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Atul Limited. AGM Information 2025

Jul 1, 2025

60221_rns_2025-07-01_89ab8036-7de2-49e0-ae99-cc1050444e6c.pdf

AGM Information

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July 01, 2025

The Manager Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Through: BSE Listing portal Scrip code: 500027

The Manager Listing Department National Stock Exchange of India Limited Exchange Plaza, C – 1, Block G Bandra Kurla Complex, Bandra (East) Mumbai 400 051 Through: NEAPS Symbol: ATUL

Dear Sir,

Sub: Notice of the 48[th] Annual General Meeting of the Company

We submit Notice of the 48[th] Annual General Meeting (AGM) of the Company for the record of the stock exchanges.

Kindly acknowledge the receipt of the above.

Thank you,

Yours faithfully,

For Atul Limited

LALIT Digitally signed by LALIT PATNI DN: c=IN, o=PERSONAL, pseudonym=e2d5a0b712e647029fe748aa6aeac617, 2.5.4.20=dcbb01b07dca40e6aff961c681525a3fc3 79bd945ca90941eb2fa3a4c06ef195, postalCode=396020, st=Gujarat, serialNumber=12e57a0c1a13a50412ce942250bf PATNI dfb5d658c0413d4e8fca6850513e961d4bb2, cn=LALIT PATNI Lalit Patni Date: 2025.07.01 20:27:03 +05'30' Company Secretary and Chief Compliance Officer

Encl: as above

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Corporate Performance ESG Statutory Financial overview overview overview Reports Statements

Notice

NOTICE is hereby given that the 48[th] Annual General Meeting of the members of Atul Ltd will be held on Friday, July 25, 2025, at 10:30 am through video conferencing | other audiovisual means to transact the following businesses:

Ordinary business

  1. To receive, consider and adopt:

  2. a) the audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2025 and the Reports of the Directors and the Auditors thereon and

  3. b) the audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2025 and the Report of the Auditors thereon.

  4. To declare dividend on equity shares.

  5. To appoint a Director in place of Mr Gopi Kannan Thirukonda (DIN: 00048645) who retires by rotation and being eligible, offers himself for reappointment.

Special business

  1. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution:

  2. “RESOLVED THAT pursuant to Section 148(3) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 3.56 lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses for the financial year ending March 31, 2026, as recommended by the Audit Committee and approved by the Board of Directors of the Company, to be paid to R Nanabhoy & Co, Cost Accountants, (FRN: 000010) for conducting a cost audit of the applicable products in the category of Bulk Drugs, Chemicals, Insecticides, Inorganic Chemicals, Organic Chemicals and their derivatives and Polymers be and is hereby ratified and confirmed.”

  3. To consider and, if thought fit, to pass, with or without modifications, the following resolution as an ordinary resolution:

  4. “RESOLVED THAT pursuant to Regulation 24A (1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the Regulations) (including any statutory modification(s) or reenactment thereof), SPANJ & Associates, Company Secretaries, (FRN: P2014GJ034800 and Peer review certificate number: 6467/2025) be and they are hereby appointed as the Secretarial Auditors of the Company to hold

the office for a term of five consecutive financial years from 2025-26 to 2029-30 at a remuneration to be decided by the Board or its Committee for conducting audit of the secretarial and related records in accordance with Section 204 of the Companies Act, 2013, the Regulations and any other applicable provisions for the time being in force.”

Notes:

  1. The 48[th] Annual General Meeting (AGM) is being held through video conferencing | other audiovisual means (VC) in accordance with the procedure prescribed in circular number 20/2020 dated May 05, 2020, read with circular number 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs and circular number SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, read with circular number SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024, issued by the Securities and Exchange Board of India (the e-AGM circulars). The members can attend the AGM through VC by following instructions given in Note number 17.8 of the Notice. For the purpose of recording the proceedings, the AGM will be deemed to be held at the registered office of the Company at Atul House, G I Patel Marg, Ahmedabad 380 014, Gujarat, India. The members are requested to attend the AGM from their respective locations by VC and not to visit the registered office to attend the AGM.

