Dhanuka Agritech Ltd. — AGM Information 2025

Jul 5, 2025

Date: 5[th] July, 2025

Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G. Block, Bandra- Kurla Complex, Bandra East, Mumbai-400 051

Symbol- DHANUKA

The Department of Corporate ServicesListing BSE Ltd.

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001

Scrip Code : 507717

Subject: Notice of the 40[th] Annual General Meeting (‘AGM’) of the Company for FY 2024-25 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir,

Pursuant to Regulation 30 read with Para A, Part A of Schedule III of the Listing Regulations, attached herewith is the Notice and the Explanatory Statement of the 40[th] AGM of the Company scheduled to be held on Friday, 1[st] August, 2025 at (IST) 11.00 A.M. via Video Conference / Other Audio Visual Means. The said Notice forms part of the Integrated Annual Report 2024-25.

The Notice and the Explanatory Statement of the 40[th] AGM of the Company for FY 2024-25 and other related documents are available on the website of the Company at www.dhanuka.com under the Investors Section.

This is for your information and records.

Thanking you, Yours Faithfully For Dhanuka Agritech Limited

Digitally signed JITIN by JITIN SADANA SADANA Date: 2025.07.05 12:14:16 +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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NOTICE TO THE MEMBERS

To the Members of Dhanuka Agritech Limited

th

Notice is hereby given that the 40 Annual General Meeting (AGM) of the Members of M/s. Dhanuka Agritech Limited CIN: L24219HR1985PLC122802 (“the Company”) will be held on Friday , 1st August, 2025 at 11:00 A.M through Video Conferencing/Other Audio-Visual Means (“OAVM”).

ORDINARY BUSINESS:

1. To receive, consider, and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon, and in this regard to consider and if deemed fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“Resolved That the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended March 31, 2025 together with the Reports of the Directors and Auditors thereon as circulated to the Members be and are hereby received, considered, and adopted.”

2. To declare the Final Dividend on Equity Shares for the Financial Year ended March 31, 2025,and in this regard to consider and if deemed fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“Resolved That Final Dividend @ 100% i.e. Rs. 2/- per Equity Share having Face Value of Rs. 2/- each, on 4,50,78,324 Paid up Equity Shares of the Company be and is hereby declared for the Financial Year ended March 31, 2025as recommended by the Board of the Company and the same be paid to the existing shareholders as on record date fixed by the Company for the purpose of payment of Final Dividend, subject to deduction of tax at source and in accordance with the provisions of Section 123 and other applicable provisions if any, of the Companies Act, 2013.”

3. To appoint a Director in place of Mr. Mahendra Kumar Dhanuka (DIN:00628039), Chairman & Executive Director of the Company, who retires by rotation and being eligible, offers himself for reappointment, and in this regard to consider and if deemed fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“Resolved That pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Mahendra Kumar Dhanuka (DIN:00628039), Chairman &Executive Director of the Company , who retires by rotation and being eligible for reappointment, be and is hereby reappointed as a Director of the Company liable to retire by rotation.”

4. To appoint a Director in place of Mr. Manish Dhanuka (DIN:00238798), Non-Executive Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment,and in this regard to consider and if deemed fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“Resolved That pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Manish Dhanuka (DIN:00238798), Non-Executive Director of the Company, who retires by rotation and being eligible for reappointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation.”

ANNUAL REPORT 2024-25 325

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SPECIAL BUSINESS:

5. Appointment of M/s. Ranjeet Pandey & Associates, Company Secretaries in Practice as Secretarial Auditors for a term of 5(Five) consecutive years & to fix their remuneration:

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution :

“ Resolved That pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013, if any and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to receipt of such other approvals, consents and permissions as may be required, M/s. Ranjeet Pandey & Associates, Company Secretaries be and are hereby appointed as Secretarial Auditors of the Company for a term of 5(Five) consecutive years, from the Financial Year 2025-26 to Financial Year 2029-30 at a remuneration as may be determined by the Board of Directors of the Company (including its Committee thereof) in consultation with the Secretarial Auditors.

“Resolved Further That the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, and things as may be deemed necessary or expedient to give effect to this Resolution.”

6. Ratification of remuneration of Cost Auditors:

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution :

“Resolved That pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the shareholder of the Company hereby ratifies and approve the remuneration of Rs. 2,25,000/- and out of pocket expenses plus applicable taxes payable to M/s. N. Khandelwal &Co., Cost Accountants, who have been appointed as the Cost Auditors of the Company by the Board of Directors in their Meeting held on 16th May, 2025, to conduct the Cost Audit of the Company for the Financial Year ending March 31, 2026.”

“Resolved Further That the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, and things as may be deemed necessary or expedient to give effect to this Resolution.”

