Nature of the Disclosure

This document constitutes the Notice of the 34th Annual General Meeting (AGM) and the Integrated Annual Report for Garodia Chemicals Limited for the financial year ended March 31, 2026 (FY 2025-2026).

AGM Details

The 34th AGM is scheduled to be held on Wednesday, September 30, 2026, at 04:00 P.M. IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The proceedings shall be deemed to be held at the Registered Office of the Company: 149/156, Garodia Shopping Centre, Garodia Nagar, Ghatkopar (East), Mumbai, Maharashtra, India 400077.

The cut-off date for determining members entitled to vote is Wednesday, September 23, 2026. The remote e-voting period begins at 9:00 a.m. IST on Sunday, September 27, 2026, and ends at 5:00 p.m. IST on Tuesday, September 29, 2026.

Business to be Transacted

Ordinary Business:

1. To receive, consider, and adopt the audited financial statements for FY 2025-2026 and the reports of the Board of Directors and Auditors thereon.

2. To reappoint Mr. Ravindra Subhash Salunkhe (DIN: 06753149), Managing Director, who retires by rotation and is eligible for reappointment.

Special Business:

3. To appoint Mrs. Sarita Subhash Salunkhe (DIN: 11684409) as a Non-Executive Non-Independent Director of the Company. She was appointed as an Additional Director with effect from August 14, 2026, and holds office until this AGM.

Key Financial Figures (Standalone)

Financial Performance for FY 2025-2026:

  • Total Income: ₹4,05,88,068
  • Total Expenses: ₹14,21,158
  • Profit Before Tax (PBT): ₹3,91,66,910
  • Tax Expense: ₹Nil
  • Profit After Tax (PAT): ₹3,91,66,910

Comparison with Previous Year (FY 2024-2025):

  • Total Income (FY25): ₹Nil
  • Total Expenses (FY25): ₹20,76,622
  • Loss Before Tax (FY25): ₹(20,76,622)
  • Loss After Tax (FY25): ₹(20,76,622)

Appropriations:

  • No dividend was declared or recommended for FY 2025-2026.
  • No amount was transferred to general reserves.
  • The profit of ₹3,91,66,910 was carried forward to the balance sheet.

Significant Item in Other Income:

The profit was primarily driven by ₹4,05,88,068 recorded under 'Other Income', which management's response in the Director's Report clarifies represents a waiver of loans (balances written off).

Capital Structure Changes (Pursuant to NCLT Order)

The company implemented a capital reduction and restructuring as per a Base Resolution Plan dated April 24, 2024, approved by the Hon'ble NCLT, Mumbai Bench vide order dated February 24, 2025.

1. Capital Reduction:

  • The Issued, Subscribed, and Paid-up Capital held by the Promoter and Promoter Group was reduced from ₹7,20,02,000 (72,00,200 shares of ₹10 each) to ₹3,47,14,000 (34,71,400 shares of ₹10 each).
  • The capital held by Public Shareholders was reduced from ₹3,47,14,000 (34,71,400 shares of ₹10 each) to ₹26,31,570 (2,63,157 shares of ₹10 each).

2. Subdivision of Shares:

  • Each equity share with a face value of ₹10 was subdivided into 10 equity shares with a face value of ₹1.
  • Consequently, the public shareholding became ₹2,63,157, consisting of 2,63,157 equity shares of ₹1 each.

3. Preferential Allotment:

  • Pursuant to the resolution plan, the company allotted 50,00,000 Equity Shares of face value ₹1 each, aggregating to ₹50,00,000, to the Successful Resolution Applicant / Incoming Promoter.

Resulting Capital Structure as on March 31, 2026:

  • Authorised Capital: ₹11,00,00,000 (1,10,00,000 shares)
  • Issued, Subscribed & Paid-up Capital: ₹52,63,157 (52,63,157 Equity Shares of ₹1 each)
  • Promoter Holding (Mr. Ravindra Subhash Salunkhe): 50,00,000 shares (95%)

Directors and Key Managerial Personnel

Board Composition as of the report date:

1. Mr. Ravindra Subhash Salunkhe (Managing Director & Chairperson) - DIN: 06753149

2. Mr. Vikram Ravindra Sabnis (Non-Executive Independent Director) - DIN: 07224007

3. Mr. Suraj Kodak (Non-Executive Independent Director) - DIN: 08955363

4. Ms. Megha Brahmankar (Non-Executive Independent Director) - DIN: 08253258

5. Mrs. Sarita Subhash Salunkhe (Additional Non-Executive Director) - DIN: 11684409 (Appointed w.e.f. 14/08/2026)

Changes during/after the year:

  • Mrs. Bhagyashri Nilesh Devrale (DIN: 11128970) ceased to be a Non-Executive Non-Independent Director w.e.f. April 22, 2026.

Company Secretary & Compliance Officer: Mr. Pushkar Verma (Membership No.: A59990)

Operational Highlights

  • The company is in the manufacturing business of chemicals.
  • Manufacturing activities remained suspended during the year due to past heavy losses and competition.
  • The company reported no revenue from operations (sale of products) for FY26 or FY25.
  • The management discussion indicates an intent to restart manufacturing activities in the future, subject to favorable conditions.

Auditors and Their Reports

Statutory Auditors: M/s. Laxmikant Kabra & Co LLP (FRN: 117183W) were appointed for a 5-year term till the conclusion of the AGM for FY 2026-2027.

Key Audit Observation: The statutory auditors noted that the company did not use accounting software with an audit trail (edit log) feature, preventing them from commenting on any instance of the feature being tampered with. Management responded that necessary steps have been taken to enable this functionality.

Secretarial Auditor: M/s S. V. Kulkarni and Associates, Practicing Company Secretaries.

Internal Auditor: M/s S S N R & Co., Chartered Accountants.

The auditors issued an unmodified opinion on the financial statements.

Other Disclosures

  • Related Party Transactions: All transactions were reported to be in the ordinary course of business and at arm's length.
  • Deposits: The company did not accept any deposits under Section 73 of the Companies Act, 2013.
  • Loans/Guarantees/Investments: No loans, guarantees, or investments were made under Section 186 of the Act.
  • Corporate Social Responsibility (CSR): Provisions of Section 135 relating to CSR were not applicable to the company for FY26.
  • Internal Financial Controls: The auditors stated that the company had adequate internal financial controls over financial reporting.
  • Material Orders: No significant material orders were passed by regulators/courts impacting the going concern status.

Registrars and Share Transfer Agents (RTA)

MUFG Intime India Private Limited, C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400083.