  2. Since the Annual General Meeting (AGM) is being held pursuant to the e-AGM circulars through video conferencing | and other audiovisual means, physical attendance of the members has been dispensed with. Accordingly, the facility for the appointment of proxies by the members will not be available for the AGM and hence, the proxy form, attendance slip and route map of the AGM venue are not annexed to this Notice. However, a member may appoint a representative as per applicable provisions of the Companies Act, 2013, to attend and | or vote.

  3. Copies of the Balance Sheet, the Statement of Profit and Loss, the Directors’ Report, the Auditor’s Report and every other document required by law, to be annexed or attached to the Balance Sheet for the financial year ended on March 31, 2025, are annexed | attached.

  4. The Register of Members and Share Transfer Books of the Company will remain closed from July 12, 2025, to July 18, 2025 (both days inclusive).

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  1. The dividend, if approved, will be paid to those members whose names stand on the Register of Members on July 11, 2025.

The members holding shares in the electronic form may please note that:

  • a) Instructions regarding bank details that they wish to incorporate in future dividend warrants must be submitted to their Depository Participants (DPs). As per the regulation of National Securities Depository Ltd and Central Depository Services (India) Ltd, the Company is obliged to print bank details as furnished by these depositories, on the dividend warrants.

  • b) Instructions already given by the members for shares held in the physical form will not automatically apply to the dividend paid on shares held in electronic form. Fresh instructions regarding bank details must be given to the DPs.

  • c) Instructions regarding the change in address, nomination and power of attorney must be given directly to the DPs.

  • The members may note that the Income Tax Act, 1961, as amended mandates that dividends paid or distributed by a company, will be taxable in the hands of the members. The Company will therefore be required to deduct tax at source (TDS) at the time of making the final dividend. To enable the Company to determine the appropriate TDS rate the members are requested to submit the documents in accordance with the provisions of the Income Tax Act, 1961.

  • a) For resident members, TDS will be deducted under Section 194 of the Income Tax Act, 1961, at 10% on the amount of dividend declared and paid by the Company during the financial year 2025-26, provided PAN is registered by the members. If PAN is not registered, TDS will be deducted at a 20% rate as per Section 206AA of the Income Tax Act, 1961.

However, no tax will be deducted on the dividend payable to resident individuals if the total dividend to be received by them during the financial year 2025-26 does not exceed ` 10,000.

Separately, in cases where the shareholder provides Form 15G (applicable to any person other than a company or a firm) | Form 15H (applicable to an individual above the age of 60 years), provided that the eligibility conditions are being met, no TDS will be deducted.

  • b) For non-resident members, taxes are required to be withheld in accordance with the provisions of Section 195 of the Income Tax Act, 1961, at the applicable rates in force. As per the relevant provisions of the Income Tax Act, 1961, the withholding tax will be at 20% rate (plus applicable surcharge and cess)

on the amount of dividend payable to them. However, as per Section 90 of the Income Tax Act, 1961, the non-resident members have the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA) between India and the country of tax residence of the members, if they are more beneficial to them. For this purpose, that is, to avail of the tax treaty benefits, the non-resident members will have to provide the following:

  • i) Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the members are a resident.

  • ii) Self-declaration in Form 10F submitted at income tax portal if all the details required in this form are not mentioned in the TRC.

  • iii) Self-attested copy of the PAN card allotted by the Indian income tax authorities.

  • iv) Self-declaration, certifying the following points:

  • The members are and will continue to remain tax residents of their respective countries during the financial year 2025-26.

  • The members are eligible to claim the beneficial DTAA rate for the purposes of tax withholding on the dividend declared by the Company.

  • The members have no reason to believe that their claim for the benefits of the DTAA is impaired in any manner.

  • The members are the ultimate beneficial owners of their shareholding in the Company and dividend receivable from the Company.