7. Increase the Annual Commission payable to Mr. Mahendra Kumar Dhanuka, Chairman & Executive Director:

To consider and if thought fit, to pass the following Resolution with or without modification(s) as Special Resolution:

“Resolved That pursuant to Section 197, 198, Schedule V of the Companies Act, 2013 and Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) ('SEBI LODR Regulations') and all other applicable provisions and laws, based on the recommendation of the Nomination and Remuneration Committee and the Board, approval of the Shareholders of the Company be and is hereby accorded to increase the Commission payable to Mr. Mahendra Kumar Dhanuka,

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Chairman &Executive Director from 1.25% to 1.50% per annum of the Net Profit of the Company as calculated under Section 198 of the Companies Act, 2013 from the FY 2025-26 even if the annual remuneration payable to Mr. Mahendra Kumar Dhanuka may exceed Rupees 5 crores or 2.5 per cent of the profits of the Company (whichever is higher) individually and / or the aggregate annual remuneration to all Promoter Executive Directors exceeds 5 per cent of the net profit of the Company in any year during the tenure of his appointment.”

“Resolved Further That the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed necessary or expedient to give effect to this Resolution.”

8. Fix the upper cap on the remuneration payable to the Promoter Directors:

To consider and if thought fit, to pass the following Resolution with or without modification(s) as Special Resolution:

“Resolved That pursuant to Sections 197, 198, Schedule V of the Companies Act, 2013 and Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) ('SEBI LODR Regulations') and all other applicable provisions and laws, based on the recommendation of the Nomination and Remuneration Committee and the Board, approval of the Shareholders of the Company be and is hereby accorded to fix the upper cap on the remuneration payable to the below Promoter Directors:

S.No	Name of Director	Designation	Maximum limit (upper Cap) on Remuneration for the next 3 Financial Years i.e. from 2025-26 to 2027-28
1.	Mr. Mahendra Kumar Dhanuka	Chairman & Executive Director	Rs. 15 Crore per annum
2.	Mr. Rahul Dhanuka	Managing Director	Rs. 15 Crore per annum
3.	Mr. Harsh Dhanuka	Executive Director	Rs. 15 Crore per annum

“Resolved Further That the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed necessary or expedient to give effect to this Resolution.”

Place: Gurugram By Order of the Board of Directors Date: 16thMay, 2025 For Dhanuka Agritech Limited

CIN: L24219HR1985PLC122802 Sd/Registered &Corporate Office: Jitin Sadana Global Gateway Towers, Near Guru Dronacharya Company Secretary and Metro Station, Gurugram, Haryana Compliance Officer Telephone No.: 0124-434-5000 FCS-7612 Website: www.dhanuka.com Email ID: investors@dhanuka.com

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ANNUAL REPORT 2024-25

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NOTES:

Explanatory Statement setting out the material facts concerning each item of Special Businesses to be transacted at the 40th Annual General Meeting pursuant to Section 102 (1) of the Companies Act, 2013, is annexed hereto and forms part of the Notice.

1. Pursuant to the General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19”, General Circular No. 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 , issued by the Ministry of Corporate Affairs (MCA) and Circular SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October3, 2024 issued by SEBI (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through VC, without the physical presence of the Members for the meeting at a common venue. Hence, Members can attend and participate in the AGM through VC / OAVM. In accordance with the Secretarial Standard-2 on General Meeting issued by the Institute of Company Secretaries of India (ICSI) read with guidance/ clarification issued by ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM. The detailed procedure for participating in the meeting through VC / OAVM is appended herewith and also available at the Company's website www.dhanuka.com.

2. As the AGM will be conducted through VC/OAVM, the facility for appointment of proxy by the members is not available for this AGM and hence, the proxy form is not annexed to this Notice. Further, attendance slip including route map is not annexed to this Notice.

3. Authorised representatives of the Institutional Shareholders/Corporate Members intending to participate in the AGM pursuant to Section 113 of the Act, are requested to send to the Company, a certified copy (in PDF/JPG format) of the relevant Board Resolution/Authority Letter, etc. authorising them to attend the AGM, by email to investors@dhanuka.com

Institutional Shareholders/Corporate Members (i.e., other than individuals, HUF, NRI, etc.) are requested to upload their Board Resolution/Power of Attorney/Authority Letter by clicking on 'Upload Board Resolution/Authority Letter' displayed under 'e-Voting' tab in their login or send a scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc. with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer at info@vapn.com with a copy marked to evoting@nsdl.com

1. In pursuance of Section 112 and Section 113 of the Companies Act, 2013, (“the act”) representatives of the Members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.

2. Participation of Members through VC will be counted for the purpose of the quorum for the AGM as per Section 103 of the Act.

3. In compliance with the applicable Circulars, Notice of the AGM along with the Annual Report for FY 202425 is being sent only through electronic mode to those Members whose email addresses are registered with the RTA/Company/Depositories. Members may note that the Notice and Annual Report for FY 2024- 25 are also available on the Company's website (www.dhanuka.com) under the 'Investors' section, websites of the Stock Exchanges i.e. BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com). In case any member is desirous of obtaining a hard copy of the Annual Report for the Financial Year 2024-25 and Notice of the 40th AGM of the Company, he/she may send a request to the

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Company's email address at investors@dhanuka.com mentioning Folio No./ DP ID and Client ID. The AGM Notice is also disseminated on the website of NSDL (the agency for providing the Remote e-voting facility and e-voting system during the AGM) at www.evoting.nsdl.com.

