuneration: ₹550,000 plus taxes