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AksharChem (India) Ltd. — Proxy Solicitation & Information Statement 2026
May 29, 2026
61615_rns_2026-05-29_0aea03a5-4b29-42ba-908c-30b03c3d1252.pdf
Proxy Solicitation & Information Statement
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AksharChem®
Ref: AKSHAR/SE/2026-27/2605/11
May 29, 2026
To
BSE Limited
Mumbai
BSE Security Code: 524598
To
National Stock Exchange of India Ltd.
Mumbai
NSE Trading Symbol: AKSHARCHEM
SUB: SUBMISSION OF POSTAL BALLOT NOTICE
Dear Sir/Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to furnish herewith the Postal Ballot notice dated May 21, 2026 together with the explanatory statement.
In compliance with the requisite circular issued by the Ministry of Corporate Affairs, the Postal Ballot notice is being sent only through electronic mode to the members who have registered their e-mail addresses with the Company/ RTA/ Depository Participants and also available on the websites of the Company at www.aksharchemindia.com and on National Securities Depository Limited (NSDL) at www.evoting.nsdl.com. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. The Company has engaged the services of NSDL for facilitating remote e-voting to enable the shareholders to cast their votes electronically instead of physical mode. Members of the Company holding shares, as on the cut-off date, i.e. May 22, 2026, shall cast their vote through the remote e-voting system.
The remote e-voting period will commence from June 01, 2026 (09:00 am onwards) and shall ends on June 30, 2026 (till 05:00 pm). Thereafter, the remote e-voting module shall be disabled by NSDL for voting thereafter.
We request you to take above information on your records.
Thanking you,
Yours faithfully,
For, AKSHARCHEM (INDIA) LIMITED
Mehul
Chandulal
Naliyadhara
Digitally signed by
Mehul Chandulal
Naliyadhara
Date: 2026.05.29
16:02:20 +05'30'
Mehul Naliyadhara
Company Secretary & Compliance Officer
Encl.: A/a.
AKSHARCHEM (INDIA) LIMITED
Arista 8, Behind Rajpath Club, Bodakdev, Ahmedabad, Gujarat - 380059.
Tele: 91 79 2991 6252 • Email: [email protected]
ISOQAR
UKAS
MEMBER
0026
Regd. Office: "Akshar House" Chhatral - Kadi Road, Indrad-382 715. Mehsana, India. www.aksharchemindia.com CIN: L24110GJ1989PLC012441
AksharChem®
AKSHARCHEM (INDIA) LIMITED
(CIN: L24110GJ1989PLC012441)
Regd. Office: ‘Akshar House’, Chhatral-Kadi Road, Indrad-382715, Mahesana, Gujarat, India
Phone: +91 2764 233007-10 E Mail: [email protected] Website: www.aksharchemindia.com
POSTAL BALLOT NOTICE (No.01/PB/2026-27)
Dear Members,
Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘Companies Act’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), read along with the General Circular dated April 8, 2020, April 13, 2020, May 5, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022, December 28, 2022, September 25, 2023, September 19, 2024 and September 22, 2025 issued by Ministry of Corporate Affairs (‘MCA Circulars’) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Standard on general Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India, as amended (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable law, rules and regulations, if any, that the consent of the shareholders (‘Members’) of Aksharchem (India) Limited (‘Company’) is sought for the resolution appended herein below which are proposed to be passed through postal ballot only by way remote electronic voting (‘e-voting’ or ‘remote e-voting’) (‘Notice’).
The proposed Resolution together with the explanatory statement pursuant to Section 102, 110 and other applicable provisions, if any of the Companies Act, setting out the material facts and the reasons thereof is annexed hereto for your consideration and forms part of this Postal Ballot Notice (‘Notice’). In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/RTA/Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.
In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act read with Rules made thereunder, the MCA Circulars and SS-2, the Company is pleased to provide e-voting facility to all its Members to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing e-voting facility to all its Members. The e-voting facility is available from Monday, June 01, 2026 (09:00 a.m. IST) till Tuesday, June 30, 2026 (5:00 p.m. IST). For this purpose, please read carefully the ‘Procedure/instructions for e-voting’ enumerated in the notes to this Notice. The assent or dissent received after such date and time shall be treated as if reply from the Member has not been received.
The Board of Directors has appointed Mr. Bipin L. Makwana (Membership No. A15650), Practicing Company Secretary, Ahmedabad, as the Scrutinizer (‘Scrutinizer’) for conducting the Postal Ballot process through remote e-voting in a fair and transparent manner.