  • The members do not have a taxable presence or permanent establishments in India during the financial year 2025-26.

  • Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction | withholding on dividend amounts.

Application of the beneficial DTAA rate will depend upon the completeness and satisfactory review of the documents submitted by the non-resident members, by the Company.

  1. The Company will arrange to e-mail the soft copies of TDS certificates to the members at their registered e-mail addresses in due course, post payment of the dividend.

  2. Unpaid dividend payable to the members in respect of the 30[th] dividend onwards, that is, from the financial year ended on March 31, 2018, will be transferred to the Investor Education and Protection Fund (IEPF).

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Information in respect of such unclaimed dividends as to when they are due for transfer to the said fund is given below:


below:
Dividend Financial year
ended
Date of declaration
of dividend
Rate of
dividend
Expected date of transfer of
unpaid dividend to IEPF
30th March 31,2018 July27,2018 120% July26,2025
31st March 31,2019 July31,2019 150% July30,2026
32ndspecial interim dividend March 31, 2020 October 25, 2019 125% October 24, 2026
33rdinterim dividend March 31,2020 March 11,2020 150% March 10,2027
34th March 31,2021 July30,2021 200% July29,2028
35th March 31,2022 July29,2022 250% July28,2029
36thspecial interim dividend March 31, 2023 October 21, 2022 75% October 20, 2029
37th March 31, 2023 July 28, 2023 250% July 27, 2030
38th March 31, 2024 July 26, 2024 200% July 25, 2031

No claim will lie from the members once the transfers are made to the said funds. The members who have not encashed their dividend warrants are requested to encash the same before the said transfer, in their interest.

  1. Pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), the Company has transferred the equity shares, in respect of which the dividend has not been claimed | encashed for seven or more consecutive years to the Investor Education and Protection Fund of the Central Government during the financial year 2024-25. The Company regularly sends letters to the members whose dividends have not been claimed | encashed for seven or more consecutive years. The details of such members are posted on the website of the Company at www.atul.co.in/investors/ dividends. Please note that the shares transferred to the IEPF can be claimed from the IEPF Authority as per the procedure prescribed under the Rules.

  2. An electronic copy of the annual report for 2024-25, including the Notice which includes the process and manner of attending the Annual General Meeting through video conferencing | other audiovisual means and e-voting is being sent to all the members in permissible mode.

  3. Printed copies of the annual report (including the Notice) are not being sent to the members in view of the e-AGM circulars.

  4. The members who have not registered their e-mail addresses are requested to register them with the Company to receive e-communication from the Company. For registering an e-mail address, the members are requested to follow these steps:

  5. a) The members holding shares in the physical mode are requested to provide their names, folio numbers, mobile numbers, e-mail addresses, scanned copies of share certificate(s) (both sides), self-attested PAN and Aadhar cards through e-mail at [email protected]

  6. b) The members holding shares in the dematerialised mode are requested to provide their names, depository participants and client IDs, mobile numbers, e-mail addresses, scanned copies of self-attested client master or consolidated account statements through e-mail to [email protected]

  7. The members may note that the Notice of the Annual General Meeting and the annual report for 2024-25, will also be available on the website of the Company, www.atul.co.in which can be downloaded. The electronic copies of the documents that are referred to in this Notice but not attached to it will be made available for inspection. For inspection, the members are requested to send a request through e-mail on [email protected] with their depository participant and client IDs or folio numbers.

  8. Electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding, maintained under the Companies Act, 2013, will be available for inspection by the members on request by sending an e-mail to [email protected]

  9. The members desiring any information relating to the accounts or having any questions are requested to write to the Company at [email protected] at least seven days before the date of the Annual General Meeting (AGM) to enable the Management to keep the responses ready and expeditiously provide them at the AGM, as required.

  10. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and the e-AGM circulars, the Company is pleased to provide the members with the facility to attend the Annual General Meeting (AGM) through video conferencing | other audiovisual means (VC) and exercise their right to vote at the AGM by electronic means. The business will be transacted through remote e-voting before and during the AGM.

