Kriti Nutrients Ltd — AGM Information 2023

Aug 5, 2023

RAJ KUMAR Digitally signed by RAJ KUMAR BHAWSAR BHAWSAR Date: 2023.08.05 19:49:50 +05'30'

NOTICE

NOTICE is hereby given that the 27th Annual General Meeting of the Members of Kriti Nutrients Limited (“KNL") will be held on Monday the 28th August, 2023 at 4:30 PM through Video Conferencing(“VC”) or Other Audio Visual Means (“OAVM”) for which purposes the Corporate Office of the Company situated at 8th Floor, Brilliant Sapphire Plot No.10, PSP, IDA, Scheme No.78, Part II, Indore (M.P.)452010 shall be deemed as the venue for the Meeting and the proceedings of the 27th AGM shall be deemed to be made thereat, to transact the following businesses:

ORDINARY BUSINESSES:

1. To consider and adopt the Audited Financial Statements containing the Balance Sheet as at 31stMarch, 2023, the Statement of Profit & Loss, Statement of Cash Flow, Change in Equity and notes thereto of the Company for the Financial Year ended 31st March, 2023 and the reports of the Board of directors and Auditors thereon as on that date.

2. To consider and declare Dividend on the 5,01,03,520 Equity Shares of Re.1/- each for the Financial Year ended 31stMarch, 2023.

3. To appoint a director in place of Mr. Saurabh Singh Mehta (DIN:00023591) who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

SPECIAL BUSINESSES:

4. To ratify the remuneration payable to the cost auditor:

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 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the Members of the Company be and hereby ratify the payment of remuneration of Rs.35,000 (Rupees Thirty Five Thousand Only), plus applicable taxes and reimbursement of out of pocket expenses at actuals, if any to Mr. S.P.S Dangi, Cost Accountant, (Registration No. 100004) as appointed by the Board of Directors on the recommendation of the Audit Committee of the Board, as Cost Auditor to conduct the audit of the Cost Records for the Financial Year ending 31st March, 2024;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution”.

5. To approve the transactions/contracts/arrangements with related parties under regulation 23 of the SEBI(LODR) regulations, 2015:

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 Regulation 23 of the SEBI (LODR) Regulations, 2015 (“SEBI Listing Regulations”) and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021 read with the provisions of section 188 and 185 of the Companies Act, 2013 and other applicable provisions, if any, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Company’s policy on Related Party Transactions, consent of the members of the company be and is hereby accorded to enter into transactions/ contracts / arrangement, in the ordinary course of its business and on arm’s length basis, for purchase, sale or deal in the products, goods, stock in trade, Transfer of Resources including receiving/ providing loans and advances or such other transactions, on such terms and conditions as may be mutually agreed upon between the company and all related party for an aggregate amount upto Rs.100 Crores (Rupees One Hundred Crore only) in each financial year;

RESOLVED FURTHER THAT the Board of Directors of the company, jointly and/or severally, be and is hereby authorized to do or cause to be done all such acts, deeds and things, settle any queries, difficulties, doubts that may arise with regard to any transaction with the related party, finalize the terms and conditions as may be considered necessary, expedient or desirable and execute such agreements, documents and writings and to make such filings as may be necessary or desirable, in order to give effect to this Resolution in the interest of the company.”

6. To approve the payment of remuneration to the Executive Director under Regulation 17(6)(e) of the SEBI (LODR) Regulations, 2015:

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

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“RESOLVED THAT pursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act, 2013 and as per the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the company, the consent of the members be and is hereby accorded to the continuation of payment of remuneration, as per existing terms and conditions as approved by the shareholders at the Annual General Meeting held on 07.08.2021, to Mr. Saurabh Singh Mehta, Wholetime Director, who belongs to Promoter Group, from 01.08.2022 upto31.07.2027, notwithstanding that the aggregate annual remuneration exceeds 5% (Five per cent) of the net profits of the company calculated as per the provisions of Section 198 of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all steps as maybe necessary, proper and expedient to give effect to the foregoing Resolution.”

