Shareholders meeting

Ref.No: SEC26044 25th June 2026 National Stock Exchange of India Limited BSE Limited Bandra Kurla Complex P.J.Towers Bandra East Dalal Street Mumbai – 400 051. Mumbai – 400 001. Scrip symbol: RAJSREESUG Scrip code: 500354 Sirs, Sub: Notice of the 40th Annual General Meeting scheduled for 23rd July 2026 We hereby inform you that the 40th Annual General Meeting of the Members of the Company is scheduled to be held on Thursday, 23rd July 2026 at 11.00 AM through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The Registered Office of the Company at 1GV, 360, Kamaraj Road, Uppilipalayam, Coimbatore – 641015, Tamil Nadu shall be deemed to be the venue of the AGM. Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose the Notice of the AGM. Kindly take the same on record. Thanking you For and on behalf of RAJSHREE SUGARS & CHEMICALS LIMITED M Ponraj Company Secretary Membership No.A29858 Enc: As above Rajshree Sugars & Chemicals Limited CIN: L01542TZ1985PLC001706 r s c l@rajshreesugars.com 1GV, 360, Kamaraj Road, Uppilipalayam, GSTIN: 33AABCR4179D1ZL www.rajshreesugars.com Coimbatore - 641015, Tamil Nadu, India T: +91-422-2580981-82 Chennai Theni Mundiyampakkam Gingee SUGARS & CHEMICALS LIMITED RAJSHREE SUGARS & CHEMICALS LIMITED Registered Office: 1GV, 360, Kamaraj Road, Uppilipalayam, Coimbatore - 641 015 Tel (0422) 2580981-82 CIN: L01542TZ1985PLC001706 E-Mail: rscl@rajshreesugars.com; Website: www.rajshreesugars.com NOTICE TO THE MEMBERS Notice is hereby given that the 40th Annual General Meeting (AGM) of the Members of Rajshree Sugars & Chemicals Limited will be held on Thursday, 23rd July 2026 at 11 AM at the Registered office of the Company at 1GV, 360, Kamaraj Road, Uppilipalayam, Coimbatore - 641015 (deemed venue) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business: ORDINARY BUSINESS: 1) Adoption of the audited financial statements of the Company for the financial year ended 31st March 2026, together with the Board's Report and the Auditors' Report thereon. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED that the audited financial statements of the Company for the financial year ended 31st March 2026, comprising the Balance Sheet as at 31st March 2026, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, together with the notes forming part thereof, and the Board's Report and the Auditors' Report thereon, as circulated to the Members and presented to the meeting, be and are hereby considered, approved and adopted." 2) Reappointment of Mr. R. Varadarajan (DIN: 00001738), Director, retiring by rotation To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. R. Varadarajan (DIN: 00001738), Director of the Company (currently designated as Wholetime Director), who retires by rotation at this 40th Annual General Meeting and, as recommended by the Nomination and Remuneration Committee (NRC) and the Board of Directors, being eligible and having offered himself for reappointment, be and is hereby reappointed as a Director of the Company, liable to retire by rotation." 3) Appointment of Statutory Auditors for five financial years from 2026-27 to 2030-31: To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the recommendation of the Audit Committee and the Board of Directors, M/s. Karthikeyan & Jayaram, Chartered Accountants, Coimbatore (Firm Registration No. 007570S), be and are hereby appointed as the Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 40th Annual General Meeting until the conclusion of the 45th Annual General Meeting of the Company, covering the five financial years (FY) from FY 2026-27 to FY 2030-31, in the place of M/s. S. Krishnamoorthy & Co., Chartered Accountants (Firm Registration No. 001496S), the present Auditors of the Company, who complete their second consecutive term at the close of the ensuing 40th Annual General Meeting.” "RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to fix and revise the statutory audit fee payable to the Statutory Auditors, based on the recommendation of the Audit Committee, in consultation with the Statutory Auditors, exclusive of applicable taxes and reimbursement of out-of-pocket expenses.” “RESOLVED FURTHER that the fees payable to the Statutory Auditors for other permitted services, including certification and taxation-related matters but excluding such services specifically prohibited under Section 144 of the Act, subject to the approval of the Audit Committee, and the Audit Committee be and is hereby authorised to empower any Director or Key Managerial Personnel or any other Officer of the Company to negotiate, determine and finalise such fees from time to time and on a case-to-case basis, in consultation with the said Auditors.” 40th Annual Report 2025 - 26 1 SUGARS & CHEMICALS LIMITED SPECIAL BUSINESS: 4) Reappointment of Mr. R. Varadarajan (DIN : 00001738) as Wholetime Director for a period of five years from 5th June 2026. To consider and if thought fit, to pass the following resolution as a Special Resolution: "RESOLVED that pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, the approval of the shareholders be and is hereby accorded for the reappointment of Mr. R. Varadarajan (DIN: 00001738) as a Wholetime Key Managerial Personnel in the position of Wholetime Director of the Company for a period of five years with effect from 5th June 2026, including his continuation as Wholetime Director after attaining the age of 70 years during the said tenure, and for payment of remuneration as detailed below: a) Salary of `10,00,000/- (Rupees Ten Lakhs only) per month on a consolidated basis. b) 10% of monthly salary as variable pay on an annualised basis. c) Encashment of earned leave at the end of each year. d) Leave Travel Allowance of ` 5,00,000 (Rupees Five Lakhs only) per annum. e) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service. f) Provision of Company's mobile phone and telephone at his residence for official purposes. g) Provision of Company's car with driver for official purposes. Personal use of car, if any, shall be billed to and paid for by the Director.” “RESOLVED FURTHER that the above remuneration shall be payable as minimum remuneration in the event of loss or inadequacy of profits in any financial year and in the event of such loss or inadequacy arising for more than three financial years during such tenure it shall be subject to such further approvals as may be required under Schedule V to the Companies Act, 2013." 5) Ratification of remuneration payable to M/s. S. Mahadevan & Co., Cost Auditors (Firm Registration No. 000007), for the financial year ending 31st March 2027. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to Section 148 and other applicable provisions of the Companie [Showing first 8,000 characters — download PDF for full document]