The Scrutinizer, after completion of scrutiny of remote e-voting, will submit his report to the Chairperson or a person authorized by him in writing upon completion of scrutiny of postal ballots in a fair and transparent manner and the result of postal ballot through remote e-voting will be announced within the statutory timelines. The result of the postal ballot along with the Scrutinizers report will be posted on the website of the Company at www.aksharchemindia.com and also to stock exchanges website where the Equity Shares of the Company are listed on BSE Limited at www.bseindia.com and National Stock Exchange of India Ltd at www.nseindia.com.
In accordance with SS-2, if approved with requisite majority, the Resolution shall be deemed to have been passed on the last date for the voting period i.e., Tuesday, June 30, 2026.
The Resolutions proposed to be passed through Postal Ballot together with the Explanatory Statement setting out the material facts are as follows:
Item No. 1: Appointment of Mr. Devalkumar Indrabal Suthar (DIN: 11511925), as Whole Time Director (Executive) of the Company:
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 ('the Act') and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company, Mr. Devalkumar Indrabal Suthar (DIN: 11511925), who was appointed by the Board of directors, based on the recommendation of the Nomination and Remuneration Committee, as an Additional Director of the Company effective from 21st May, 2026, who shall hold office until the date of next Annual General Meeting or for a period of three months from the date of appointment, whichever is earlier, pursuant to Section 161 of the Act and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') (including any statutory modification(s) or re-enactment thereof, for the time being in force) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('the Rules'), as amended from time to time and the Articles of Association of the Company and subject to such other approvals/permissions as may be required, the consent of the Members be and is hereby accorded for the appointment and terms of remuneration of Mr. Devalkumar Indrabal Suthar (DIN: 11511925), as Whole Time Director (Executive) for a period of 3 (three) years commencing from 21st May, 2026 up to 20th May, 2029, liable to retire by rotation, as recommended by the Nomination and Remuneration Committee, upon the terms and conditions set out in the Explanatory Statement (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with authority to the Board of Directors (which shall be deemed to include a Committee of the Board) to alter and vary the terms and conditions of the said appointment and remuneration in such manner as may be agreed to between the Board of Directors and Mr. Devalkumar Indrabal Suthar.
RESOLVED FURTHER THAT Mr. Devalkumar Indrabal Suthar, Whole Time Director (Executive) of the Company shall be entitled to receive remuneration including salary and other allowances upto and subject to the limits approved by the members by way of this resolution, as minimum remuneration notwithstanding that such remuneration, along with the remuneration to be received by him from the Company's subsidiary(ies)/ associate(s), if any at any point of time exceed the limit specified under Section 197 of the Companies Act, 2013 read with Schedule V thereto in the event of loss or inadequacy of profits during his tenure calculated in accordance with applicable provisions of the Companies Act, 2013.
RESOLVED FURTHER THAT pursuant to the provisions of Section 197 and 198 of the Act read with rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the consent of the Members be and is hereby accorded for payment of remuneration to Mr. Devalkumar Indrabal Suthar during his tenures in excess of the limits prescribed under the second proviso to sub-section (1) of Section 197 of the Act and shall exceed the computation of the net profits of the Company, if any for that financial year computed in the manner laid down in Section 198 of the Act except as may be authorised by the Company, subject to the provisions of Schedule V to the Act.
RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds and things and execute all such document(s), instrument(s), and writing(s) as the Board may in its absolute discretion, consider necessary, expedient or desirable, including power to sub-delegate, in order to give effect to this resolution."
Place: Ahmedabad
Date: 21.05.2026
By order of the Board of Directors
For, Aksharchem (India) Limited
Registered Office:
‘Akshar House’,
Chhatral-Kadi Road, Indrad-382715,
Mahesana, Gujarat, India
Mrs. Paru M. Jaykrishna
Chairperson & Mg. Director
DIN: 00671721
NOTES:
-
The Explanatory Statements pursuant to the provisions of Section 102 of the Companies Act, 2013 ('the Act') read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, setting out the material facts relating to the aforesaid resolution and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice ('Notice').
-
In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from MUFG Intime India Private Limited, the Company’s Registrar and Transfer Agent ('RTA') / Depositories as on Friday, May 22, 2026 ('Cut-Off date') and whose email addresses are registered with the Company/ RTA/Depository Participants (in case of electronic shareholding). The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date. Members whose name appearing on the Register of Members / List of Beneficial Owners as on the Cut-off Date shall be eligible for e-voting. A person who is not member on Cut-off Date should treat this Notice for information purpose only.