1. The register of directors and key managerial personnel (KMP) and their shareholding, maintained under Section 170 of the Act, and the register of contracts or arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available for inspection by the members during the AGM at the NSDL portal.

2. In compliance with the above-mentioned Circulars, the Company has published a public notice by way of an advertisement in Financial Express and Jansatta (“All Editions”), both having a Nationwide circulation with their electronic editions, inter alia, advising the Members whose e-mail ids are not registered with the Company, its Registrar and Share Transfer Agent (RTA) or Depository Participant(s) (DPs), as the case may be, to register their e-mail ids with them.

3. Payment of Final Dividend @ 100 % i.e. Rs. 2.00 per Equity Share having a Face Value of Rs. 2.00 each, for the Financial Year ended 31st March, 2025, as recommended by the Board, subject to the approval of Members at the Annual General Meeting, will be paid to those Members whose names appear in the Register of Members of the Company as on Friday, 18th July, 2025 being the date prior to the Book Closure date. In respect of Equity Shares held in electronic form, the Final Dividend will be paid on the basis of beneficial ownership as of Friday, 18th July, 2025 , as per details furnished by the National Securities Depository Limited (NSDL) and Central Depositories Services (India) Limited (CDSL) for this purpose. In respect of Equity shares held in physical form after giving effect to valid transmission and transposition in respect of valid requests lodged with the Company as of the close of business hours on Friday, 18th July, 2025 . For the members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate or non-updation of the KYC, the Company shall dispatch intimation letter to KYC non-compliant.

4. Members holding shares in physical/demat form are hereby informed that the bank particulars registered with RTA or their respective DP, as the case may be, will be considered by the Company for payment of final dividend.

5. Members holding shares in physical/demat form are required to submit their bank account details, if not already registered, as mandated by the SEBI.

6. Dividend income is taxable in the hands of the Shareholders and the Company is required to deduct TDS from the Dividend paid to the Members at rates prescribed in the Income Tax Act, 1961 ('the IT Act'). In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, Permanent Account Number ('PAN'), Category as per the IT Act with their Depository Participants ('DPs') or in case shares are held in physical form, with the Company/ M/s. Abhipra Capital Limited ('Registrar' or 'RTA' or 'ACL') by sending documents through email on or before Thursday, 24th July 2025 . The detailed process is available on the website of the Company at www.dhanuka.com. A communication providing information and detailed instructions with respect to tax on the Dividend for the Financial Year ended 31st March, 2025 is being sent along with this Notice to the Members whose email addresses are registered with the Company/DPs

7. Members are requested to note that in case the tax on dividend is deducted at a higher rate in the absence of receipt of the requisite details/ documents, there would still be an option available to file the return of income and claim an appropriate refund, if eligible. No claim shall lie against the Company for such taxes deducted.

ANNUAL REPORT 2024-25 329

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1. The Company draws your attention to the notification issued by SEBI dated January 24, 2022, June 08, 2018, and the press release dated December 3, 2018 amending Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to the amended provisions, all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. This measure is aimed at curbing fraud and manipulation risk in the physical transfer/ transmission and transposition of securities by unscrupulous entities. Transfer/ transmission and transposition of securities only in demat form will improve ease, and facilitate convenience and safety of transactions for investors. Members holding shares in physical form are requested to consider converting their holding to a dematerialized form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can contact either the Company at investors@dhanuka.comor M/s Abhipra Capital Limited at rta@abhipra.comfor assistance in this regard.

2. In compliance with Section 108 of the Act, read with the corresponding rules, Regulation 44 of the LODR Regulations, and in terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has appointed National Services Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized e-voting's agency. Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by Members holding shares in dematerialized mode, physical mode and for Members who have not registered their email addresses is provided in the 'Instructions for e-voting' section which forms part of this Notice.

3. The Board has appointed M/s. VAPN & Associates, Practicing Company Secretaries (FRN: P2015DE045500), as the scrutinizer (“Scrutinizer”) for conducting the e-voting process of 40th AGM in a fair and transparent manner.

4. The Scrutinizer shall, after the conclusion of E-voting at the Annual General Meeting, will first count the votes cast at the Meeting and thereafter unblock the votes cast through Remote E-voting in the presence of at least two witnesses not in the employment of the Company and make, submit not later than 48 hours from the conclusion of the Annual General Meeting, a Consolidated Scrutinizer's Report of the total votes cast in favor or against, if any, to the Chairman or in his absence any other Director or Key managerial Personnel or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

5. The results of E-voting will be declared and the same along with the Scrutinizers' Report will be published on the website of the Company (www.dhanuka.com) and the website of NSDL immediately after the declaration of the result by the Chairman and the same will also be communicated to BSE Ltd. and the National Stock Exchange of India Limited (NSE) within 2 working days from the conclusion of the Annual General Meeting. Further, the voting results shall be displayed on the Notice Board of the Company at its Registered Office.

