Notice of 78th Annual General Meeting of the Company

Ref.: AYCL/Sectl/AGM 25-26 2nd September, 2026 The General Manager Corporate Relationship Department, BSE Limited, 1st Floor, P. J. Towers, Dalal Street, Mumbai – 400 001 Dear Sir/Madam, Sub.: Notice of 78th AGM of the Company Pursuant to the provisions of Regulation 30 read with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, we are enclosing herewith the Notice of the 78th Annual General Meeting of the Company to be held on Thursday, 24th September, 2026 at 11.30 a.m. through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The same has already been sent to the members of the Company at their registered e-mail addresses. This is for your information and records. Thanking you, Yours faithfully, For Andrew Yule & Co. Ltd. (Sucharita Das) Company Secretary Encl.: As above ANDREW YULE & COMPANY LIMITED ANDREW YULE & COMPANY LIMITED (A Government of India Enterprise) CIN: L63090WB1919GOI003229 Registered Office: “Yule House”, 8, Dr. Rajendra Prasad Sarani, Kolkata - 700 001 Tel.: (033) 2242-8210/8550; Fax: (033) 2242-9770 E-mail: com.sec@andrewyule.com; Website: www.andrewyule.com NOTICE TO MEMBERS Notice is hereby given that the 78th Annual General Meeting of the members of Andrew Yule & Company Limited will be held on Thursday, 24th September, 2026 at 11.30 a.m. to transact the following business through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) in conformity with the regulatory provisions and circulars issued by the Ministry of Corporate Affairs, Government of India: ORDINARY BUSINESS: 1. Adoption of Financial Statements of the Company To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 together with the reports of the Board of Directors,Auditors and comments of the Comptroller & Auditor General of India thereon, be and are hereby received, considered and adopted.” 2. Continuation of the appointment of Shri Vijay Mittal (DIN: 09548096), Part-time Official Director (Govt. Nominee) as a Director liable to retire by rotation To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT approval of the members be and is hereby accorded for continuation of the appointment of Shri Vijay Mittal (DIN: 09548096), Part-time Official Director (Govt. Nominee) as a Director liable to retire by rotation at this Annual General Meeting as per applicable provisions of the Companies Act, 2013, subject to the terms and conditions as determined by the Government of India vide their Order F.No. 10-10/9/2018-PE.I dated 28th March, 2022 and further order(s) in this regard, if any.” 3. Fixation of remuneration of the Statutory Auditors of the Company To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to fix the remuneration of the Statutory Auditors of the Company for the financial year 2026-27 in compliance with the orders and directions of appointment made by the Comptroller and Auditor General of India.” SPECIAL BUSINESS: 4. Continuation of the appointment of Shri Sharad Kumar (DIN: 11372625), as Director (Planning) To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT approval of the members be and is hereby accorded for continuation of the appointment of Shri Sharad Kumar (DIN: 11372625), as Director (Planning) of the Company as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide Order No. 10-10/1/2024/PE.I dated 31st October, 2025 issued by the Ministry of Heavy Industries, Govt. of India, with effect from 17th November, 2025 and until further orders, in this regard, if any. RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all acts, deeds, matters and things and to take such steps as may be necessary to give effect to this resolution.” 5. Continuation of the appointment of Shri Kulbhushan Malhotra (DIN: 11507259), as a Part-time Official Director (Govt. Nominee) To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: ( 7 ) ANDREW YULE & COMPANY LIMITED “RESOLVED THAT approval of the members be and is hereby accorded for continuation of the appointment of Shri Kulbhushan Malhotra (DIN: 11507259), as Part-time Official Director (Govt. Nominee) on the Board of Directors of the Company as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide Order F. No. 10-10(9)/2018-PE.I dated 13th January, 2026 issued by the Ministry of Heavy Industries, Govt. of India, with effect from 27th January, 2026 and until further orders, in this regard, if any. RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all acts, deeds, matters and things and to take such steps as may be necessary to give effect to this resolution.” 6. Continuation of the appointment of Shri Singhai Sanjay Jain (DIN: 03071091),as a Non-Official Independent Director To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT approval of the members be and is hereby accorded for continuation of the appointment of Shri Singhai Sanjay Jain (DIN: 03071091),as a Non-Official Independent Directoron the Board of Directors of the Company as per Section 149 read with Schedule IV of the Companies Act,2013 and Regulations 17 and 25 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, subject to terms and conditions as determined by the Government of India vide Order F.No.10(33)/2010-PE.I dated 17th August, 2026 issued by the Ministry of Heavy Industries, Government of India, for a period of 3 (three) years, or until further orders whichever is earlier, in this regard, if any. RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all acts, deeds, matters and things and to take such steps as may be necessary to give effect to this resolution.” 7. Ratification of the remuneration of the Cost Auditor of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Cost Record and Audit) Rules, 2014 (including any statutory modification(s) therein or re-enactment thereof, for the time being in force), the remuneration payable to M/s Bandyopadhyaya Bhaumik & Co., Cost Accountants (Firm Registration No: 000041) appointed by the Board of Directors of the Company as the Cost Auditor to conduct audit of cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules, for the financial year 2026-27 at a remuneration of Rs.75,000/- (Rupees seventy five thousand only) plus applicable taxes, if any, be and is hereby ratified. RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all acts, deeds, matters and things and to take such steps as may be necessary to give effect to this resolution.” 8. Removal of Shri Ananta Mohan Singh (DIN: 03594804) as Director To consider the following Resolution as proposed by one of the shareholders of the Company vide Special Notice under Section 169 read with Section 115 of the Companies Act, 2013 as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 115 and 169 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, Shri Ananta Mohan Singh (DIN:03594804) who is currently serving as Chairman and Managing Director of the Comp [Showing first 8,000 characters — download PDF for full document]