1. To confirm the re-appointment of Mr. Chandrasekharan Bhaskar (DIN: 00003343) as an Independent Director:

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2015 read with Schedule IV of the Companies Act, 2013 and the provisions of the SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Chandrasekharan Bhaskar (DIN: 00003343), whose first term of 5 years is upto 15th May, 2024 as an Independent Director, and a declaration has been received from him confirming that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of 5 (Five) Consecutive Years w.e.f. 16th May, 2024 till 15th May, 2029 and his office shall not be liable to retire by rotation.

Date: 22nd July, 2023 Place: Indore Kriti Nutrients Limited CIN: L24132MP1996PLC011245 Registered Office: Mehta Chamber, 34 Siyaganj, Indore (M.P.) 452007

By order of the Board

Raj Kumar Bhawsar Company Secretary F7186

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NOTES:

1. Pursuant to the Circular No. 14/2020 dated 8thApril, 2020, Circular No.17/2020 dated 13thApril, 2020 issued by the Ministry of Corporate Affairs (MCA) followed by Circular No. 20/2020 dated 5thMay, 2020 Circular No. 2/2021 dated 13thJanuary, 2021, Circular No. 2/2022 dated 5thMay, 2022 and Circular No. 10/2022 dated 28th December, 2022 (Collectively Known as MCA Circulars), physical attendance of the Members to the AGM venue is not required and Annual General Meeting (AGM) be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM only and no physical presence at the meeting is required.

2. Pursuant to the MCA Circulars issued by the MCA, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting 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. However, this number does not include the large Shareholders holding 2% or more share capital, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairperson of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, Secretarial Auditors, Scrutinizers, etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under section 103 of the Companies Act, 2013.

5. Pursuant to the provisions of section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the MCA Circulars issued by the MCA 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 made an arrangement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, and independent agency for providing necessary platform for Video Conference/OAVM and necessary technical support as may be required. Therefore, the facility of casting votes by a member using remote e-voting system as well as e-voting on the day of the AGM will be provided by CDSL. The Notice calling the AGM along with the complete Annual Report has been uploaded on the website of the Company. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Ltd. at www.bseindia.com and National Stock Exchange of India Ltd at www.nseindia.com, and the AGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility and providing necessary platform for Video Conference/OAVM) i.e.www.evotingindia.com.

6. This AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars issued by MCA.

7. The recorded transcript of the forthcoming AGM shall also be made available on the website of the Company - http:// kritinutrients.com/ as soon as possible after the Meeting is over.

8. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose mail addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company’s website - http://kritinutrients.com/, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Ltd at www.nseindia.com, and on the website of CDSL https:// www.evotingindia.com. However, if any specific request received from the members for demanding of the physical copy of the Annual Report will be provided by the company.

9. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.

10. Pursuant to Finance Act, 2020, dividend income if any declared by the Company will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company shall be required to deduct tax at source from dividend paid to shareholders at the prescribe date. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Ankit Consultancy Private Limited, the Share Transfer Agent (in the case of shares held in physical mode) and to the concerned depositories. (In case of shares held in demat mode).

A Resident individual shareholder with PAN and who’s not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to cs@kritiindia.com by 11:59 p.m. IST on or before 22ndAugust, 2023. Shareholders are requested to note that in case if their PAN is not registered, the taxes will be deducted at a higher rate of 20%.

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Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to cs@kritiindia.com The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST on or before 22nd August, 2023.

1. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, which sets out details relating to special business at the meeting is annexed and forms part of the Notice.

2. Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, 22nd August, 2023 to Monday, 28th August, 2023 (both days inclusive) for the purposes of the 27th AGM and ascertainment for entitlement of payment of dividend to the members whose names appear in the Register of members and the records of the beneficiaries of the CDSL and NSDL on the date of the Annual General Meeting.

The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date 21stAugust, 2023, (Monday).

1. CS Ishan Jain, Practicing Company Secretary (F.R.No. S2021MP802300, M. No. FCS 9978 & C.P. No. 13032) and Proprietor of M/s. Ishan Jain &Co., Company Secretaries, Indore has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting at the AGM and remote e-voting process in a fair and transparent manner.

2. Members desirous of obtaining any information concerning Accounts and Operations of the Company are requested to address their questions in writing to the Company at least 7 days before the date of the Meeting at its email ID cs@ kritiindia.com so that the information required may be made available at the Meeting.

3. The Members are requested to:

4. a) Intimate changes, if any, in their registered addresses immediately.