-
In accordance with the MCA Circulars, the Notice is being sent in electronic form through email only. The hard copy of this Postal Ballot Notice along with postal ballot forms and pre-paid business envelope will not be sent to the members for this postal ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. The Notice has also been placed on website of the Company at www.aksharchemindia.com and e-voting website at www.evoting.nsdl.com and will also available on the website of stock exchanges at www.bseindia.com and www.nseindia.com.
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The Company will issue necessary advertisements in the newspaper having wide circulation and the newspaper circulating in the District where registered office of the Company is situated for the information of Members whose e-mail addresses are not available in the records of RTA and Depositories.
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The Board of directors has appointed Mr. Bipin L. Makwana (Membership No. A15650), Practicing Company Secretary, Ahmedabad as the Scrutinizer for conducting the postal ballot process by e-voting in a fair and transparent manner.
-
In compliance with provisions of Sections 108 and Section 110 of the Companies Act read with Rule 20 and Rule 22 of the Rules and SS-2, the Company is providing e-voting facility to enable members to cast their votes electronically on the matters included in this Notice. The Company has engaged the services of National Securities Depository Limited (NSDL) for facilitating e-voting to enable the shareholders to cast their votes electronically instead of physical mode. In terms of the MCA Circulars, voting can be done only by remote e-voting. The members are strongly advised to use the remote e-voting procedure by themselves and not through any other person / proxies.
-
E-voting will commence from Monday, June 01, 2026 (09:00 a.m. onwards) and ends on Tuesday, June 30, 2026 (till 5:00 p.m.) and e-voting shall not be allowed beyond the said date and time and the e-voting module shall be disabled thereafter.
-
The Scrutinizer, after completion of scrutiny of remote e-voting, will submit his report to the Chairperson or a person authorized by him in writing upon completion of scrutiny of postal ballots in a fair and transparent manner and the result of postal ballot through remote e-voting will be announced within the statutory timelines. The result of the postal ballot along with the Scrutinizers report will be posted on the
website of the Company at www.aksharchemindia.com and also to stock exchanges website where the Equity Shares of the Company are listed on BSE Limited at www.bseindia.com and National Stock Exchange of India Ltd at www.nseindia.com.
-
All the documents referred to in the Explanatory Statement are available for inspection electronically between 10:00 a.m. to 06:00 p.m. on all working days from the commencement date of E-voting until the last day of E-voting period and any shareholder who wants to avail the same be provided with a soft copy.
-
The proposed resolutions, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot. The resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.
-
In compliance with provisions of Section 108 and 110 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Postal Ballot Notice.
12. Remote E-Voting Instructions for Shareholders:
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting System
A) Login method for e-Voting for Individual shareholders holding securities in demat mode:
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:
Login Method for Individual Shareholders holding securities in Demat Mode:
| Type of shareholder | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
| 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e- |
Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
- Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding securities in demat mode with CDSL
- Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
- After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
- If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
- Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
6
Individual Shareholders (holding securities in demat mode) login through their depository participants
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
| Important Note | Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. |
|---|---|
Helpdesk for Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.
| Login Type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
- Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
(i). For Members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012).
(ii). For Members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if your Beneficiary ID is 12 then your user ID is 12).
(iii). For Members holding shares in Physical Form: EVEN Number followed by Folio Number registered with the company (For example if folio number is 001 and EVEN is 101456 then user ID is 101456001).
- Password details for shareholders other than Individual shareholders are given below:
a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c. How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
- If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
(a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
(b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
(c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
(d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
- After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
- Now, you will have to click on "Login" button.
- After you click on the "Login" button, Home page of e-Voting will open.
Step 2: Cast your vote electronically on NSDL e-Voting system
How to cast your vote electronically on NSDL e-Voting system?
- After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
- Now you are ready for e-Voting as the Voting page opens.
- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for Shareholders:
A. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
B. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
C. In case of any queries related to NSDL e-voting, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders, available at the download section of www.evoting.nsdl.com or call 022-4886 7000 or send a request to NSDL at [email protected].
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
8
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 and 110 OF THE COMPANIES ACT, 2013
Item No. 1
The Board of directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Devalkumar Indrabal Suthar (DIN: 11511925):
(a) As an Additional Director of the Company with effect from 21st May, 2026 until the date of next General Meeting or for a period of three months from the date of appointment, whichever is earlier.
