Meeting Details

The 30th Annual General Meeting of Tatva Chintan Pharma Chem Limited will be held on Friday, 25 September 2026 at 04:00 p.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The registered office at Plot No. 502/17, GIDC Estate, Ankleshwar, Dist. Bharuch-393002, Gujarat, India will serve as the deemed venue.

Ordinary Business

1. To receive, consider and adopt the Audited Standalone Financial Statements for the financial year ended 31 March 2026, together with Reports of the Board of Directors and Auditors.

2. To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended 31 March 2026, together with the Report of the Auditors.

3. To declare dividend on equity shares for the financial year ended 31 March 2026.

4. To appoint a Director in place of Mr. Shekhar Rasiklal Somani (DIN: 00183665) who retires by rotation and is eligible for re-appointment.

Special Business

Item 5: Re-appointment of Mr. Chintan Nitinkumar Shah as Managing Director

  • Special resolution to re-appoint Mr. Chintan Nitinkumar Shah (DIN: 00183618) as Managing Director for 3 years from 01 February 2027 to 31 January 2030.
  • Fixed gross remuneration of ₹15,994,788 per annum (Basic: ₹9,398,976; Allowances: ₹6,595,812) plus perquisites including PF contribution (₹1,130,256 p.a.), medical insurance, and other facilities.
  • Minimum remuneration provision for years with no profits or inadequate profits.
  • Board authorized to vary terms in case of statutory amendments to Schedule V of Companies Act, 2013.

Item 6: Re-appointment of Mr. Ajaykumar Mansukhlal Patel as Whole-time Director

  • Special resolution to re-appoint Mr. Ajaykumar Mansukhlal Patel (DIN: 00183745) as Whole-time Director for 3 years from 01 February 2027 to 31 January 2030.
  • Identical remuneration terms as Mr. Shah: ₹15,994,788 per annum plus perquisites.

Item 7: Re-appointment of Mr. Shekhar Rasiklal Somani as Whole-time Director

  • Special resolution to re-appoint Mr. Shekhar Rasiklal Somani (DIN: 00183665) as Whole-time Director for 3 years from 01 February 2027 to 31 January 2030.
  • Identical remuneration terms as other directors: ₹15,994,788 per annum plus perquisites.

Director Background and Shareholding (as of 31 March 2026)

  • Mr. Chintan Nitinkumar Shah: 53 years, BE (Computer Science), 30+ years experience, holds 4,897,219 shares
  • Mr. Ajaykumar Mansukhlal Patel: 54 years, BE (Chemical), 31+ years experience, holds 4,715,345 shares
  • Mr. Shekhar Rasiklal Somani: 52 years, Bachelor's in Pharmacy, 30+ years experience, holds 5,396,861 shares
  • All three were paid ₹16,503,252 plus ₹621,792 PF contribution during FY2025-26

Item 8: Increase in Borrowing Limit

  • Special resolution to increase borrowing limit under Section 180(1)(c) of Companies Act, 2013.
  • New limit: ₹1,000,00,00,000 (Rupees One Thousand Crore) at any one time.
  • Supersedes previous special resolution dated 29 September 2021.

Item 9: Creation of Charges on Assets

  • Special resolution to create charges on assets under Section 180(1)(a) of Companies Act, 2013.
  • Maximum limit of obligations secured: ₹1,000,00,00,000 (Rupees One Thousand Crore).
  • Supersedes previous special resolution dated 29 September 2021.

Item 10: Ratification of Cost Auditor Remuneration

  • Ordinary resolution to ratify remuneration of ₹1,05,000 plus applicable taxes and out-of-pocket expenses to M/s. Zarna Thakar & Associates, Cost Accountants (FRN: 005956) for FY2026-27.

Financial Performance (FY2025-26)

  • Revenue from operations: ₹4,962.96 million
  • Other income: ₹35.28 million
  • EBITDA (including other income): ₹928.58 million
  • EBITDA (excluding other income): ₹893.30 million
  • Interest and financial charges: ₹28.51 million
  • Depreciation and amortization: ₹368.42 million
  • Profit before exceptional items and taxes: ₹531.65 million
  • Tax expense: ₹140.83 million
  • Profit for the year: ₹390.82 million
  • Total comprehensive income: ₹392.56 million

Dividend Information

  • Proposed dividend: ₹2 per fully paid-up equity share of ₹10 each (20%)
  • Record date: Friday, 11 September 2026
  • Payment date: On or after Thursday, 01 October 2026 (within 30 days of AGM)
  • Dividend will be subject to TDS deduction as per Income Tax Act, 2025

Shareholding and Voting Details

  • Register of Members and Share Transfer Books will remain closed from 12 September 2026 to 25 September 2026 (both days inclusive)
  • Cut-off date for e-voting and AGM attendance: Friday, 18 September 2026
  • Remote e-voting period: Tuesday, 22 September 2026 (9:00 a.m.) to Thursday, 24 September 2026 (5:00 p.m.)
  • Scrutinizer: M/s. TNT & Associates, Practicing Company Secretaries, Vadodara

Subsidiary Information

The company has two wholly-owned subsidiaries:

1. Tatva Chintan USA Inc. (United States of America) - Investment: ₹6.66 million

2. B.V. Tatva Chintan Europe (Amsterdam, The Netherlands) - Investment: ₹0.01 million