5. b) Quote their ledger folio number in all their correspondence.

6. c) Send their Email address to us for prompt communication and update the same with their D.P. to receive softcopy of the Annual Report of the Company

7. Members are requested to notify immediately any change in their address and also intimate their active E-Mail ID to their respective Depository Participants (DPs) in case the shares are held in demat form and in respect of shares held in physical form to the Registrar and Share Transfer Agent Ankit Consultancy Pvt. Ltd., Plot No. 60, Electronic Complex, Pardeshipura, Indore (M.P.) having email Id:investor@ankitonline.com, compliance@ankitonline.com to receive the soft copy of all communication and notice of the meetings etc., of the Company.

8. The report on the Corporate Governance and Management Discussion and Analysis also forms part to the report of the Board.

9. The Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the directors are interested, maintained under the Companies Act, 2013 will be available for inspection by the Members electronically till the conclusion the 27th AGM. Members seeking to inspect such documents can send an email to cs@kritiindia.com.

10. Pursuant to the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), the Company is in process to transfer the equity shares in respect of which dividend has not been claimed encashed for 7 or more consecutive years to the Investor Education and Protection Fund Authority (IEPF) of the Central Government. The Company has sent letters to the concerning shareholders whose dividend has not been claimed/ encashed for 7 or more consecutive years. The details of such shareholders are posted on the website of the Company at http://kritinutrients.com/. Please note that the shares transferred to the IEPF can be claimed from the IEPF Authority as per the procedure prescribed under the Rules.

11. As per SEBI Circular dated 20th April, 2018 such shareholders holding shares of the company in the physical form are required to provide details of the Income Tax Permanent Account No. and Bank Account Details to the Share Transfer Agent of the Company, Ankit Consultancy Pvt. Ltd., Plot No. 60, Electronic Complex, Pardeshipura, Indore (M.P.) having email Id investor@ankitonline.com, compliance@ankitonline.com.

12. SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN details to their depository participants. Members holding shares in physical form are requested to submit their PAN details to the company’s RTA.

13. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/ mobile numbers, Permanent Account Number (‘PAN’), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.,

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• For shares held in electronic form: to their Depository Participant only and not to the Company’s RTA. Changes intimated to the Depository Participant will then be automatically reflected in the Company’s records which will help the Company and its RTA provide efficient and better service to the Members.

• For shares held in physical form: to the Company’s RTA in prescribed Form ISR -1 and other forms pursuant to SEBI circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021, as per instructions mentioned in the form. The said form can be downloaded from the Members’ Reference available on the Company’s website http://kritinutrients.com/ under Standard documents for Investors and is also available on the website of the RTA.

• Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4. The said form can be downloaded from the Standard documents for Investors available on the Company’s website http://kritinutrients.com/ and is also available on the website of the RTA. It may be noted that any service request can be processed only after the folio is KYC Compliant.

• SEBI, vide its circular nos. SEBI/HO/MIRSD/MIRSDRTAMB/P/CIR/2021/655 dated November 03, 2021, SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, has mandated Members holding shares in physical form to submit PAN, nomination, contact details, bank account details and specimen signature in specified forms. Members may access www.kritinutrients.com for Form ISR-1 to register PAN/email id/bank details/other KYC details, Form ISR-2 to update signature and Form ISR-3 for declaration to opt out. Members may make service requests by submitting a duly filled and signed Form ISR-4 & ISR-5, the format of which is available on the Company’s website and on the website of the Company’s Registrar and Transfer Agent.

• In case a holder of physical securities fails to furnish PAN, nomination, contact details, bank account details and specimen signature by October 1, 2023, Ankit Consultancy Pvt Ltd will be obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments(including dividend) and lodge grievances only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the Registrar/the Company shall refer such securities to the administering authority under the Benami Transactions(Prohibitions) Act, 1988, and/or the Prevention of Money Laundering Act, 2002.

• In compliance with SEBI guidelines, the Company sent communication intimating about the submission of above details to all the Members holding shares in physical form to the RTA/Company.

• Dispute Resolution Mechanism at Stock Exchanges-SEBI, vide its circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/76 dated May 30, 2022, provided an option for arbitration as a Dispute Resolution Mechanism for investors. As per this circular, investors can opt for arbitration with Stock Exchanges in case of any dispute against the Company or its Registrar and Transfer Agent on delay or default in processing any investor services related request.