(b) As Whole Time Director (Executive) for a term of 3 (three) consecutive years effective 21st May, 2026, subject to approval of the shareholders.
Accordingly, approval of the Shareholders is being sought on the terms, conditions and stipulations for the appointment of Mr. Devalkumar Indrabal Suthar as a Whole Time Director (Executive) of the Company and the remuneration payable to him.
He is a finance professional with over one & half decade of multifaceted experience across corporate finance, strategic planning, treasury and forex management, governance, budgeting, costing and financial reporting. He holds a Bachelor's and Master's degree in Commerce from Gujarat University based in Ahmedabad. He has been associated with the Company since 2010 and has played a pivotal role in strengthening financial systems, implementing SAP-based processes, and supporting business growth. In addition to his finance leadership, Mr. Suthar actively participates in the Company's plant-level operational activities alongside senior management, contributing to cost optimization, efficiency improvements, and performance monitoring. With a strong focus on value creation, risk management, and sustainable growth, he brings strategic insight and disciplined execution to the Board, supporting the Company's long-term objectives and robust governance standards.
Taking into consideration his qualifications, experience and knowledge, the Board is of the view that the appointment of Mr. Devalkumar Indrabal Suthar (DIN: 11511925) as Whole Time Director (Executive) will be of immense benefit to the Company and the remuneration payable to him is commensurate with his abilities and experience.
The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company. The Company has also received consent and requisite declarations/disclosures from Mr. Devalkumar Indrabal Suthar and a confirmation that he is not disqualified from being appointed as a Director under the provisions of Section 164 of the Act, nor debarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of India or any other such authority. Mr. Suthar satisfies all the conditions set out in Part I of Schedule V to the Act as also the conditions set out under Section 196(3) of the Act for being eligible for appointment.
Brief term and condition of re-appointment of Mr. Devalkumar Indrabal Suthar, are as hereunder:
| Tenure of Appointment: | For 3 years with effect from 21st May, 2026 to 20th May, 2029 |
|---|---|
| Nature of Duties: | Mr. Devalkumar Indrabal Suthar shall devote his whole time and attention to the business of the Company and shall perform such duties as may be entrusted to him by the Board / Managing Director from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and direction of the Board/Managing Director in connection with and in the best interests of the business of the Company and the business of one or more of its associate companies and/or joint venture and/or subsidiaries, including performing duties as assigned by the Board/Managing Director from time to time by serving on the Boards of such associate companies and/ or joint venture and/or subsidiaries or any other executive body or any committee of such a company. |
| Remuneration: | |
| Consolidated Salary | Salary of Rs. 126,620/- per month including Basic Rs. 70,310/- per month |
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The additional detailed information as per Section-II of Schedule-V of the Companies Act, 2013 are as follows:
| I. General Information: | ||
|---|---|---|
| a) | Nature of Industry | The Company is engaged in the business of manufacturing of Dyes, Pigments and Precipitated Silica. |
| b) | Date or expected date of commencement of commercial production. | The Company is in the business of manufacturing of Dyes and Pigments since 1989 and Precipitated Silica since 2021. |
| c) | In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus. | Not Applicable |
| d) | Financial performance based on given indicators. | During the financial year 2025-26, a total income of the Company was Rs. 37,262.78 lakhs and Profit/(Loss) Before Tax (PBT) was (Rs. 613.92) lakhs on standalone basis |
| e) | Foreign investments or collaborators, if any | The Company has neither made any foreign investments nor entered into any foreign collaborations. |
|---|---|---|
| II. Information about the Appointee: | ||
| a) | Background details | Mr. Deval Suthar is a finance professional with over one & half decade of multifaceted experience across corporate finance, strategic planning, treasury and forex management, governance, budgeting, costing and financial reporting. He holds a Bachelor’s and Master’s degree in Commerce from Gujarat University based in Ahmedabad. He has been associated with the Company since 2010 and has played a pivotal role in strengthening financial systems, implementing SAP-based processes, and supporting business growth. In addition to his finance leadership, Mr. Suthar actively participates in the Company’s plant-level operational activities alongside senior management, contributing to cost optimization, efficiency improvements, and performance monitoring. With a strong focus on value creation, risk management, and sustainable growth, he brings strategic insight and disciplined execution to the Board, supporting the Company’s long-term objectives and robust governance standards. Taking into consideration his qualifications, experience and knowledge, the Board is of the view that the appointment of Mr. Devalkumar Indrabal Suthar (DIN: 11511925) as Whole Time Director (Executive) will be of immense benefit to the Company and the remuneration payable to him is commensurate with his abilities and experience. |
