Dhanuka Agritech Ltd. — AGM Information 2024

Aug 2, 2024

Date: 2[nd] August 2024

Listing Department The Department of Corporate National Stock Exchange of India Services- Listing Limited The BSE Ltd. Exchange Plaza, Phiroze Jeejeebhoy Towers, Plot No. C/1, G. Block, Dalal Street, Bandra- Kurla Complex, Mumbai- 400 001 Bandra East, Mumbai-400 051

Symbol- DHANUKA Scrip Code: 507717

Subject: Proceedings of the 39[th ] Annual General Meeting of the Company held on 2[nd ] August, 2024

Dear Sir,

Pursuant to sub regulation (2) of Regulation 30 read with Part A of Schedule III, of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Proceeding of the 39[th] Annual General Meeting of the Members of M /s Dhanuka Agritech Limited (“the Company”) held on Friday, August 2, 2024 at 11:00 A.M. and concluded at 11:50 A.M. through Video Conferencing (VC).

You are requested to take the same on your records.

www.dhanuka.com. The same is also available on the website of the Company at

Kindly acknowledge the receipt.

Yours faithfully,

for Dhanuka Agritech Limited

JITIN Digitally signed by JITIN SADANA SADANA Date: 2024.08.02 18:59:03 +05'30'

Jitin Sadana Company Secretary and Compliance Officer FCS-7612

Encl.: a/a

Registered & Corporate Office : Global Gateway Towers, Near Guru Dronacharya Metro Station, MG Road, Gurugram-122002, Haryana Tel: +91-124-434-5000, Email: headoffice@dhanuka.com, Website: www.dhanuka.com CIN: L24219HR1985PLC122802

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PROCEEDINGS OF THE 39[TH] ANNUAL GENERAL MEETING OF DHANUKA AGRITECH LIMITED HELD ON 2[ND ] AUGUST, 2024

Meeting Day and Date Friday,2[nd ] August 2024 Commencement Time: 11:00 A.M Conclusion Time: 11:50 A.M

Venue:

Held through Video conferencing (VC) or Other Audio Video Mode (OAVM)

Chairman:

Mr. Ram Gopal Agarwal, Chairman of the Company Chaired the 39[th] Annual General Meeting

Mr. Mahendra Kumar Dhanuka, Vice Chairman & Managing Director welcomed all the Directors/ Senior Executives/representatives of Statutory Auditors/ Secretarial Auditors/ Scrutinizer and Members present in the 39[th] Annual General Meeting of the Company.

Members attending the Meeting:

65 Members were present through Video conferencing (VC)

Directors Present:

1. Mr. Ram Gopal Agarwal, Chairman

2. Mr. Mahendra Kumar Dhanuka, Vice Chairman & Managing Director

3. Mr. Rahul Dhanuka, Joint Managing Director

4. Mr. Manish Dhanuka, Non-Executive Director

5. Mr. Ashish Saraf, Whole Time Director

6. Mr. Sanjay Saxena, Independent Director and Chairman of Audit Committee, Stakeholders Relationship Committee and Nomination &Remuneration Committe

Registered & Corporate Office : Global Gateway Towers, Near Guru Dronacharya Metro Station,

MG Road, Gurugram-122002, Haryana

Tel: +91-124-434-5000, Email: headoffice@dhanuka.com, Website: www.dhanuka.com CIN: L24219HR1985PLC122802

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7. Mr. Satish Kumar Gupta, Independent Director

8. Mr. Sachin Kumar Bhartiya, Independent Director

9. Ms. Namrata Gupta, Independent Director

10. Mr. Siraz Azmat Chaudhary, Independent Director

In attendance: Mr. V K Bansal, Chief Financial Officer

• Mr. Jitin Sadana, Company Secretary & Compliance Officer

• Mr. Jalaj Soni, from M/s. S.S. Kothari Mehta & Company, Chartered Accountants, Statutory

• Auditors.

& Company, Chartered Accountants, Statutory Mr. Ranjeet Pandey, from M/s. Ranjeet Pandey & Associates, Secretarial Auditors.

Mr. Mr. Ashok from M/.s VAPN & Associates, Scrutinizer for E-voting

Quorum:

The requisite quorum as required under Section 103 of the Companies Act, 2013 was present throughout the Meeting.

1. Mr. Ram Gopal Agarwal, Chairman of the Company, Chaired the Meeting.

2. Mr. Jitin Sadana, Company Secretary and Compliance Officer of the Company informed the Members that this 39[th] Annual General Meeting of the Company is held through Video Conferencing (‘VC’) in compliance with the circulars issued by the Ministry of Corporate Affairs (‘MCA’) and the Securities and Exchange Board of India (‘SEBI’) in this regard.

3. The Company Secretary welcomed the Members to the Meeting and briefed them on certain points relating to the participation at the 39[th] Annual General Meeting through VC. The Company Secretary confirmed the quorum and requested the Vice Chairman & Managing Director to welcome the Members and introduce the Board.

Registered & Corporate Office : Global Gateway Towers, Near Guru Dronacharya Metro Station,

MG Road, Gurugram-122002, Haryana Tel: +91-124-434-5000, Email: headoffice@dhanuka.com, Website: www.dhanuka.com CIN: L24219HR1985PLC122802

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1. Mr. Mahendra Kumar Dhanuka, Vice Chairman & Managing Director of the Company introduced the Directors who attended the Meeting through Video conferencing (VC) or Other Audio Video Mode (OAVM) and the authorized representatives of Statutory Auditors, Secretarial Auditors, and Scruitnizers for e-voting.