• In compliance with SEBI guidelines, the Company had sent communication intimating about the said Dispute Resolution Mechanism to all the Members holding shares in physical form.

• SEBI vide its notification dated January 24, 2022 has amended Regulation 40 of the SEBI Listing Regulations and has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members may contact the Company or RTA, for assistance in this regard.

• Due dates for transfer of unclaimed/unpaid dividends and the amount remained unclaimed which may be transferred if continuing remain unpaid and or the balance amount if claimed by the shareholders for transfer thereafter the same to IEPF are as under:

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F.Y. Ended Declaration Date Due Date for transfer Amount remains unpaid/unclaimed
to IEPF as at 31.03.2023 (Rs.)
2015-16 12/03/2016 18/04/2023 2,33,547.00
2016-17 12/09/2017 19/10/2024 2,53,411.40
2017-18 31/07/2018 06/09/2025 3,89,489.62
2018-19 14/08/2019 20/09/2026 2,24,293.32
2019-20 08/08/2020 15/09/2027 1,89,455.58
2020-21 07/08/2021 13/09/2028 1,85,028.28
2021-22 17/08/2022 23/09/2029 1,76,509.94
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• Transferred to IEPF Authority after closure of Financial Year.

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29. Voting through electronic means

Members are requested to carefully read the below mentioned instructions for remote e-voting before casting their vote.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• i. The voting period begins on 25th August, 2023 (Friday) and ends on 27th August, 2023, (Sunday). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 21st August 2023 (Monday) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (LODR) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility tolisted entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of shareholders Login Method
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Individual Shareholders holding securities in Demat mode withCDSL Depository

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/ Easiest are https://web.cdslindia.com/myeasi/home/login or visit www. cdslindia.com and click on Login icon and select New System Myeasi. 2. 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 joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINK INTIME, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia. com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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• Type of shareholders Login Method Individual Shareholders 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services holding securities in demat website of NSDL. Open web browser by typing the following URL: https:// mode with NSDL Depository eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website 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. CDSL and NSDL

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Login type Helpdesk details
Individual Shareholders Members facing any technical issue in login can contact CDSL helpdesk by sending
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Login type Individual Shareholders	Helpdesk details Members facing any technical issue in login can contact CDSL helpdesk by sending
holding securities in Demat mode withCDSL Individual Shareholders holding securities in Demat mode withNSDL	a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33 Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and nonindividual shareholders in demat mode.

• v. Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• The shareholders should log on to the e-voting website www.evotingindia.com.

• Click on “Shareholders” module.

• Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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1. Next enter the Image Verification as displayed and Click on Login.

2. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

3. If you are a first-time user follow the steps given below:

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For Physical shareholders and other than individual shareholders holding
shares in Demat.
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For Physical shareholders and other than individual shareholders holding shares in Demat.

PAN Dividend Bank DetailsOR Date of Birth (DOB)

Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details feld.

• vi. After entering these details appropriately, click on “SUBMIT” tab.

• vii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• viii. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• ix. Click on the EVSN for the relevant on which you choose to vote.

• x. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xi. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• xii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xiii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xiv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• xv. If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xvi. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• xvii. Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• d. The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• e. It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

8 | Kriti Nutrients Limited

• f. Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@kritiindia.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Instructions for Shareholders attending the AGM through VC/OAVM & E-Voting during meeting are as under:

1. The procedure for attending meeting & e-Voting on the day of the 27thAGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

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

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

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

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

7. 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 meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@kritiindia.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 meeting mentioning their name, demat account number/folio number, email id, mobile number at cs@kritiindia.com. These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are 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 available during the AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like 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 Company/RTA email id.

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25thFloor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia. com or call toll free no. 1800 22 55 33.

1. Members can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

2. Any person, who acquires shares of the Company and become member of the Company after mailing of the notice and holding shares as on the cut-off date i.e. 21st August,2023 (Monday) may obtain the login ID and password by sending a request at investor@ankitonline.com.

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1. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e.21st August, 2023 (Monday) only shall be entitled to avail the facility of remote e-voting as well as e- voting at the AGM.

