Shareholders meeting

June 24, 2026 To, To, The Manager (DCS/Compliance) The Manager (Compliance/Listing) BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra-Kurla Complex, Dalal Street, MUMBAI- 400 001 Bandra (East), MUMBAI- 400 001 BSE Scrip Code: 507794 NSE Symbol: KHAICHEM Sub: Notice of 44th Annual General Meeting under Regulation 30 of the SEBl (Listing Obligations and Disclosure Requirements) Regulation, 2015. Dear Sir/Ma’am, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, we are enclosing herewith Notice of 44th Annual General Meeting of the Company for the Financial Year 2025-26 to be held on Tuesday, 21st July, 2026 at 11:00 A.M. through Video Conferencing / Other Audio Visual Means, in compliance with all applicable provisions of the Companies Act, 2013 and as per relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. The aforesaid notices have also been sent to all eligible shareholders through electronic means and are also available on the website of the Company at www.kcfl.co.in This is for your information and record. Thanking you, Yours faithfully, For KHAITAN CHEMICALS AND FERTILIZERS LIMITED Sejal Maheshwari Company Secretary & Compliance Officer Membership No- F13942 KHAITAN CHEMICALS AND FERTILIZERS LIMITED KHAITAN CHEMICALS AND FERTILIZERS LIMITED CIN: L24219MP1982PLC004937 Regd. Office: A. B. Road, Village Nimrani, Dist. Khargone- 451569 (M.P.) E-mail: secretarial@kcfl.in, Website: www.kcfl.co.in Phone: 0731- 4753666 NOTICE OF 44TH ANNUAL GENERAL MEETING NOTICE is hereby given that the Forty-Fourth Annual General Meeting of debentures, commercial papers, long/short term loans, suppliers’ credit, ‘KHAITAN CHEMICALS AND FERTILIZERS LIMITED’ will be held on securitized instruments such as floating rate notes, fixed rate notes, Tuesday, 21st July, 2026 at 11:00 A.M. through Video Conferencing (“VC”) / syndicated loans, commercial borrowing from the private sector window Other Audio Visual Means (“OAVM”) to transact the following business: of multilateral financial institution, either in rupees and/or in such other ORDINARY BUSINESS: foreign currencies as may be permitted by law from time to time, and/or 1. To receive, consider and adopt the Audited Financial Statements of the any other instruments/securities or otherwise and whether unsecured or Company for the financial year ended March 31, 2026, including the secured by mortgage, charge, hypothecation or lien or pledge of the Audited Balance Sheet as at March 31, 2026, and the statement of profit Company’s assets, licenses and properties, whether immovable or and loss for the financial year ended on that date, the Cash Flow movable and all or any of the undertaking of the Company, Statement for the financial year ended on that date and the Reports of notwithstanding that the moneys to be borrowed together with the the Board of Directors’ and Auditors’ thereon. moneys already borrowed by the Company (apart from temporary loans 2. To appoint a director in place of Shri Praveen Uniyal (DIN: 08714038), obtained from the Company’s bankers in the ordinary course of who retires by rotation and being eligible offers himself for re- business) will exceed the aggregate of the paid-up capital of the appointment. Company, its free reserves and securities premium, that is to say, reserves not set apart for any specific purpose, so that the total amount 3. To declare Dividend of Re. 0.05/- per equity share i.e. 5% on face value up to which the moneys may be borrowed by the Company and of Re. 1/- each for the Financial Year ended March 31, 2026 outstanding at any time shall not exceed the sum of `800 Crores/- SPECIAL BUSINESS: (Rupees Eight Hundred Crores Only); 4. To ratify the remuneration of Cost Auditors for the financial year RESOLVED FURTHER THAT for the purpose of giving effect to the above ended March 31, 2027. resolution, the Board of Directors (including any Committee of the Board) To consider and if thought fit, to pass, with or without modification(s), the and Key Managerial Personnel of the Company be and are hereby following resolution as an Ordinary Resolution. severally authorised to do all such acts, deeds, matters and things as they “RESOLVED THAT pursuant to the provisions of Section 148 and all may, in their absolute discretion, deem necessary, proper or desirable for other applicable provisions of the Companies Act, 2013 and the such purpose, including to make any filings, furnish any returns or submit Companies (Audit and Auditors) Rules, 2014 (including any statutory any other documents to any government, statutory or regulatory modification(s) or re-enactment thereof, for the time being in force), and authorities as may be required, to settle any question, difficulty or doubt pursuant to the recommendation of the Audit Committee and approval of and to negotiate, finalize and execute all agreements, documents, papers, the Board of Directors, the remuneration of Rs. 3,50,000/- plus taxes as instruments and writings as they may deem necessary, proper, desirable applicable and reimbursement of actual travel and out of pocket or expedient and to give such directions and/or instructions as they may expenses for the financial year ending March 31, 2027, to be paid to M/s. from time to time decide and give effect to such modifications, M.P. Turakhia & Associates, Cost Accountants, for the conduct of the terminations, changes, variations, alterations, deletions and/or additions cost audit of the Company’s Fertilizer manufacturing units at Nimrani, as regards the terms and conditions as may be required; and any Nimbahera, Jhansi, Malwan, Rajnandgaon & Dahej and Chemicals & documents so executed and delivered or acts and things done or caused Speciality Chemicals manufacturing units at Nimrani, Jhansi, Malwan & to be done shall be conclusive evidence of the authority of the Company in Rajnandgaon, be and is hereby ratified and confirmed; so doing and any document so executed and delivered or acts and things RESOLVED FURTHER THAT the Board of Directors of the Company done or caused to be done prior to the date hereof are hereby ratified, (including its Committee thereof) and/or CS Sejal Maheshwari, confirmed and approved as the act and deed of the Company, as the case Company Secretary & Compliance Officer, be and are hereby severally may be; authorised to do all such acts, deeds and things as may be considered RESOLVED FURTHER THAT duly certified copies of the above resolution necessary, proper or expedient to give effect to this resolution.” be furnished to any government, statutory or regulatory authority as may 5. To approve the increase in the borrowing limits under Section be required from time to time.” 180(1)(c) of the Companies Act, 2013. 6. To approve the power for creation of charge on the assets of the To consider and if thought fit, to pass, with or without modification(s), the Company to secure borrowings up to ‘800 Crores pursuant to following resolution as a Special Resolution: section 180(1)(a) of the Companies Act, 2013. “RESOLVED THAT in supersession of all earlier resolutions passed by To consider and if thought fit, to pass, with or without modification(s), the the members of the Company in this regard and pursuant to the following resolution as a Special Resolution: provisions of Section 180(1)(c) and other applicable provisions, if any, of “RESOLVED THAT in supersession of all earlier resolutions passed by the Companies Act, 2013 and the rules made thereunder, each as the members of the Company in this regard and pursuant to the provisions amended (the “Companies Act”) and the Articles of Association of the of Section 180(1)(a) and other applicable provisions, if any, of the Company and subject to such other approvals and permissions as may Companies Act, 2013, as amended from time to time, and the rules made be require [Showing first 8,000 characters — download PDF for full document]