6. Members holding shares either in physical or dematerialized mode, as on the cut-off date, i.e. Friday, July 25, 2025, may cast their votes electronically. The e-voting period commences on Tuesday, July 29, 2025 (9:00 a.m. IST) and ends on Thursday, July31, 2025 (5:00 p.m. IST). The e-voting module will be disabled by NSDL thereafter. Members will not be allowed to vote again on any resolution on which vote has already been cast. The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e. July 25, 2025. A person who is not a member as on the cut-off date is requested to treat this Notice for information purposes only.

7. The facility for voting during the AGM will also be made available. Members present in the AGM through VC

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and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so shall be eligible to vote through the e-voting system during the AGM.

1. Any person holding shares in physical mode or a person, who acquires shares and becomes a member of the Company after the Notice is sent and holding shares as on the cut-off date, i.e. July 25, 2025, may obtain the login ID and password by sending a request to evoting@nsdl.com.However, if he / she is already registered with NSDL for remote e-voting, then he / she can use his / her existing user ID and password for casting the vote.

2. Additional information, pursuant to Regulation 36 of the LODR Regulations, in respect of the Directors seeking Appointment / Reappointment at the AGM, forms part of this Notice.

3. Members are requested to support Green Initiative by registering/updating their e-mail addresses with the Depository Participant (in case of shares held in dematerialized form) or with the Registrar and Transfer Agent or the Company (in case of shares held in physical form, for receiving all communication including the annual report, notices from the Company electronically.

4. SEBI vide Master Circular No. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/37 dated 7th May 2024, has prescribed common and simplified norms for processing investor's service request by RTAs and norms for furnishing PAN, KYC (Contact Details, Bank Details, and Specimen Signature), and Nomination details.

5. As per the provision of the above Circular, amended from time to time, all shareholders holding shares in physical form are mandated to update their PAN, address, mobile number, bank account details, and specimen signature with the RTA.

In view of the same, it may be noted that any service request can be processed only after the folio is KYC compliant. In the case, wherein any one of the above details are not updated, such shareholders will be able to:

• lodge any grievance or avail any service only after furnishing all necessary details required above; and

• receive any payments including dividend in respect of such folios only electronically with effect from 1st April 2024, upon registering the required details.

• In terms of the SEBI Circular No. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/81 dated 10th June 2024, all investors are encouraged in their own interest, to provide choice of nomination by contacting the RTA, if shares are held in physical form or their respective Depository Participant(s), if shares are held in dematerialised form. Further, all new investors are mandatorily required to provide the choice of nomination for their demat accounts (except for jointly held demat accounts).

• Accordingly, the members are advised to register their details with the RTA or DPs, in compliance with the aforesaid SEBI guidelines for smooth processing of their service requests and trading without any hindrance.

• In accordance with the MCA Circulars, the Company has appointed National Securities Depository Limited (NSDL) to provide the VC facility to the Members for participating in the Meeting. The Members are requested to follow the following instructions in order to participate in the Meeting through the VC mechanism:

• a) The Members can join the AGM in the VC/OAVM mode 15 minutes before the time scheduled to start the Meeting i.e. IST 10:45 A.M and 15 minutes after the expiry of the said scheduled time by following the procedure mentioned in the notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on a first come first served basis. This will not include large

ANNUAL REPORT 2024-25 331

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Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairperson of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• b) Members who hold shares in the dematerialized form are requested to furnish their Client ID and DP ID Nos. and Members who hold shares in physical form are requested to furnish their folio number for easy identification of attendance at the Meeting;

• c) Participation of a single Member shall only be allowed at a time;

• d) Queries on the accounts and operations of the Company or the businesses covered under the Notice may be sent to the Company at investors@dhanuka.com at least seven days in advance of the Meeting so that the answers may be made readily available at the Meeting;

• e) Members are requested to e-mail at evoting@nsdl.comor investors@dhanuka.com or call at 022 - 4886 7000/0124-4345000 in case of any technical assistance required at the time of login/ assessing/ voting at the Meeting through VC;

• In case of joint holders attending the Meeting, only such joint holders who are higher in the order of names shall be entitled to vote.

• Nomination facility: As per the provisions of Section 72 of the Companies Act, the facility for nominations is available for the Members in respect of the Equity Shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form SH-13. If a Member desires to opt-out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or Form SH-14 as the case may be. The said forms are available at the Company's Website www.dhanuka.com.

• Members are requested to address all correspondence, including Dividend-related matters, to RTA, rta@abhipra.com , or the Company's Registered &Corporate Office at Global Gateway Towers, Near Guru Dronacharya Metro station, MG Road, Gurugram 122 002.

• Members wishing to claim Dividends that remain unclaimed are requested to correspond with the RTA as mentioned above, or with the Company Secretary, at the Company's Registered &Corporate office or at investors@dhanuka.com. Members are requested to note that the Dividend that are not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will be transferred to the Investor Education and Protection Fund (IEPF). Shares on which the Dividend remains unclaimed for seven consecutive years shall be transferred to the IEPF as per Section 124 of the Act, read with applicable IEPF rules. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by an application to the IEPF authority, in Form No. IEPF-5 is available on www.iepf.gov.in.