The remote e-voting period commences on July 22, 2025 (at 9:00 am) and ends on July 24, 2025 (at

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5:00 pm). During this period, the members holding shares either in physical form or in demat form, as of the cut-off date of July 18, 2025, may cast their votes electronically. The remote e-voting module will be disabled by CDSL for voting after the said period. Once the votes on a resolution are cast, members who have not cast their votes through remote

e-voting may cast their votes during the AGM by attending the AGM through VC.

The voting rights of the members will be in proportion to their share of the paid-up equity share capital of the Company as of the cut-off date of July 18, 2025.

17.1 The instructions for remote e-voting for the individual members holding shares in the dematerialised (demat) form are given below:

Having shareholding with a) The members registered on the CDSL Myeasi facility are requested to follow Central Depository Services the steps given below: (India) Ltd (CDSL) i) Log on to web.cdslindia.com/myeasitoken/home/login using the existing user ID and password. ii) Go to the e-voting menu. iii) Go to the link of the respective e-voting service provider. iv) Follow the steps given in Note number 17.3. - from steps b) to g). b) The members not registered on the CDSL Myeasi facility are requested to follow the steps given below for first-time registration:

i) Go to the Myeasi website:
web.cdslindia.com/myeasitoken/home/login
ii) Click on ‘click here’ to register for Easi.
iii) Enter the 16-digit benefciary ID.
iv) Enter Permanent Account Number (PAN) in capital letters followed by
the frst four digits of the date of birth (DoB), in the DDMM format of the
frst
v) Tick the checkbox of ‘terms and conditions’ and click on ‘Submit’.
vi) One-time password (OTP) will be sent to the registered mobile numbers
of the members.
vii) Enter the OTP in the OTP box and click on ‘Submit’.
viii) The registration form will appear, fll the form to create a username,
password and an answer to the secret question and click on ‘Continue’
ix) The message ‘Successfully registered’ will appear.
x) A list of other demat account(s) available for grouping will appear.
xi) Select the other demat accounts to club in the single login of Myeasi.
xii) Click on ‘Continue’.
xiii) The message ‘Registration completed’ will appear.
xiv) Log on to web.cdslindia.com/myeasitoken/home/login using your user ID
and password.
xv) Go to the e-voting menu.
xvi) Go to the link of the respective e-voting service provider.
xvii) Follow the stepsgiven in Note number 17.3. - from steps b)tog).

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Having shareholding with
National Securities Depository
Ltd (NSDL)
a)
The members registered on the NSDL IDeAS facility are requested to follow
the steps given below:
i)
Log on to eservices.nsdl.com
ii)
Go to the IDeAS section and log in through Benefcial Owner using the
existing user ID and password.
iii)
Click on “Access to e-voting”.
iv)
Click on ‘e-voting’.
v)
Follow the steps given in Note number 17.3. - from steps b) to g).
b)
The members not registered on the NSDL IDeAS facility are requested to
follow the steps given below for frst-time registration:
i)
Go to the IDeAS website: eservices.nsdl.com
ii)
Click on ‘Register online for IDeAS’.
iii)
Enter the eight-character depository participant (DP) ID followed by the
eight-digit client ID and registered mobile number.
iv)
Select any of the following options for verifcation of the demat account:
Option 1: Bank account – enter the last four digits of the bank account.
Option 2: One-time password (OTP) – enter the six-digit OTP sent on the
registered mobile number.
v)
Fill in personal information and click on ‘Submit’.
vi)
Confrm details.
vii) A message ‘Successfully registered’ will appear.
viii) Log on to eservices.nsdl.com
ix)
Go to the IDeAS section and log in through ‘Benefcial Owner’ using the
user ID and password.
x)
Click on ‘Access to e-voting’.
xi)
Click on ‘e-voting’.
xii)Follow the stepsgiven in Note number 17.3. - from steps b)tog).
Log in through Depository
Participants
a)
E-voting can be done through Depository Participant registered with NSDL
Log in through Depository with
OTP
Alternatively, the members can directly access e-voting without registration,
through OTP, as given below:
a)
The members holding shares with CDSL may log in to www.evotingindia.com
and click on “e-voting”, and enter DP ID followed by the eight-digit client ID
and PAN.
b)
The members holding shares with NSDL may log in to www.cdslindia.com
and click on ‘Shareholder

