Shareholders meeting

Date 27 June 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Block G, C/1, Bandra Kurla Phiroze Jeejeebhoy Towers, Complex, Bandra (E), Mumbai – 400051 Dalal Street, Mumbai – 400001 Symbol: SAPPHIRE Scrip Code: 543397 Dear Sir/ Madam, Subject: Notice of 17th Annual General Meeting (AGM) alongwith Annual Report for the Financial year 2025-26 of Sapphire Foods India Limited (“Company”). This is in furtherance to our letter dated 26 June 2026, whereby the Company has given th Tuesday, 21st July 2026 at 05:00 p.m. (IST) intimation of 17 Annual General Meeting (“AGM”) of the Shareholders of Sapphire Foods India Limited (“Company”) scheduled on through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder (“Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable circulars as issued by “Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”), in relation to the subject matter. In connection with the aforesaid, enclosed herewith the Notice convening 17 AGM and Annual Report of the Company for the Financial year 2025-26, which is being sent to the members through electronic mode. The same are also available on the website of the Company and can be accessed using the below given links: AGM Notice Click here to view AGM Notice Annual Report Click here to view Annual Report 2025-2026 You are requested to kindly take the above on record and disseminate the same on exchange website. Thanking you, For Sapphire Foods India Limited Yours faithfully, Sachin Dudam Company Secretary and Compliance Officer Encl: Sapphire Foods India Limited +91 022 67522300 CIN: L55204HR2009PLC145722 info@sapphirefoods.in www.sapphirefoods.in Registered Office: SCO 328, Sector - 9, Panchkula -134109, Haryana Corporate Office: 702, Prism Tower, A-Wing, Mindspace, Link Road, Goregaon (W), Mumbai- 400062 NOTICE 1 SAPPHIRE FOODS INDIA LIMITED Registered Office: SCO 328, Sector - 9, Panchkula - 134109, Haryana. Corporate Office: 702, Prism Tower, A Wing, Mindspace, Link Road, Goregaon (West), Mumbai - 400062 Corporate Identification Number (CIN): L55204HR2009PLC145722 Tel. No.: 022 67522300 Email ID: investor@sapphirefoods.in Website: www.sapphirefoods.in NOTICE is hereby given that the Seventeenth (17th) Annual (Listing Obligations and Disclosure Requirements) General Meeting (“AGM”) of the members of Sapphire Foods Regulations, 2015 (“Listing Regulations”), including India Limited (the “Company”) will be held on Tuesday, any amendment thereto or re-enactment thereof 21st July 2026, at 5.00 p.m. (IST) through Video for the time being in force, and in accordance with Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”), the provisions of the Articles of Association of the to transact the following businesses: Company, and based on the recommendations of Nomination and Remuneration Committee and ORDINARY BUSINESS: the Board of Directors, consent of the members of the Company be and is hereby accorded for re- 1. To receive, consider, approve and adopt: appointment of Mr. Sanjay Purohit (DIN: 00117676), a) the Audited Standalone Financial Statements Group Chief Executive Officer (‘Group CEO’) as a of the Company for the Financial Year ended Whole-time Director (‘WTD’) of the Company, not 31st March 2026, together with the Reports of liable to retire by rotation, effective immediately from the Board of Directors and the Auditors Report the expiry of his present term of office, i.e. from 23rd thereon; and July 2026 for a tenure of 5 (five) consecutive years till 22nd July 2031 (both days inclusive), and payment b) the Audited Consolidated Financial Statements of remuneration by way of salary, perquisites, of the Company for the Financial Year ended 31st allowances, benefits, incentives, etc. to Mr. Sanjay March 2026, together with the Reports of the Purohit, Whole-time Director & Group CEO on such Auditors thereon. terms and conditions including those relating to remuneration as set out in the explanatory statement 2. To appoint a Director in place of Mr. Vijay Jain (DIN: annexed to the notice convening this meeting. 11129200), who retires by rotation, in terms of Section 152 of the Companies Act, 2013 and being eligible, RESOLVED FURTHER THAT the Board of Directors offers himself for re-appointment. (hereinafter referred to as the “Board” which term shall be deemed to include any Committee thereof, 3. To appoint a Director in place of Mr. Kabir Thakur (DIN: including the Nomination and Remuneration 08422362), who retires by rotation, in terms of Section Committee (“NRC”) constituted by the Board of 152 of the Companies Act, 2013 and being eligible, Directors) be and is hereby authorized to alter/ vary/ offers himself for re-appointment. enhance/ revise the terms and conditions including remuneration payable to Mr. Sanjay Purohit, Whole- SPECIAL BUSINESS: time Director & Group CEO, from time to time, to 4. R e-appointment of Mr. Sanjay Purohit (DIN: the extent the Board may deem appropriate, without 00117676) as Whole-time Director & Group being required to seek further consent or approval CEO and approval of terms and conditions of the member(s) of the Company or otherwise to including remuneration payable to Mr. Sanjay the end and intent that they shall be deemed to have Purohit. given their approval thereto expressly by the authority of this resolution. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a RESOLVED FURTHER THAT the total managerial Special Resolution: remuneration payable to Mr. Sanjay Purohit, Whole- time Director & Group CEO, along with the other "RESOLVED THAT pursuant to the provisions of Executive and/or Non-Executive Director(s) of the Sections 2(94), 196, 197, 198 and other applicable Company, in any financial year, may exceed the provisions, if any, of the Companies Act, 2013 limits of net profits of the Company, as prescribed including the Rules made thereunder read along under Section 197 of the Act read with Schedule V of with Schedule V (hereinafter referred to as “the Act”); the Act and rules made thereunder and in the event Regulation 17 and other relevant applicable provisions of loss or inadequacy of profits in any financial year of the Securities and Exchange Board of India during the tenure of the appointment, he shall be paid 2 Future–proofing Sapphire Foods India Limited Growth Notice of 17th AGM remuneration by way of salary, perquisites, allowances, effective immediately from the expiry of his present benefits, incentives, etc. as set out in the explanatory term of office i.e. from 5th August 2026 to hold office statement, including any revisions as approved by the for a second term of 5 (five) consecutive years till Board from time to time, as minimum remuneration, 4th August 2031 (both days inclusive), on such terms in accordance with the provisions of Act. and conditions, including payment of remuneration to Mr. Sunil Chandiramani, not exceeding and within RESOLVED FURTHER THAT Mr. Sanjay Purohit, in his the limits of `40,00,000/- p.a. (excluding applicable capacity as Whole-time Director and Group CEO of taxes), as may be decided by the Board of Directors the Company, be and is hereby authorized to exercise (hereinafter referred to as the "Board" which term all such powers, functions, and responsibilities as shall be deemed to include any Committee thereof, are conferred upon or exercisable by a Whole- including the Nomination and Remuneration time/Executive Director & Group Chief Executive Committee ("NRC") constituted by the Board), from Officer/Key Managerial Personnel of the Company, time to time. in accordance with the applicable provisions of the Act, and other relevant laws, rules, regulations, and RESOLVED FURTHER THAT the above remunerati [Showing first 8,000 characters — download PDF for full document]