• In compliance with the Circulars, Notice of the AGM along with the Integrated Annual Report for the Financial Year 2024-25 is being sent only through electronic mode to those members whose email addresses are registered with the Company/Registrar & Share Transfer Agent (“RTA”) & Depository Participant (“DPs”). Further, a letter providing a weblink and QR code for accessing the Notice of the AGM and Integrated Annual Report for the Financial Year 2024-25 will be sent to those shareholders who have not registered their email address.

In case any Member is desirous of obtaining physical copy of the Integrated Annual Report for the Financial Year 2024-25 and Notice of the AGM of the Company, may send a request to the Company at investors@dhanuka.com mentioning their DP ID and Client ID/folio no.

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If your email address is not registered with the DPs (for shares held in demat form)/Company or RTA (for shares held in physical form), you may register the same on or before 5.00 p.m. IST on Friday, 25th July 2025 to receive this Notice of the AGM along with the Integrated Annual Report for the Financial Year 2024-25 by visiting the website of RTA at rta.abhipra.com.

1. Members seeking any information with regards to any matter to be placed at the AGM, are requested to write to the Company at investor@dhanuka.com.

2. Members are requested to contact the Company's Registrar & Share Transfer Agent, i.e. M/s. Abhipra Capital Limited for the reply to their queries/ redressal of complaints, if any, or contact the Company Secretary of the Company (Phone: 0124-434-5000; Email: investors@dhanuka.com.

3. Non-Resident Indian Members are requested to inform RTA, immediately on:

4. Change in their residential status on return to India for permanent settlement;

5. Particulars of their bank account maintained in India with complete name, branch, account type, account number, and address of the bank with PIN Code number, if not furnished earlier.

6. SEBI vide circular nos. SEBI/HO/OIAE/OIAE_IAD1/P/ CIR/2023/131 dated July 31, 2023 (updated as on December 20, 2023) and SEBI/HO/ OIAE/OIAE_ IAD-1/P/CIR/2023/135 dated August 4, 2023 read with master circular no. SEBI/HO/ OIAE/OIAE_IAD1/P/CIR/2023/145 dated August 11, 2023, had issued guidelines towards an additional mechanism for investors to resolve their grievances by way of Online Dispute Resolution ('ODR') through a common ODR portal. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievance with the Company/its RTA directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr. in/login) and the same can also be accessed through our website at www.dhanuka.com. Members can access the SEBI Circulars on the website of SEBI at https://www. sebi.gov.in/ and the same are also available on the website of the Company at www.dhanuka.com.

7. Shareholders are informed that in terms of the provisions of the Listing Regulations, the Company is required to intimate the Stock Exchanges the details of the agreements entered into by the shareholders, promoter(s), members of the promoter(s) group, related parties, directors, key managerial personnel, employees of the Company or of its holding, subsidiary or associate company, among themselves or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the Company is a party to such agreements.

Accordingly, it is hereby advised to the shareholders to inform the Company about any such agreement to which the Company is not a party, within two working days of entering into such agreements or signing an agreement to enter into such agreements. The Company will inform the details of such agreements to the Stock Exchanges on it becoming aware of it within the prescribed timelines.

[Explanation: For the purpose of this clause, the term 'directly or indirectly' includes agreements creating an obligation on the parties to such agreements to ensure that the listed entity shall or shall not act in a particular manner.]

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on 29th July, 2025 at 09:00 A.M. IST and ends on 31stJuly, 2025 at 05:00 P.M. IST. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 25th July, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 25th July, 2025.

How do I vote electronically using NSDL e-Voting system?

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 and joining virtual meeting 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 to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2.	For OTP based login you can click onhttps://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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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1. 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

2. 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 or joining virtual meeting & voting during the meeting.

3. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login holding securities in demat through their existing user id and password. Option will be made mode with CDSL available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then use 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 or

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	3. 4.	joining virtual meeting & voting during the meeting. 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 websitewww.cdslindia.comand 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.comhome 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 able to directly access the system of all e-Voting Service Providers.
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 or joining virtual meeting & voting during the meeting.

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 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 or call at 022 - 4886 7000 evoting@nsdl.com
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 or contact at toll free helpdesk.evoting@cdslindia.com no. 1800 22 55 33

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• B) Login Method for e-Voting and joining virtual meeting 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?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ' Shareholder/Member' section.

3. 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.

4. 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.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL. b) For Members who hold shares in demat account with CDSL. c) For Members holding shares in Physical Form.	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**. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** 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**

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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

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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.**

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. 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.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available onwww.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2 : Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. 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 and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. 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 “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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1. Now you are ready for e-Voting as the Voting page opens.

2. 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.

3. Upon confirmation, the message “Vote cast successfully” will be displayed.

4. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

5. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. 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 info@vapn.inwith a copy marked to evoting@nsdl.com. 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.

2. 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.comto reset the password.

3. In case of any queries, 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 at 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., 3rd Floor, Naman Chamber, Plot C-32, G-Block, BandraKurla Complex, Bandra East, Mumbai, Maharashtra - 400051 at the designated email address: evoting@nsdl.com or at telephone no. 022- 48867000.

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 :

1. 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 investors@dhanuka.com.

2. 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) toinvestors@dhanuka.com.If you are an Individual shareholder 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 and joining virtual meeting for Individual shareholders holding securities in demat mode .