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  • 17.2 The instructions for remote e-voting by members other than those referred to in Note number 17.1 are as under:

  • a) Log in to the e-voting website: www.evotingindia.com

  • b) Click on the ‘Shareholders’ tab.

  • c) Enter the user ID as determined in the following table:

Log in to the e-voting website: www.evotingindia.com
Click on the ‘Shareholders’ tab.
Enter the user ID as determined in the following table:
User ID for the members holding shares in the demat
form with CDSL
the 16-digit benefciary ID
User ID for the members holding shares in the demat
form with NSDL
the eight-character depository participant (DP) ID
followed by the eight-digit client ID
User ID for the members holding shares in the
physical form
the folio numbers of the shares held in the Company
  • d) Enter image verification details as displayed on the screen and click on ‘Login’.

  • 17.3 The members who are already registered with CDSL and have exercised e-voting through www.evotingindia.com earlier may follow the steps given below:

  • a) Use the existing password.

  • b) Click on the electronic voting serial number 250512002 of Atul Ltd to vote.

  • c) The ‘Resolution description’ message will appear on the e-voting page with ‘Yes | No’ options for e-voting. Select the option ‘Yes’ or ‘No’ as desired. The option ‘Yes’ implies assent and option ‘No’ implies dissent to the resolution.

  • d) Click on the ‘Resolutions file link’ to view the details.

  • e) After selecting the resolution, click on the ‘Submit’ tab. A confirmation box will be displayed. To confirm your vote, click on ‘OK’; else click on ‘Cancel’.

  • f) After voting on a resolution, the members will not be allowed to modify their votes.

  • g) A print of the e-voting done may be taken by clicking the ‘Click here to print’ tab on the e-voting page.

  • h) In case the members holding shares in the demat form forget their password, they can enter the User ID and the image verification details and click on ‘Forgot password’ to generate a new one.

  • 17.4 The members (holding shares in demat | physical form) who are not already registered with CDSL and are using the e-voting facility for the first time may follow the steps given below:

  • a) Register as under:

    • i) The members who have already submitted their Permanent Account Number (PAN) to the Company | DP may enter their 10-digit alpha-numeric PAN issued by the Income Tax department. Others are requested to use the sequence number in the PAN field. The sequence number is mentioned in the e-communication.

    • ii) Enter the date of birth (DoB) as recorded in the demat account or in the records of the Company for the said demat account or folio in the dd | mm | yyyy format or

    • iii) Enter the dividend bank details (DBD) as recorded in the demat account or in the records of the Company for the said demat account or folio or

    • iv) If the DoB or DBD details are not recorded with the DP or the Company, enter the member ID | folio number in the DBD field as under:


in the DBD feld as under:
User ID for the members holding shares in the
demat form with CDSL
the 16-digit benefciary ID
User ID for the members holding shares in the
demat form with NSDL
the eight-character DP ID followed by the
eight-digit client ID
User ID for the members holding shares in the
physical form
the folio numbers of the shares held in the Company

b) After entering these details appropriately, click on ‘Submit’.

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  • c) The members holding shares in the physical form will reach the ‘Company selection’ screen. However, the members holding shares in the demat form will reach the ‘Password creation’ menu and will have to enter the login password in the ’new password’ field. It is strongly recommended not to share the password with any other person and take utmost care to keep it confidential.

  • d) The members holding shares in the physical form can use login details only for e-voting on the resolutions contained in this Notice.