| b) | Qualifications | Bachelor’s and Master’s degree in Commerce from Gujarat University based in Ahmedabad |
| c) | Past remuneration | Not applicable as fresh appointment as Director in the Company |
| d) | Recognition or awards | Not Applicable |
| e) | Job profile and his suitability | He is Whole Time Director (Executive) of the Company and devotes attention to the management of the affairs of the Company and exercises powers under the supervision and superintendence of the Board of the Company. |
| f) | Remuneration proposed | The details of the proposed remuneration are mentioned in Explanatory Statement as required under Section 102 of the Companies Act, 2013. |
| g) | Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person | Considering the responsibility shouldered by him of the enhanced business activities of the Company, proposed remuneration is Commensurate with Industry standards and Board level positions held in similar sized and similarly positioned businesses. |
| h) | Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any | Nil |
| III. Other Information: | ||
| a) | Reasons of loss or inadequate profits | Inadequate Profits is primarily due to the following factors: |
| 1) During the year marked accumulated consumer demand, persistent supply interruptions and significant increases in commodity prices. | ||
| 2) The business was particularly affected by consumers destocking in response to the uncertain economic environment in overseas market, leading to decrease |
This explanatory statement along with the additional information as per Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings issued by Institute of Company Secretaries of India (ICSI), as annexed below may also be regarded as disclosure under the provisions of the Act and SEBI Listing Regulations.
| Name | Mr. Devalkumar Indrabal Suthar |
|---|---|
| DIN | 11511925 |
| Date of birth | 19/01/1983 |
| Age | 43 years |
| Date of appointment/ re-appointment | 21st May, 2026 (Initial Date of Appointment) |
| Qualifications | Bachelor’s and Master’s degree in Commerce from Gujarat University based in Ahmedabad |
| Brief Profile and Expertise in specific functional area | Mr. Deval Suthar is a finance professional with over one & half decade of multifaceted experience across corporate finance, strategic planning, treasury and forex management, governance, budgeting, costing and financial reporting. He holds a Bachelor’s and Master’s degree in Commerce from Gujarat University based in Ahmedabad. He has been associated with the Company since 2010 and has played a pivotal role in strengthening financial systems, implementing SAP-based processes, and supporting business growth. In addition to his finance leadership, Mr. Suthar actively participates in the Company’s plant-level operational activities alongside senior management, contributing to cost optimization, efficiency improvements, and performance monitoring. With a strong focus on value creation, risk management, and sustainable growth, he brings strategic insight and disciplined execution to the Board, supporting the Company’s long-term objectives and robust governance standards. |
| Relationship between Directors inter se | None |
| Terms and conditions of appointment/ re-appointment, Details of remuneration last drawn, Details of remuneration sought to be paid | The details of the terms and conditions of proposed appointment and remuneration are mentioned in Explanatory Statement as required under Section 102 of the Companies Act, 2013. |
| No. of shares held in the Company including as a beneficial owner | 2 (two) |
| No. of Board Meetings attended | Not applicable as fresh appointment as Director in the Company |
| Name of the listed entities in which the person also holds the Directorship (excluding the Company) | None |
| Membership of Committees (Audit Committee and Stakeholder Relationship Committee in other listed entities) | None |
| Names of listed entities from which | None |
| the person who has been a member of the Group | None |
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| the person has resigned in the past three years | |
|---|---|
| In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements | Not Applicable |
The Board commends the Special Resolution set forth in the Notice in relation to appointment of Mr. Devalkumar Indrabal Suthar as Whole Time Director (Executive) for approval of the Members pursuant to the provisions of Sections 196 and 197 read with Schedule V of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations.
The above may be treated as a written memorandum setting out the terms of appointment of Mr. Devalkumar Indrabal Suthar under Section 190 of the Companies Act, 2013.
Except Mr. Devalkumar Indrabal Suthar and his relatives, none of the other Directors and Key Managerial Personnel of the Company and their respective relatives are concerned or interested, financially or otherwise, in the Resolution set forth in the Notice.
Place: Ahmedabad
Date: 21.05.2026
By order of the Board of Directors
For, Aksharchem (India) Limited
Registered Office:
‘Akshar House’,
Chhatral-Kadi Road, Indrad-382715,
Mahesana, Gujarat, India
Mrs. Paru M. Jaykrishna
Chairperson & Mg. Director
DIN: 00671721