1. Alternatively, shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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1. 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 to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e- voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGHVC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against the company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in the Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for a better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuations in their respective network. It is therefore recommended to use a Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to the meeting mentioning their name, demat account number/folio number, email id, mobile number at (investors@dhanuka.com). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to the meeting mentioning their name, demat account number/folio number, email id and mobile number at (investors@dhanuka.com). These queries will be replied to by the company suitably by email. The Company reserves the right to restrict the number of questions and number of speakers,as appropriate, for the smooth conduct of the AGM.Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

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Explanatory Statement (Pursuant to Section 102(1) of the Companies Act, 2013 and other applicable provisions)

The following Explanatory Statement sets out all the material facts relevant to the item(s) of the Special Business(s) contained in the Notice of 40th Annual General Meeting.

Item No. 5

Appointment of M/s. Ranjeet Pandey & Associates (RPA), Company Secretaries in Practice as Secretarial Auditors for a term of 5(Five) consecutive years & to fix their remuneration

SEBI vide its notification dated December 12, 2024, amended the SEBI Listing Regulations, 2015. The amended regulations require companies to obtain shareholders’ approval for the appointment of Secretarial Auditors, in addition to approval by the Board of Directors. Further, a Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified by SEBI.

Pursuant to the amended provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) and provisions of Section 204 of the Companies Act, 2013 (‘Act’) and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 16, 2025 have approved and recommended the Shareholder for the appointment of M/s. Ranjeet Pandey & Associates, Company Secretaries (RPA), a Peer Reviewed Firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of upto 5(Five) consecutive years from the Financial Year 2025-26 to Financial Year 2029-2030.

RPA, a firm of Company Secretaries, is engaged in the business of providing secretarial and legal services to various business entities in the field of Corporate Laws, Restructuring, IPRs, Contract Management, Labour Laws, and other allied fields.

RPA is promoted and managed by qualified professionals having diversified and extensive experience in the related areas with the highest degree of professionalism. RPA provides innovative and commercial solutions to corporate entities and has a network of associates in the major cities around the country.

RPA was appointed as Secretarial Auditor of the Company in 2023. Its first audit report under this engagement was issued for the Financial Year 2023-24. RPA deployed a team of professionals, demonstrating their expertise and proficiency in handling secretarial audit of the Company. RPA’s approach towards the Company’s secretarial audit and its fee model has been found to be suitable and aligns with the Company’s requirements.

Furthermore, in terms of the amended regulations, RPA has provided a confirmation that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India and hold a valid peer review certificate. RPA has confirmed that they are not disqualified from being appointed as Secretarial Auditors and that they have no conflict of interest. RPA has further furnished a declaration that they have not taken up any prohibited non-secretarial audit assignments for the Company.

The Board of Directors in consultation with the Audit Committee may alter or vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Secretarial Auditors.

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

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The Board recommends the Ordinary Resolution set out at item number 5 of the Notice for approval of the members by Ordinary Resolution.

Item No. 6

Ratification of Remuneration of the Cost Auditors of the Company

In accordance with the provisions of Section 148 of the Companies Act, 2013 and Rules framed thereunder, the Board of Directors, on the recommendation of the Audit Committee, in their Meeting held on 16 May 2025 had th considered and approved the appointment of M/s. N. Khandelwal & Co., Cost Accountants(Firm Registration No.004555) as Cost Auditors of the Company for the Financial Year 2025-26 to carry out Audit of Cost Records of the Company relating to Agro-Chemicals Manufacturing Activities, at a remuneration of Rs. 2,25,000/- (Rupees Two Lacs Twenty-FiveThousand Only) (Plus out-of-pocket expenses as applicable taxes).

In accordance with the provisions of section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company.

In compliance with the above requirement, approval of the Members is sought for passing an Ordinary Resolution for remuneration payable to the Cost Auditors of the Company for the Financial Year2025-26.

None of the Directors and Key Managerial Personnel of the Company or their relatives are in any way interested or concerned in this Resolution.

The Board recommends the Resolution set out at Item No. 06 of the Notice for approval of the Members by way of Ordinary Resolution.

Item No: 7

Increase the Annual Commission payable to Mr. Mahendra Kumar Dhanuka, Chairman & Executive Director:

Mr. Mahendra Kumar Dhanuka has been associated with the Company since its incorporation. His leadership and experience have played a pivotal role in the sustained growth and long-term stability of the Company.

At the Annual General Meeting held on 14th August 2014, the Members approved the re-appointment of Mr. Mahendra Kumar Dhanuka as the Managing Director of the Company for a period of five (5) years, from 14th August 2014 to 13th August 2019. His remuneration was fixed at 6,50,000 (Rupees Six Lakhs Fifty Thousand only) per month, within a salary range of 6,50,000 – 1,00,000 – 10,50,000 per month, subject to a maximum ceiling of 10,50,000 per month. In addition, he was entitled to a commission of 1.50% of the net profits of the Company, along with certain perquisites, allowances, and other benefits, as detailed in the Agreement dated 17th September 2014.