  • e) Click on the electronic voting serial number 250512002 of Atul Ltd to vote.

  • f) Follow the steps given in Note number 17.3. - from steps c) to g).

  • 17.5 Note for the non-individual members and the Custodians:

  • a) The non-individual members (that is, other than individuals, Hindu Undivided Family, non-resident individuals) and custodians are required to log on to www.evotingindia.com and register themselves as ‘Corporates’.

  • b) A scanned copy of the registration form bearing the stamp and sign of the entity will be e-mailed by the members to [email protected]

  • c) After receiving the login details, a ‘Compliance user’ will be created using the admin login and password. The compliance users will be able to link the account(s) for which they wish to vote.

  • d) The list of accounts will be e-mailed to [email protected] and on approval of the accounts, votes can be cast.

  • e) A scanned copy of the Board Resolution and Power of Attorney issued in favour of the Custodian, if any, will have to be uploaded in the portable document format in the system for verification by the Scrutiniser.

  • 17.6 The members can also use the mobile application ‘m-Voting’ of CDSL for e-voting using their e-voting credentials. 17.7 The instructions for e-voting during the AGM are as under:

  • a) The facility for voting through ballot | polling paper will not be available. The members attending the AGM through VC and those who have not cast their votes through remote e-voting will be able to exercise their voting rights during the AGM through the e-voting facility. The members who have already cast their votes through remote e-voting may attend the AGM, but will not be able to cast their votes again.

  • b) The procedure for e-voting during the AGM is the same as per the instructions mentioned in Note numbers 17.1. to 17.5, as the case may be, for remote e-voting.

    • i) Only those members who will be present at the AGM through VC and have not cast their votes on the resolutions through remote e-voting and are otherwise not barred from doing so will be eligible to vote through the e-voting system available in the AGM.

    • ii) If any votes are cast by the members through e-voting available during the AGM without participating in the AGM through VC, then the votes cast by such members will be considered invalid as the facility of e-voting during the AGM is available only to the members participating in the AGM.

  • 17.8 The Company has provided the VC facility to the members to attend the AGM in accordance with e-AGM circulars on a first-come-first-served basis. Promoters, large shareholders (holding 2% or more shares in the Company), Directors, Key Managerial Personnel, Auditors and the Chairmen of Committees of the Board, can participate in the AGM through VC without restriction on a first-come, first-served basis. The instructions for attending the AGM through VC are as under:

  • a) The individual members holding shares in the demat form can log in at any time starting from 10:15 am on July 25, 2025, as per Note number 17.1.

  • b) Other members can log in to www.evotingindia.com at any time starting from 10:15 am on July 25, 2025, and follow the steps mentioned below:

    • i) Click on the ‘Shareholders | Members’ tab.

    • ii) The ‘Shareholders | Members’ message will appear, enter your user ID | verification code and click on the ‘Log in’ tab. If the members do not have remote e-voting login credentials, then they may create the same by following the instructions given in Note number 17.2. to 17.5. as the case may be.

    • iii) When ‘Character validation’ is successful - ‘Kindly enter other login details to proceed’ appears. Enter the password in the ‘Password’ tab and click on the ‘Submit’ tab.

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  • c) When the ‘Member voting screen’ appears, click on the ‘Click here’ tab on the ‘Live streaming’ column.

  • d) When the message ‘This is an external link, are you sure you want to continue?’ appears, click on the ‘OK’ tab to proceed.

  • e) When ‘Event information’ appears, enter your first name and last name and click on the ‘Join now’ tab.

  • f) When ‘Meeting room joining confirmation’ appears, click on the ‘Join event’ tab.

The members are encouraged to join the meeting through laptops for a better experience. The members will be required to ensure their devices have high-definition web cameras and high-speed internet connectivity to avoid any disturbance during the AGM. The participants connecting through mobile devices | tablets | laptops using mobile hotspots may experience audio | video loss in case of fluctuations in their respective networks. It is therefore recommended to use a stable Wi-Fi | LAN connection to mitigate such possible glitches.

