Shareholders meeting

To, To, The Secretary, Listing Department The Manager-Listing Department BSE Limited, The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Dalal Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Street, Fort, Mumbai - 400001, Bandra Kurla Complex, Bandra (E), Mumbai - Maharashtra, Bharat. 400051, Maharashtra, Bharat. Respected Sir/Madam, Subject: Submission of Notice of 13th Annual General Meeting (AGM) of the Company. Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached Notice of 13th Annual General Meeting of the Company for the financial year 2025-2026. The Notice is also uploaded on the Company’s website at www.axitacotton.com. This is for your information and record. Thanking you, Yours faithfully, For, Axita Cotton Limited Shyamsunder Panchal Company Secretary and Compliance Officer Place: Ahmedabad Memb. No. A50793 Date: 05-09-2026 NOTICE OF THE 13th ANNUAL GENERAL MEETING Notice is hereby given that the 13th (Thirteenth) Annual General Meeting (AGM) of the Members of Axita Cotton Limited will be held on Wednesday, September 30, 2026 at 02:30 P.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following businesses: The venue of the meeting shall be deemed to be the Registered Office of the Company at Survey No. 324 357 358 Kadi Thol Road Borisana, Mahesana, Kadi -382715, Gujarat, Bharat ORDINARY BUSINESSES: 1. ADOPTION OF AUDITED FINANCIAL STATEMENTS: To receive, consider and adopt: a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon. 2. DECLARATION OF FINAL DIVIDEND: To declare Final Dividend on equity shares for the financial year ended on March 31, 2026 and in this regard, to consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT a Final dividend of 5% i.e. Rs. 0.05/- per Equity Shares of Rs. 1 each fully paid-up of the Company as recommended by the Board of Directors, be and is hereby declared out of the profits of the Company for the Financial Year ended on March 31, 2026.” 3. TO CONSIDER RE-APPOINTMENT OF MR. NITINBHAI GOVINDBHAI PATEL (DIN: 06626646): To appoint a Director in place of Mr. Nitinbhai Govindbhai Patel (DIN: 06626646), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, seeks re-appointment. 4. APPOINTMENT OF STATUTORY AUDITORS OF THE COMPANY AND 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 provisions of Section 139,142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing Regulations”) (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), and the applicable Accounting and Auditing Standards issued by the Institute of Chartered Accountants of India (ICAI), and based on the recommendation(s) of the Audit Committee and the Board of Directors of the Company (“Board”), the consent of the Members of the Company be and is hereby accorded for the appointment of M/s. DTA & Associates, Chartered Accountants, (FRN: 140825W & Peer Review Certificate No. 022772) (“the Firm”), be and are hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused due to 13th Annual Report FY 2025-2026 203 resignation of M/s P K N & Co., Chartered Accountants (Firm Registration No. 137148W), to hold the office for a period of five (5) consecutive the Financial Year from 2026-2027 to the Financial Year 2030-2031, at a remuneration as may be mutually agreed between the Board of Directors /Audit Committee and the Statutory Auditors as per details set out in the Explanatory Statement annexed hereto. RESOLVED FURTHER THAT the approval of the members be and is hereby accorded to the Board of Directors and/or Audit Committee to finalize and revise, as may be necessary, the terms and conditions of appointment, including remuneration, and to engage the Statutory Auditors for any other services, reports, certifications, or opinions, to the extent permissible under the Companies Act, 2013, SEBI Regulations, other applicable statutory or regulatory provisions, and the relevant Accounting and Auditing Standards issued by ICAI. RESOLVED FURTHER THAT the Board and/or any Director of the Company, be and is hereby authorised, severally, to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things, as may be considered necessary, desirable and expedient to give effect to this Resolution and/ or otherwise considered by them to be in the best interest of the Company.” SPECIAL BUSINESSES: 5. RE-APPOINTMENT OF MR. VINOD KANUBHAI RANA, (DIN: 08160972) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND TERM OF 5 (FIVE) CONSECUTIVE YEARS: To consider and, if thought fit, to pass the following resolution with or without modification(s) as a Special Resolution: “RESOLVED THAT, pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Appointment & Qualification of Directors) Rules, 2014, read with Schedule IV to the said Act, and Regulation 17, 25 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, as amended from time to time, and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, Mr. Vinod Kanubhai Rana, (DIN: 08160972), who has submitted a declaration that he meets the criteria prescribed for Independent Directors under Section 149(6) of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, be and is hereby re-appointed as an Independent Director of the Company (whose directorship is not liable to retirement by rotation), to hold office for a second term of five consecutive years, with effect from February 22, 2027 to February 21, 2032 in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director. RESOLVED FURTHER THAT the Board of Directors / Key Managerial Personnel of the Company be and are hereby authorised to do all such acts, deeds and things and execute all such documents, instruments, and writings as may be required to give effect to the aforesaid resolution. RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby authorised to issue a certified true copy of the aforesaid resolution wherever necessary.”. 204 13th Annual Report FY 2025-2026 6. TO RATIFY THE REMUNERATION OF THE COST AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR 2026-2027: To consider and, if thought fit, to pass the following resolution with or without modification(s) 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 the Companies (Audit and Auditors) Rules, 2014, Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the members be and is hereby accorded to ratify the remuneration of Rs. 35,000 (Rupees Thirty Five Thousand) plus applicable taxes thereon, besides reimbursement of out of pocket [Showing first 8,000 characters — download PDF for full document]