In 2019, due to Company performance falling short of management expectations, all the Executive Directors voluntarily decided to forgo their respective annual increments for that year. Demonstrating leadership and commitment, Mr. Mahendra Kumar Dhanuka voluntarily reduced his commission from 1.50% to 1.25% of net profit with effect from FY 2019–20.

Mr. Mahendra Kumar Dhanuka was re-appointed as Managing Director for a further term of five years from 14th August 2019 to 13th August 2024, and again for another five-year term from 14th August 2024 to 13th August 2029, with the commission maintained at 1.25% of the net profits of the Company.

In recent years, the Company’s revenue and profitability have aligned with management expectations. Currently, the commission payable to Mr. Rahul Dhanuka (Managing Director) and Mr. Harsh Dhanuka (Executive

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Director) is 1.5% of net profits. Aligning Mr. Mahendra Kumar Dhanuka’s commission with that of the other Executive Directors ensures equitable compensation, given his comparable responsibilities and significant contributions as Chairman.

Pursuant to Regulation 17(6)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the fees or compensation payable to Executive Directors who are promoters or members of the promoter group, shall be subject to the approval of the Members by Special Resolution in General Meeting, if-

• (i) the annual remuneration payable to such Executive Director exceeds Rupees 5 crore or 2.5 percent of the net profits of the listed entity, whichever is higher; or

• (ii) Where there is more than one such Director, the aggregate annual remuneration to such Directors exceeds 5 percent of the net profits of the listed entity.

Therefore the Nomination and Remuneration Committee, the Audit Committee and the Board in their respective Meetings held on 16th May, 2025 have approved to increase the Annual Commission payable to Mr. Mahendra Kumar Dhanuka, Chairman & Executive Director from 1.25% to 1.5% of the Net Profit of the Company as calculated under Section 198 of the Companies Act, 2013 from the Financial Year 2025-26 even if the annual remuneration payable to Mr. Mahendra Kumar Dhanuka may exceed Rupees 5 crores or 2.5 percent of the profits of the Company (whichever is higher) individually and /or the aggregate annual remuneration to all Executive Directors may exceed 5 percent of the Net Profits of the Company in any year during the remaining tenure of his appointment.

The other terms and conditions of his appointment will be as per the resolution approved by the Members in the Meeting held on 2nd August, 2024.

None of the Directors and Key Managerial Personnel of the Company or their relatives, except Mr. Harsh Dhanuka, Executive Director (son of Mr. Mahendra Kumar Dhanuka) is in any way interested or concerned in this Resolution.

The Board recommends the Resolution as set out at Item No. 7 for approval of the Members by way of Special Resolution.

Item No: 8

Fix the upper cap on the remuneration payable to the Promoter Directors:

Based on the observations/concerns received from the Institutional Investors in FY 2022-23, the Promoter Directors voluntarily agreed to fix the upper cap on their remuneration. (refer to the table below)

S. No.	Name of Director	Designation	Maximum limit (upper Cap) on Remuneration for the next 5 financial years i.e. from 2022-23 to 2026-27
1	Mr. Ram Gopal Agarwal	Chairman and Whole Time Director	Rs. 10 Crore per annum
2	Mr. Mahendra Kumar Dhanuka	ManagingDirector	Rs. 10 Crore per annum
3	Mr. Arun Kumar Dhanuka	Whole Time Director	Rs. 7.5 Crore per annum
4	Mr. Rahul Dhanuka	Whole Time Director	Rs. 7.5 Croreper annum
5	Mr. Harsh Dhanuka	Whole Time Director	Rs. 5 Crore per annum

The above declaration made by the Directors was disseminated to the Stock Exchanges on 29 July, 2022.th

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Following the unfortunate demise of Mr. Arun Kumar Dhanuka and the stepping down of Mr. Ram Gopal Agarwal from the Board, Mr. Mahendra Kumar Dhanuka, Mr. Rahul Dhanuka, and Mr. Harsh Dhanuka have assumed full responsibility for overseeing the Company’s operations.

Currently, the commission payable to Mr. Mahendra Kumar Dhanuka is 1.25% (propose to increase to 1.50 %) , Mr. Rahul Dhanuka & Mr. Harsh Dhanuka is 1.5% of the Net Profit of the Company.

Considering the above, the increased responsibility placed on the Promoter Directors and as in recent years, the Company’s revenue & profitability have aligned with the management’s expectations, therefore, it is proposed to increase the upper cap on the remuneration paid to the Promoter Directors as per the below table:

S.No	Name of Director	Designation	Maximum limit (upper Cap) on Remuneration for the next 3 Financial Years i.e. from 2025-26 to 2027-28
1.	Mr. Mahendra Kumar Dhanuka	Chairman & Executive Director	Rs. 15 Crore per annum
2.	Mr. Rahul Dhanuka	Managing Director	Rs. 15 Crore per annum
3.	Mr. Harsh Dhanuka	Executive Director	Rs. 15 Crore per annum

None of the Directors and Key Managerial Personnel of the Company or their relatives, except Mr. Mahendra Kumar Dhanuka, Mr. Rahul Dhanuka and Mr. Harsh Dhanuka are interested or concerned in this Resolution.

