Submission of Notice of 21st Annual General Meeting for the financial year 2025-26.

NOTICE OF 21st ANNUAL GENERAL MEETING ===================================================================================== Notice is hereby given that the 21st Annual General Meeting of Gujarat Peanut and Agri Products Limited will be held on Monday 28th September 2026 at 11:00 a.m. at the Registered Office of the Company situated at Panchratna Office No.501 5th Floor, 37 - New Jagnath Plot, Rajkot New Jagnath Plot, Rajkot, Rajkot, Gujarat, India, 360001 to transact the following business:  ORDINARY BUSINESS: ITEM NO.1 ADOPTION OF FINANCIAL STATEMENTS To receive, consider and adopt the Audited Balance Sheet of the Company as of March 31, 2026, and Statement of Profit & Loss for the year ended as on that date together with the Reports of Directors and Auditors thereon. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution “RESOLVED THAT the audited Standalone Financial Statement of the Company for the financial year ended 31st March 2026, together with the Reports of the Board of Directors and the Statutory Auditor thereon, be and are hereby received, considered and adopted.” “RESOLVED THAT the audited Consolidated Financial Statement of the Company for the financial year ended 31st March 2026, together with the Report of the Statutory Auditor thereon, be and are hereby received, considered and adopted.” ITEM NO.2 RE-APPOINTMENT OF DIRECTOR RETIRE BY ROTATION. To appoint Mr. Bharatkumar Keshavlal Relia (DIN-03542553) as Director (Non-Executive) of the Company, who retires by rotation and being eligible, offer himself for re-appointment. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modification(s) or re- enactment thereof for the time being in force, Mr. Bharatkumar Keshavlal Relia (DIN-03542553), who retires as a Director by rotation and, being eligible, has offered himself for re appointment, be and is hereby re-appointed as a Director of the Company.”  SPECIAL BUSINESS ITEM NO. 3 APPROVAL FOR APPOINTMENT OF INTERNAL AUDITOR To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 138 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Rule 13 of the Companies (Accounts) Rules, 2014, and consequent upon the resignation of M/s. DMAA AND ASSOCIATES, Chartered Accountants, as the Internal Auditor of the Company with effect from 01 September 2026, and based on the recommendation of the Audit Committee and the Board of Directors of the Company, Mr. Dhavalkumar Rameshchandra Doshi, Chartered Accountant, (Membership No. 144300), be and is hereby appointed as the Internal Auditor of the Company for conducting the internal audit of the Company for the Financial Year 2026-27, on such terms and conditions as may be determined by the Board of Directors/Audit Committee. RESOLVED FURTHER THAT the Internal Auditor shall conduct the internal audit of the Company in accordance with the scope, terms and conditions as may be determined by the Board of Directors/Audit Committee from time to time and shall submit the internal audit reports to the Board of Directors/Audit Committee. RESOLVED FURTHER THAT the remuneration of the Internal Auditor, together with applicable taxes and reimbursement of reasonable out-of-pocket expenses, as may be determined by the Board of Directors/Audit Committee in consultation with the Internal Auditor, be and is hereby approved. ITEM NO.4: APPOINTMENT OF STATUTORY AUDITORS FOR A TERM OF FIVE CONSECUTIVE YEARS To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 139, 140, 142 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the Companies (Audit and Auditors) Rules, 2014, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force, consequent upon the resignation of M/s. R B GOHIL & CO., Chartered Accountants, as the Statutory Auditors of the Company with effect from 31 August 2026, and based on the recommendation of the Audit Committee and the Board of Directors of the Company, and pursuant to the consent and eligibility confirmation received from M/s. DMAA AND ASSOCIATES, Chartered Accountants, (Firm Registration No. 159516W), (Peer Review Certificate No. 025368), to act as the Statutory Auditors of the Company, M/s. DMAA AND ASSOCIATES, Chartered Accountants, (Firm Registration No. 159516W), (Peer Review Certificate No. 025368), be and are hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. R B GOHIL & CO., Chartered Accountants, and to hold office from the conclusion of this 21st Annual General Meeting (“AGM”) until the conclusion of the 26th Annual General Meeting to be held in the year 2031, for the term commencing from the Financial Year 2026-27 and ending with the Financial Year 2030-31, at such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to fix and revise the remuneration of the Statutory Auditors, including reimbursement of out-of-pocket expenses, travelling expenses and applicable taxes, for each financial year during their tenure, in consultation with the Statutory Auditors. ITEM NO.5: MATERIAL RELATED PARTY TRANSACTION(S) WITH SAGAR INTERNATIONAL: To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and in accordance with the prevailing provisions of the Companies Act, 2013 read with rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] and in modification of earlier resolution passed by the members in this behalf, the consent of the members of the Company be and is hereby accorded to enter one or more Material Related Party Transactions with Sagar International up to Rs. 3.50 Crore in the financial year 2026-27 and subject to the conditions that contract(s)/transaction(s) so carried out shall at all times be on arm’s length basis and in the ordinary course of the Company’s business.” “RESOLVED FURTHER THAT, the Board of Directors of the Company be and are hereby authorised to settle any question, difficulty or doubt that may arise with regard to giving effect to the above Resolution; sign and execute necessary documents and papers on an ongoing basis and to do and perform all such acts, deeds and things as may be necessary or in its absolute discretion deem necessary, proper, desirable and to finalize any documents and writings in this regard.” “RESOLVED FURTHER THAT, the Board be and are hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any one or more Directors of the Company or any other officer(s) or employee(s) of the Company as it may consider appropriate in order to give effect to this Resolution. ITEM NO.6: MATERIAL RELATED PARTY TRANSACTION(S) WITH PHARMA IN ALL: To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 and in accordance with the prevailing provisions of the Companies Act, 2013 read with rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof, for [Showing first 8,000 characters — download PDF for full document]