2. The Chairman shall, at the AGM at the end of discussion on the resolutions on which voting is to be held, allow e-voting to all those members who are present/logged in at the AGM but have not cast their votes by availing the remote e-voting facility.

3. The Results of the voting on the resolutions alongwith the report of the Scrutinizer shall be declared and placed on the website of the Company- http://kritinutrients.com/ and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Ltd. and National Stock Exchange of India Limited.

4. For any other queries relating to the shares of the Company, you may contact the Share Transfer Agents at the following address:

M/s. Ankit Consultancy Pvt. Ltd. 60, Electronic Complex, Pardeshipura, Indore (M.P.) 452010

• Tel: 0731-4281333,4065797/99, E-mail: investor@ankitonline.com, info@ankitonline.com

• As the 27th AGM is being held through VC, the route maps are not required to be annexed to this Notice.

DETAILS OF DIRECTOR SEEKING APPOINTMENT/RE-APPOINTMENT/CONTINUANCE OF APPOINTMENT AT FORTH COMING ANNUAL GENERAL MEETING

Name of the Director	Mr. Saurabh Singh Mehta	Mr. Chandrasekharan Bhaskar
DIN	00023591	00003343
Date of Birth	29.07.1981	03.05.1955
Date of Appointment	26.12.2009	16.05.2019
Qualifcation	BE, MBA	B.Tech.(Chem.) MIMA, PGDM
Expertise in specifc area	Administration, Marketing & IT
List of Outside Directorship held	Kriti Industries (India) Limited Kriti Auto & Engineering Plastics Pvt. Ltd. Sakam Trading Private Limited Kriti Specialties Private Limited Organization of Plastics Processors of India	Kriti Industries (India) Limited Xpro India Limited Organization of Plastics Processors of India Xpro Global Limited Holland & Sherry India Private Limited
Chairman / Member of the Committees of the Board of Directors of the Company	Chairman: -Nil Member: -1. Corporate Social Responsibility Committee	Chairman: -Nil Member: -1. Nomination and Remuneration Committee
No. of Equity Shares held	30440(0.06%)	Nil
Brief Resume	Mr. Saurabh Singh Mehta is BE in Computer Science from Ohio State University and MBA in family business from S.P Jain Institute of Management & Research. In past he was involved in various sports activities at regional and Past President, Leo Club Indore and received the award of Best President and best Club leader award in district and also interested in western Music having pass grade from Associated Board of Royal School of Music, London. He has over 11 years of diverse experience in the Industry.	Mr. Chandrasekharan Bhaskar is a B.Tech. (Chem.), MIMA, PGDM (IIM-Cal). He is also Elected Fellow of the Indian Plastics Institute. He has overall experience of over 43 years in consulting and in Industry including 5 years with Tata Sons Limited/Tata Economic Consultancy service and 38 years with Xpro India Limited. He has expertise in the areas of Corporate and Business Planning, Market research, Asset Revaluation, Diversifcation/Disinvestment, Marketing, operations and factory management and as divisional/ Business head. He is also involved in Industry Associations (including in the past as Vice President of the All India Plastics Manufacturers Association, and presently as Chairman/member of Committees of the Plastindia Foundation and as Member of the Executive Committee & Immediate Past President of Organization of Plastics Processors of India).

10 | Kriti Nutrients Limited

EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4:

Members are hereby informed that on the recommendation of the Audit Committee, Board of Directors of your Company appointed Mr. S.P.S Dangi, Cost Accountant(Registration No. 100004), Cost Accountant, Indore as Cost Auditors of the Company for the year 2023-24 on the remuneration of Rs. 35000/-, plus applicable taxes and reimbursement of out of pocket expenses if any, at actual basis.

Consent Cum Declaration has been received from the above Cost Auditor regarding his consent and eligibility for appointment as Cost Auditor will be available for inspection of the Members electronically during the 27th AGM. Members seeking to inspect such documents can send an email to cs@kritiindia.com, during business hours up to the date of the Meeting.

As per Section 148(3) read with Rule 14 of Companies (Audit and Auditors) Rules 2014, the remuneration payable to the Cost Auditors is to be ratified by the Shareholders in 27th AGM.

None of the Directors / Key Managerial personnel/ their relatives is interested in the above resolution.

The Board of Directors recommend to pass necessary resolution as set out in Item No. 4 of the Notice by way of an Ordinary Resolution.