2. Thereafter, Mr. Mahendra Kumar Dhanuka, Vice Chairman & Managing Director, requested the Chairman to allow to proceed the Meeting.

3. Thereafter, Chairman ascertained the quorum, and being the requisite quorum was present, he called the Meeting to order.

4. The Chairman made his speech about the Operations of the Company, the Initiatives taken by the Company for its growth, product launches and also about the initiatives taken by the Company to enhance the wealth of the Shareholders by rewarding them with good % of Dividend during the year. The Chairman further provided brief summary of the financial statements along with Statutory Auditor’s Report and Secretarial Auditor’s Report.

5. The Annual Report for the Financial Year ended 31[st ] March, 2024, along with the Notice convening the Meeting, the Board’s Report, Financial Statements and the Auditors’ Report for the Year Ended 31[st] March, 2024 were taken as read.

6. Post Chairman’s speech, the Company Secretary informed the Shareholders that in compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided to the Members the facility to exercise their right to vote at the 39[th] Annual General Meeting by electronic means through the E-voting System provided by National Securities Depositories Limited (NSDL). It was further informed that M/s. VAPN & Associates, Practicing Company Secretaries are appointed as the Scrutinizer for the e-voting process.

7. Mr. Mahendra Kumar Dhanuka, Vice Chairman & Managing Director of the Company then invited the Speaker Shareholders who registered their names with the Company to ask questions, make comments and give their views. The Shareholders were given an opportunity to speak in the order in which they had given their names. Mr. Mahendra Kumar Dhanuka, Vice Chairman & Managing Director of the Company suitably replied to the questions asked by the Shareholders.

Registered & Corporate Office : Global Gateway Towers, Near Guru Dronacharya Metro Station,

MG Road, Gurugram-122002, Haryana Tel: +91-124-434-5000, Email: headoffice@dhanuka.com, Website: www.dhanuka.com CIN: L24219HR1985PLC122802

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1. The following items of business as set out in the Notice convening the 39[th] Annual General Meeting were recommended for Members’ consideration and approval:

S. No	Resolution	Type of Resolution
1	To receive, consider, and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31, 2024 together with the Reports of the Board of Directors and Auditors thereon	Ordinary
2	To declare the Final Dividend on Equity Shares for the Financial Year ended March 31, 2024	Ordinary
3	To appoint a Director in place of Mr. Harsh Dhanuka (DIN:00199516), Executive Director of the Company, who retires by rotation and being eligible, offers himself for re- appointment	Ordinary
4	To appoint a Director in place of Mr. Ashish Saraf (DIN: 07767324), Whole-Time Director of the Company, who retires by rotation and being eligible, offers himself for re- appointment	Ordinary
5	Ratification of remuneration of Cost Auditors	Ordinary
6	Re-appointment of Mr. Bajrang Lal Bajaj (DIN:00041909) as an Independent Director of the Company, for the second term of 5 years	Special
7	Re-appointment of Ms. Namrata Gupta (DIN:08358673),as an Independent Director of the Company, for the second term of 5 years	Special
8	Appointment of Mr. Satish Kumar Gupta (DIN: 00766438) as an Independent Director of the Company, for the first term of 5 years	Special
9	Re-appointment and Remuneration of Mr. Harsh Dhanuka (DIN: 00199516) as Executive Director of the Company, for a furtherperiod of 5years	Special

Registered & Corporate Office : Global Gateway Towers, Near Guru Dronacharya Metro

Station, MG Road, Gurugram-122002, Haryana Tel: +91-124-434-5000, Email: headoffice@dhanuka.com, Website: www.dhanuka.com CIN: L24219HR1985PLC122802

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10	Continuation of the appointment of Mr. Mahendra Kumar Dhanuka (DIN 00628039), Vice Chairman & Managing Director of the Company even after attaining the age of 70 years	Special
11	Re-appointment and Remuneration of Mr. Mahendra Kumar Dhanuka (DIN: 00628039) as Managing Director under the designation Vice Chairman & Managing Director of the Company, for a further period of 5 years	Special

Mr. Mahendra Kumar Dhanuka, Vice Chairman & Managing Director then thanked the Members for their continued support, valuable suggestions and for attending the 39[th] Annual General Meeting. He authorized Mr. Jitin Sadana, Company Secretary to declare the voting results, intimate to the stock exchanges and place the same on the Website of the Company.

The Company Secretary informed the Members that since the AGM is being held through VC and the resolutions mentioned in the Notice convening this Meeting have already been put to vote through e-voting facility, there will be no proposing and seconding of the resolutions. The Company Secretary informed that electronic voting option will remain open for next 15 minutes after the conclusion of the 39[th] Annual General Meeting for the Members who have not exercised their vote, he requested them that they may Cast their vote through Online Portal of NSDL

The Company Secretary informed that the results of the e-voting will be announced within the stipulated time. Then he declared the Meeting as concluded.

Please take the above in your record.

Thanking you, For Dhanuka Agritech Limited

JITIN Digitally signed by JITIN SADANA SADANA Date: 2024.08.02 18:59:32 +05'30' Jitin Sadana Company Secretary and Compliance Officer FCS- 7612

Date: 2[nd ] August, 2024 Place: Gurugram

Registered & Corporate Office : Global Gateway Towers, Near Guru Dronacharya Metro Station,

MG Road, Gurugram-122002, Haryana Tel: +91-124-434-5000, Email: headoffice@dhanuka.com, Website: www.dhanuka.com CIN: L24219HR1985PLC122802