Notice of AGM and Annual Report the financial year 2025-26

NOTICE OF EIGHTY-NINTH (89TH) ANNUAL GENERAL MEETING OF THE MEMBERS Notice is hereby given that the Eighty-Ninth (89th) Annual General Meeting of Khaitan (India) Limited will be held on 25th September 2026 at 11:30 A.M. through Video-Conferencing (“VC”) or other Audio Visual means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial Year ended 31st March 2026 together with the report of the Auditors and Directors thereon To pass following resolution as Ordinary Resolution: “RESOLVED THAT the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March 2026, together with Auditors Reports and Report of Board of Directors thereon, as circulated to the Members, be and are hereby considered, approved and adopted.” SPECIAL BUSINESS: 2. Re-appointment of Mr. Gopal Mor (DIN: 00555282) as Independent Director for the second term To pass following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 149, 150 and 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (‘the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force and SEBI (Listing Obligations and Disclosure Require- ments) Regulations, 2015, the approval of the Members of the Company be and is hereby accorded for the re-appointment of Mr. Gopal Mor (DIN: 00555282) as Independent Director of the Company for second term who meets the criteria for independence as provided under Section 149(6) of the Act along with the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regula- tions and who has submitted a declaration to that effect to hold office for a further period of 5 (Five) years with the term ending on 30th September 2031.” RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters, and things as may be necessary, proper, or expedient to give effect to this resolution.” By order of the Board of Directors For Khaitan (India) Limited Sd/- Chandranath Banerjee Company Secretary and Compliance Officer Date: 29th August 2026 Place: Kolkata NOTICE OF EIGHTY-NINTH (89TH) ANNUAL GENERAL MEETING OF THE MEMBERS (Cont.) NOTES: 1. In terms of the MCA Circulars, since the physical attendance of Members has been dispensed with, there is no requirement for the appointment of proxies. Accordingly, the facility to appoint proxies to attend and cast vote for the Members is not available for this AGM. However, in pursuance of Section 113 of the Act, and rules made thereunder, the Members who are Body Corporate(s) are entitled to appoint their authorized representatives to attend the AGM through VC/OAVM and participate and cast their votes through remote e-Voting or e-voting during the 89th AGM of the Company. Accordingly, as per the MCA circular, the facility for appointment of proxies by the members will not be available for this AGM and hence the Proxy Form, Attendance Slip and Route Map of AGM are not annexed to this notice. 2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts relating to Special Business under Item No. 2 is annexed herewith. 3. Dispatch of Annual Report through email: In accordance with the MCA Circular No- SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and further Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and further MCA circular dated 25th September 2023, the Notice of the 89th AGM along with the Annual Report of the Company for the financial year ended 31st March 2026 are being sent only through electronic mode (e- mail) to those Members whose email addresses are registered with the Company or the Registrar and Share Transfer Agent (the “RTA”) or with their respective Depository Participant/s (DPs), as on 30th August, 2026. Members may note that the Notice and Annual Report for the financial year ended 31st March 2026 is also available on the Company’s website www.khaitansugar.in, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and NSE Limited at www.nsein- dia.com and the AGM Notice is also available on the website of CDSL (agency for providing the remote e-Voting facility) at www.evot- ing.cdsl.com. The Company will also be sending printed copies of the Annual Report for the financial year 2025-26 to those Shareholders who send their request for the same. 4. Voting rights shall be reckoned on the paid-up value of equity shares registered in the names(s) of members(s) on the cut-off date mentioned in Note 7 herein below. A person who is not a member on the cut-off date should treat this notice for information purpose only. 5. The 89th AGM of the Company is being convened through VC/OAVM in compliance with the applicable provisions of the Act, read with all the applicable MCA and SEBI Circulars. 6. In compliance of the provisions of Section 108 of the Companies Act, 2013 and Rules made thereunder, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and the MCA circulars, the Company is pleased to provide its members the facility to exercise their right to vote through the Electronic Voting (remote e-voting) Services provided by Central Depository Services Limited (“CDSL”). The e-voting commencement date and ending date is given in Note 7 herein below. Members are requested to refer to instructions for e-voting, appended to this Notice. The Company has engaged the services of CDSL for the e-voting. 7. E-voting schedule: The details are as under: Cut-off Date for Commencement of Voting Closing of voting (End Date) Results announcement reckoning voting rights (Start Date) date 18.09.2026, Friday 22.09.2026, Tuesday 24.09.2026, Thursday 29.09.2026, Tuesday (From 9:00 a.m.) (IST) (To 5:00 p.m.) (IST) 8. During this period, shareholders of the company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote. The e-voting module shall be disabled after the close of e-voting period. 9. We urge the shareholders for registration and/ or updating of their email id, Permanent Account Number (PAN) and bank mandate with the Company to ensure receipt of Annual Report, dividend and/or any other consideration and other communication timely, faster and easier and more importantly to avoid fraudulent encashment of dividend warrants. NOTICE OF EIGHTY-NINTH (89TH) ANNUAL GENERAL MEETING OF THE MEMBERS (Cont.) 10. The Board of Directors of the Company at their meeting held on 29th August 2026 has appointed CS Gouri Shanker Mishra, Company Secretary in Practice (C.P. No. 13581) whose email id is gsmishra.1977@gmail.com as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. 11. The Scrutinizer will submit his report to the Chairman / Director of the Company after the completion of scrutiny of the votes. The result of the same will be announced by the Chairperson or any Director or Company Secretary of the Company on or before Sunday, 27th September 2026 and also displayed on the Company’s website viz., www.kilsugar.in. 12. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communications including Annual Report, Notices, Circulars, etc. from the Company electronically. 13. Members who have not updated their postal addresses so far are requested to update their registered address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company Physically by ordinary post, speed post, Courier etc. 14. SEBI vide its Circular dated 30th January 2026 has decided to open another special window for transfer and dematerialisation (“dem [Showing first 8,000 characters — download PDF for full document]