ITEM NO. 5:

Details of the proposed RPTs between the Company and Kriti Industries (India) Limited (KIIL) including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:

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S. Description Details of proposed RPTs between the Company and Kriti
No. Industries (India) Limited (KIIL)
1. Summary of information provided by the Management to the Audit Committee for approval of the proposed RPTs
a. Name of the Related Party and its relationship The Company (KNL) and Kriti Industries (India) Limited (KIIL) are
with the Company or its subsidiary, including nature under the control of common KMP’s.
of its concern or interest (financial or otherwise).
KIIL is engaged in the business of manufacturing of premium
quality piping products and solution, accessories, gas piper,
telecom ducts, submersible pipes and casing pipes. These
comprised Poly Vinyl Chloride (PVC) and Poly Ethylene (PE) used
in downstream applications of potable water supply, irrigation,
building construction and infrastructure
KIIL is a Related Party of the Company, as on the date of this
Notice (being fellow subsidiary of Kriti Nutrients Limited)
b. Type, material terms, monetary value and The Company and KIIL have entered into/proposed to enter into
particulars of the proposed RPTs. transactions w.r.t. Transfer of Resources, purchase, sale or other
services for an aggregate value not exceeding Rs. 100 crore
(Rs. One Hundred Crores).
c. Percentage of the Company’s annual 12.55% on the basis of the proposed transaction of Rs. 100.00
consolidated turnover, for the immediately Crores and the audited turnover as on 31.03.2023.
preceding financial year, that is represented by
the value of the proposed RPTs.
2. Justification for the proposed RPTs. The entered/proposed to enter related party transactions will
help the KIIL/KNL for smooth functioning of the regular and day
to day business transactions and w.r.t. transfer of resources it
will help to maintain the liquidity levels of KIIL with low cost of
interest as compared to Banks.
3. Details of proposed RPTs relating to any loans, inter-corporate deposits, advances or investments made or given by
the Company or its subsidiary.
a. Details of the source of funds in connection with Own share capital/Internal accruals of the Company.
the proposed transaction.
b. Where any financial indebtedness is incurred Not applicable.
to make or give loans, inter-corporate deposits,
advances or investments:
- Nature of indebtedness,
- Cost of funds and
- Tenure.
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S. Description Details of proposed RPTs between the Company and Kriti
No. Industries (India) Limited (KIIL)
c. Applicable terms, including covenants, tenure, Inter-corporate Deposits within the overall limit of Rs.100
interest rate and repayment schedule, whether Crores.
secured or unsecured; if secured, the nature of
• Interest rate: State Bank of India CC Rate of interest Minus (-)
security.
50 Basis Point for loan given by KNL, if any;
• Interest rate: State Bank of India CC Rate of interest Plus (+)
50 Basis Point for loan taken by KNL if any;
• Repayment Schedule/Tenure: On demand
• Nature: Short-term/Long-term
•The above inter-corporate deposits are under unsecured
category.
b. The purpose for which the funds will be utilized To meet working capital and other financial requirements.
by the ultimate beneficiary of such funds
pursuant to the RPT.
4. Arm’s length pricing and a statement that the The interest shall be not less than as specific u/s 186 of the
valuation or other external report, if any, relied Companies Act, 2013 which is deemed to be at Arm Length
upon by the listed entity in relation to the proposed Basis. However, the said transaction does not require any
transaction will be made available through registered valuation or other external report.
email address of the shareholder.
5. Name of the Director or Key Managerial Personnel Mr. Shiv Singh Mehta, Chairman & Managing Director, Shri
(‘KMP’) who is related, if any, and the nature of their Saurabh Singh Mehta, Whole-time director and Mrs. Purnima
relationship. Mehta, Director of the Company are also Directors on the Board
of KIIL and Ms. Devki Mehta and Ms. Nidhi Mehta being the
relative of the aforesaid directors/promoters, their interest or
concern or that of their relatives, are limited only to the extent
of their shareholding in the Company and KIIL, if any. None of
the other KMP’s or their relative are concerned or interested in
any manner.
6. Any other information that may be relevant. N.A.
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Based on the recommendation of the Audit Committee, the Board recommends the Ordinary Resolution set forth at Item No. 5 of the Notice for approval by the Members.