The Board hereby recommends the Resolution as set out at Item No. 8 for consideration and approval of Shareholders of the Company by way of Special Resolution.

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Annexure to 40th Annual General Meeting Notice

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Details of Directors Retiring by Rotation at the 40 Annual General Meeting of Dhanuka Agritech Limited

Particulars	Mr. Mahendra Kumar Dhanuka	Mr.Manish Dhanuka
Designation	Chairman & Executive Director	Non-Executive Director
Age	71 years	58 years
Qualification	B.Com (Hons) - Sri Ram College of Commerce, Delhi University.	B.Tech in Chemical Engineering from IIT, New Delhi, and M.S. in Chemical Engineering from the University of Akron, USA
Experience (Including expertise in the specific functional area)/ Brief Resume	Mr. Mahendra Kumar Dhanuka has been working as Managing Director of the Company since its incorporation. Currently he is working as Chairman & Executive Director of the Company. He is an eminent personality and has a vast and rich experience of 50 years in the Agro- chemicals Industry. He is proficient in Corporate Affairs, and his keen insight and judgment bring excellence to the Company's functioning, its Board, and Committees. He has deep commitment towards the achievement of organizational goals and has also played a key role in introducing corporate governance principles to the functioning of the Company. His foresight and business acumen have helped the Company achieve its goals. Acting as a member of the Audit Committee, he is excellently handling all the Financial Transactions of the Company and maintains tremendous control over minimizing fraud and malpractices in the Company. In his supervision Company has become debt-free, and there is no Long term borrowing in the Company. Presently, he is also acting as a chairman of the CSR Committee & Banking, Finance and Operations Committee of the Board and Member of the Audit Committee and is involved in various CSR initiatives related to water harvesting, environment sustainability, health care, hunger eradication and education.	Mr. Manish Dhanuka has 30 years of rich experience in research, evaluation, and teaching in the pharmaceutical industry with expertise in innovative pharmaceutical technologies. He excels in creating economical pharmaceutical technologies and accelerated evaluation process for improving healthcare. His wide-ranging experience of handling operations, commercial, marketing and finance in the manufacturing industry provides for his analytical and decision- making skills facilitating the restoration of the company to its glorious past and to achieve even greater heights. Before establishing Dhanuka laboratories Ltd. In 1993, he began his career at Ranbaxy Labs Ltd. in New Delhi and worked there for 5 years. His vision and strategy to grow the Pharmaceutical industry in the Indian sub- continent, have helped the Dhanuka Group enhance its Bulk Drugs manufacturing arm exponentially. He spearheaded the acquisition of Synmedic Laboratories in the year 2013 which is involved in pharmaceutical formulations. This entrepreneurial vigor enabled him to take over the operations of Orchid Pharma Ltd. in March 2020 and since he has played an important role in turning around the business of the Company with knowledge, expertise and dedication. He is driving force behind the new business vertical of the Company. In accordance with section 2(77) of the Companies Act, 2023, Mr. Manish Dhanuka does not have any relationship with Director and Key

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Particulars	Mr. Mahendra Kumar Dhanuka	Mr.Manish Dhanuka
		Managerial Personnel of the Company force behind the new business vertical of the Company.
Terms and Conditions of appointment/Re- appointment	As per the Agreement	As per the Appointment Letter
Remuneration last drawn in F.Y 24-25 (including sitting fees, if any)	6.57 Crores	0.032 Crores
Remuneration proposed to be paid	Salary: Rs. 10,50,000 /- (Rupees Ten Lakh Fifty Thousand) per month Commission: 1.50 % of the Net profits of the Company computed under Section 198 of the Companies Act, 2013. Allowance, Perquisites, and other benefits will be as per the HR Policy of the Company	No Remuneration except sitting fees for attending the Board and Committee Meetings
Date of First Appointment on the Board	13.02.1985	07.11.2023
Shareholding in the Company as st on 31 March, 2025	27,343 Equity Shares	2,63,092 Equity Shares
Relationship with other Directors/ Key Managerial Personnel	Father of Mr. Harsh Dhanuka, Executive Director	NA

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Particulars	Mr. Mahendra Kumar Dhanuka	Mr.Manish Dhanuka
Number of Meetings of the Board attended during the Financial Year 24-25	4	4
Directorship of other Boards as on 31st March, 2025	M/s. Dhanuka Laboratories Limited M/s M D Buildtech Private Limited M/s. Golden Overseas Private Limited	M/s. Dhanuka Laboratories Limited M/s. Orchid Pharma Limited M/s. Orchid-Bio Pharma Limited M/s. Otsuka Chemicals India Private Limited M/s. Synmedic Laboratories Private Limited
Membership/ Chairmanship of Committees of the Boards as on st 31 March, 2025	Dhanuka Agritech Limited Audit Committee- Member Corporate Social Responsibility Committee- Member Banking, Finance and Operations Committee- Member	Orchid Pharma Limited Banking, Finance and Operations Committee- Chairman Corporate Social Responsibility Committee- Member' Risk Managemnet Committee- Member Restructuring Committee- Member
Listed entities from which the person has resigned in the past three years	NA	NA

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