  • 17.9 The members who wish to express their views | ask questions during the AGM are requested to register themselves as speakers by providing their names, demat account numbers | folio numbers, e-mail addresses, mobile | telephone numbers along with questions, if any, to the Company on [email protected]. Such requests need to reach the Company at least seven days before the date of the AGM.

  • 17.10 Those members who have registered themselves as speakers may only be allowed to express their views | ask questions during the AGM.

  • 17.11 In case of queries or issues regarding e-voting or attending the AGM through VC, the members may refer to the ‘Frequently asked questions’ and e-voting manual available at www.evotingindia.com under the ‘Help’ section. The members may also contact Mr Rakesh Dalvi, Manager, Central Depository Services (India) Ltd, 25[th] floor, A Wing, Marathon Futurex, Mafatlal Mills Compound, N M Joshi Marg, Lower Parel (E), Mumbai 400 013, Maharashtra, India, e-mail address: [email protected], telephone: (+91 22) 23058542 | 43 or Ms Pallavi Matre, National Securities Depository Ltd, 4[th] floor, Trade World A wing, Kamala Mills Compound, Lower Parel, Mumbai 400 013, Maharashtra, India, e-mail address: [email protected], telephone: 1800 1020 990 or Mr Nilesh Dalwadi, Manager, MUFG Intime India Pvt Ltd, 506-508, Amarnath Business Center - 1, Umashankar Joshi Marg, Off C G Road, Ahmedabad 380 006, Gujarat, India, e-mail address: [email protected], telephone: (+91 79) 26465179 | 86 | 87 or Mr Tejas Panchal, Senior Manager, Atul Ltd, Atul House, G I Patel Marg, Ahmedabad 380 014, Gujarat, India, e-mail address: [email protected], telephone: (+91 79) 26461294 | 26463706 or Mr Ankit Patadiya, Manager, Atul Ltd, e-mail address: [email protected], telephone: (+91 2632) 230400.

  • 17.12 SPANJ & Associates, Company Secretaries have been appointed as the Scrutiniser to scrutinise the remote e-voting and the voting process at the AGM, to ensure a fair and transparent process. The Scrutiniser will, within a period, not exceeding three working days from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses, who are not in the employment of the Company. After which, they will make a Scrutiniser’s report of the votes cast in favour or against (if any), and forward it to the Chairman of the Company.

  • 17.13 The results will be declared at or after the AGM. The results declared along with the report of the Scrutiniser will be placed on www.atul.co.in the website of the Company and on www.evotingindia.com the website of CDSL, within two days of the passing of the resolutions at the AGM and also will be communicated to the BSE Ltd and the National Stock Exchange of India Ltd.

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Corporate Performance ESG Statutory Financial overview overview overview Reports Statements

  1. At the ensuing Annual General Meeting, Mr Gopi Kannan Thirukonda retires by rotation and being eligible, offers himself for reappointment. The information or details required as per Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to him are as under:
Name Mr Gopi Kannan Thirukonda
Date of birth March 30, 1959
Brief résumé Mr Gopi Kannan Thirukonda joined the Company on October 29, 1993, and is a
Whole-time Director since October 17, 2014. He is a Member of the Stakeholders
Relationship Committee and the Risk Management Committee of the Board.
Mr Gopi Kannan has about four decades of experience in various capacities and
currently heads Assurance, Finance, Information Technology and Legal functions.
Mr Gopi Kannan is a Member of the Institute of Chartered Accountants of India, the
Institute of Cost and Management Accountants of India and the Institute of Company
Secretaries of India and holds a postgraduate diploma in Management from the Indian
Institute of Management, Ahmedabad.
Directorship in other
companies
Public companies
Amal Ltd
Atul Bioscience Ltd
Atul Finserv Ltd – Chairman
Atul Fin Resources Ltd
Atul Nivesh Ltd
Atul Polymers Products Ltd – Chairman
Atul Rajasthan Date Palms Ltd
Rudolf Atul Chemicals Ltd
Foreign companies
Atul China Ltd – Chairman
Membership in
committees of other
companies
Chairman of committee
Rudolf Atul Chemicals Ltd – Corporate Social Responsibility Committee
Member of committees
Amal Ltd – Corporate Social Responsibility Committee
Amal Ltd – Stakeholders Relationship Committee
Atul Bioscience Ltd – Audit Committee
Rudolf Atul Chemicals Ltd – Audit Committee
Rudolf Atul Chemicals Ltd – Nomination and Remuneration Committee
Cessation from
directorship of listed
company in past three
years
Nil
Relationship with other
Directors
None
Number of shares held in
the Company
50