The Members may note that in terms of the provisions of the SEBI Listing Regulations, no Related Party shall vote to approve the Ordinary Resolution set forth at Item No. 5 of the Notice, whether the entity is a Related Party to the particular transaction or not.

ITEM NO. 6:

In accordance with the provisions of Regulation 17(6)(e) of SEBI (LODR) Regulations, 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 shareholders by special resolution in general meeting, if - (i) the annual remuneration payable to such executive any where director exceeds Rs. 5 crore or 2.5% of the net profits of the company, whichever is higher; or (ii)where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5% of the net profits of the company: Provided that the approval of the shareholders under this provision shall be valid only till the expiry of the term of such director. The net profits shall be calculated as per section 198 of the Companies Act, 2013.

The Board of Directors of your company comprises of two executive directors i.e. Mr. Shiv Singh Mehta, Chairman and Managing Director and Mr. Saurabh Singh Mehta, Whole time Director, both belonging to Promoter Group.

The members are requested to note that the company had approved the appointment and remuneration payable to Mr. Saurabh Singh Mehta-Whole-time Director at its Annual General Meeting held on 07.08.2021.

In view of that approval of the members by way of a special resolution is being sought for retaining all existing terms and conditions of appointment of aforesaid Executive Director including remuneration payable to him and for payment of the aggregate annual remuneration to the Executive Director may be exceeding 5 per cent of the net profits of the company, till the expiry of his term.

12 | Kriti Nutrients Limited

In consideration of the continued valuable contributions of Mr. Saurabh Singh Mehta, Whole-time Director in the growth and sustainability of the company, the remuneration paid/propose to pay to him is justified.

Mr. Saurabh Singh Mehta, Whole-time Director, may be deemed to be financial interested to the extent of his remuneration. Mr. Shiv Singh Mehta, Chairman and Managing Director, Mrs. Purnima Mehta, Director and their relatives, none of the other Directors/Key Managerial Personnel of the company and their respective relatives may be concerned or interested, otherwise, in the resolution set out at Item No. 6 of the accompanying Notice.

Thus, the Members approval is solicited for the resolution set out in Item No. 6 of the Notice by way of a Special Resolution.

ITEM NO. 7:

The Nomination and Remuneration Committee has recommended the reappointment of Shri Chandrasekharan Bhaskar (DIN: 0003343) as an Independent Director for a period of five consecutive years w.e.f. 15th May, 2024.

Aforesaid independent director proposed for reappointment is not disqualified to act as a Director in terms of section 164 of the Act and other applicable laws and has given his consent to act as a Director. The Company has also received a declaration from him stating that he meets the criteria of independence as prescribed under section 149(6) of the Act and under the SEBI (LODR) Regulations, 2015. In the opinion of the Board, he fulfils the criteria of independency and the conditions for his reappointment as an Independent Director as specified in the Companies Act, 2013 and the SEBI (LODR) Regulation, 2015 and further he is also registered under the Independent Directors Databank maintained by IICA.

The resolution set out in Item No. 7 seeks the approval of members for the reappointment of Shri Chandrasekharan Bhaskar (DIN: 0003343) as an Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. 16th May, 2024 to 15th May, 2029; pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder. His office shall not be liable to retire by rotation. The brief profile of Shri Chandrasekharan Bhaskar (DIN: 0003343) is given in the Notice of AGM with the details of the directors seeking appointment/re-appointment.

The aforesaid director may be considered as financially interested in the resolution to the extent of the sitting fees as may be paid to him for attending the Board/committee meeting. Except that none of the Directors or Key Managerial Personnel (KMP) or their relatives are concerned or interested in the Special Resolution.

Copy of draft letter of reappointment setting out the terms and conditions of reappointment is available for inspection by the members at the registered office of the Company.

Shri Chandrasekharan Bhaskar (DIN: 0003343) does not hold any shares in the Company.

Thus, the Members approval is solicited for the resolution set out in Item No. 7 of the Notice by way of a Special Resolution

Date: 22nd July, 2023 By order of the Board Place: Indore Kriti Nutrients Limited Raj Kumar Bhawsar CIN: L24132MP1996PLC011245 Company Secretary Registered Office: Mehta Chamber, 34 Siyaganj, F7186 Indore (M.P.) 452007

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