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

Special Business Agenda

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

  • First term expires on 31 August 2026
  • Proposed second term from 01 September 2026 to 31 August 2029
  • 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 from 31 August 2026 to 30 August 2028
  • Qualifications: M.Sc., MBA, former Indian Administrative Service officer
  • Experience: Over 34 years, former MD of GNFC, GACL, and GSFC
  • Holds 387 shares in the company
  • Resigned from IRM Energy Limited (listed company) on 24 October 2024

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

  • Effective from 01 September 2026
  • Will be liable to retire by rotation

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

  • From Deputy Managing Director to Managing Director effective 01 September 2026
  • Term up to 31 May 2028 (remainder of existing tenure)
  • Annual gross salary: ₹28,066,500 with effect from 01 September 2026
  • Salary breakdown: Basic Salary ₹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 evaluation
  • Current remuneration: ₹27.41 million drawn in 2025-26

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
  • Plus applicable taxes and reimbursement of actual out-of-pocket expenses
  • Period: 01 September 2026 to 31 August 2027
  • Advisory fees component: ₹26.5 million

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

  • Approval for transactions aggregating ₹16,235 million for FY 2026-27
  • Breakdown:
  • Sale of Goods: ₹1,500 million
  • Purchase of Goods: ₹14,600 million (Agrochemicals: ₹4,600 million + Animal Nutrition: ₹10,000 million)
  • Sale of services/commission: ₹50 million
  • Purchase of services: ₹65 million
  • Royalty: ₹20 million
  • Represents 50.59% of consolidated sales turnover for FY 2025-26
  • Animal nutrition products purchase based on temporary price increase to ₹500/kg (from ₹200-211/kg in FY25-26)
  • Royalty of 3% of net sales for use of trademark and technology know-how on selected products

10. Ratification of Cost Auditor Remuneration (Ordinary Resolution):

  • Messrs GMVP & Associates LLP appointed as Cost Auditors
  • Remuneration: ₹550,000 plus applicable taxes and reimbursement of actual out-of-pocket expenses

Key Dates

  • 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

Dividend Tax Information

  • No TDS deduction if dividend does not exceed ₹10,000 for resident individual shareholders
  • Higher TDS rate of 20% if PAN not registered
  • Deadline for Form 121 submission: Friday, 17 July 2026 (up to 06:00 PM)

Unclaimed Dividend Details

Provided table of unclaimed dividends from 2018-19 to 2024-25 with due dates for transfer to Investor Education and Protection Fund ranging from 07 September 2026 to 10 September 2032

Voting Arrangements

  • AGM to be held through VC/OAVM facility
  • InstaVote platform for remote e-voting
  • Detailed voting instructions provided for shareholders holding shares in both physical and demat mode
  • Scrutinizer: Mr Kamalax G Saraf (or Mr Mandar K Saraf) of M/s M K Saraf & Associates LLP

Capital Structure Impact

No direct impact on share capital disclosed in this notice. Director appointments and changes are personnel-related without immediate dilution effect.

Financial Impact

  • Dividend payment amount not quantified in disclosure
  • Managing Director remuneration package up to ₹40 million annually
  • Related party transactions of ₹16,235 million for FY 2026-27
  • Advisory fees payment of up to ₹30 million to Mr Chetan Shah
  • Cost auditor remuneration of ₹550,000