Registered office: By order of the Board of Directors Atul House G I Patel Marg (Lalit Patni) Ahmedabad 380 014, Gujarat Company Secretary and Chief Compliance Officer India Corporate identity number: L99999GJ1975PLC002859 April 25, 2025

143

Integrated Annual Report 2024-25

Explanatory statement

The following explanatory statement, as required by Section 102 of the Companies Act, 2013 and Regulation 36(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, sets out material facts, including the nature and concern or interest of the Directors about item numbers 4 and 5 mentioned in the accompanying Notice:

Item number 4

In pursuance of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Cost Auditors and their remuneration as recommended by the Audit Committee requires approval by the Board of Directors (Board). The remuneration also requires ratification by the members.

On the recommendation of the Audit Committee, the Board considered and approved the appointment of the Cost Auditors, R Nanabhoy & Co, Cost Accountants, for conducting cost audit of the applicable products in the category of Bulk Drugs, Chemicals, Insecticides, Inorganic Chemicals, Organic Chemicals and their derivatives and Polymers at a remuneration of ` 3.56 lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses for the financial year ending on March 31, 2026.

The Board seeks ratification of the aforesaid remuneration by the members and accordingly requests their approval of the ordinary resolution.

Memorandum of interest

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolution.

Item number 5

In pursuance of Regulation 24A(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Regulations), Secretarial Auditors may be appointed for a term of five consecutive years with the approval of the members. The Board of Directors, at its meeting held on April 25, 2025, subject to the approval of the members, approved the appointment of SPANJ & Associates, Company Secretaries (SPANJ) as the Secretarial Auditors for a period of five consecutive financial years from 2025–26 to 2029–30, to conduct the audit of the secretarial and related records in accordance with Section 204 of the Companies Act, 2013 and the Regulations.

Mr Ashish Doshi, Practicing Company Secretary and Founding Partner of SPANJ, served as the Secretarial Auditor from 2014–15 to 2016–17. Subsequently, SPANJ was appointed as the Secretarial Auditors of the Company from 2017–18 onwards. SPANJ is a peer-reviewed firm with four partners and other professionals. It has offices in Ahmedabad and Mumbai. The size, quality of audit services and volume of operations of SPANJ are commensurate with the size and audit requirements of the Company.

SPANJ has provided its consent to act as the Secretarial Auditors and confirmed its eligibility for appointment, which, if made, will be in compliance with applicable laws.

The proposed remuneration to be paid to SPANJ for the first financial year of the term is ` 1.21 lakhs, plus applicable taxes and out-of-pocket expenses. The remuneration for the remaining four financial years of the term will be mutually agreed between the Board of Directors or its Committee and the Secretarial Auditors, from time to time.

The Board recommends the resolution at item number 5 in the Notice, relating to the appointment of SPANJ as the Secretarial Auditors, for approval by the members as an ordinary resolution.

Memorandum of interest

None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolution.

Registered office: By order of the Board of Directors Atul House G I Patel Marg (Lalit Patni) Ahmedabad 380 014, Gujarat Company Secretary and Chief Compliance Officer India Corporate identity number: L99999GJ1975PLC002859 April 25, 2025

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