BSEAGM/EGM2d ago · 27 Jul 2026, 05:50 pm

Enclosed the notice convening 32nd Annual General Meeting on Tuesday, 25th August, 2026.

Rossell India Ltd · 533168

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Rossell India Ltd has announced the notice convening its 32nd Annual General Meeting (AGM) on August 25, 2026, to consider various business items, including the adoption of audited financial statements, dividend declaration, and re-appointment of a director and the Managing Director.

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Rossell India Ltd - 533168 - 32Nd Annual General Meeting Notice

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-:-KO:-L-KA-TA'--700-01-7 CIN. LOI132WBI994PLC063513. WEBSITE. www.rossellindia.com TEL. 91 334061 ·6082 f 6083. E·mail. corporate@rosseillea.com 27th July, 2026 The Department of Corporate Services National Stock Exchange of India Ltd. BSE Limited Listing Department, Exchange Plaza, Ground Floor, P. J. Towers Bandra-Kurla Complex Dalal Street. Fort Bandra (E), Mumbai - 400 001 Mumbai - 400051 Scrip Code: 533168 Symbol: ROSSELLIND Dear Sirs, Sub: Notice of the 32nd Annual General Meeting of the Company. Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), we enclose the Notice convening 32nd Annual General Meeting ("AGM") of Rossell India Limited ("the Company") scheduled to be held on Tuesday, 25th August, 2026 at II :00 A.M. (1ST) through two way Video Conference (VC)I Other Audio Visual Means (OA VM) facility, in compliance with General Circular No. 03/2025 dated 22nd September, 2025 read with para 3 and 4 of General Circular No. 20/2020 dated 5th May, 2020 issued by Ministry of Corporate Affairs. The Notice of the AGM, forming part of the Annual Report 2025-2026 is available on the website of the Company at www.rossellindia.com as well as on the website of the National Securities Depository Limited at www.evoting.nsdl.com.This Annual Report has already been forwarded to you earlier this afternoon. You are requested to take the above on records. Y()urs laithfully, For ROSSELL INDIA LTD. NIRMAL KUMAR KHURANA DIRECTOR (FINANCE) AND COMPANY SECRETARY Ene!: As ab(lw Rossell India Limited Notice NOTICE is hereby given that the Thirty Second Annual General Meeting (AGM) of the Members of Rossell India Limited will be held on Tuesday, 25th August, 2026, at 11:00 A.M. through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”), to transact the following businesses: ORDINARY BUSINESS 1. To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon; 2. To declare Dividend of ` 0.40 per Equity Share of ` 2 each for the Financial Year ended 31st March, 2026. 3. To appoint a Director in place of Mr. Harsh Mohan Gupta (DIN - 00065973), who retires by rotation, and, being eligible, offers himself for re- appointment. SPECIAL BUSINESS 4. Fixation of overall maximum remuneration payable to Managerial Personnel To consider and, if thought fit, to pass the following resolution as a Special Resolution “RESOLVED THAT in supersession of the resolution passed by the Members of the Company at the 29th Annual General Meeting of the Company held on 3rd August, 2023 and pursuant to the provisions of Section 197 and other applicable provisions, if any of the Companies Act, 2013 (the Act), read with rules made thereunder and Schedule V to the Act, the applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactments thereof, for the time being in force) and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors (“the Board”) and subject to such approvals, if any, consent of the Members of the Company be and is hereby accorded that the remuneration payable to all its Directors, including Managing Director or Whole Time Director(s) and the overall remuneration payable to each such Directors including the commission payable to all the Directors on the Board in any financial year, may exceed the respective overall limits as stipulated under Section 197 or other provisions, if any, of the Act from time-to-time.” “FURTHER RESOLVED THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or expedient in the interest of the Company and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company.” 5. Re-appointment of Mr. Harsh Mohan Gupta (DIN- 00065973) as the Managing Director, designated as Executive Chairman and Managing Director 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, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or amendment(s) thereto or re - enactments thereof, for the time being in force) and based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee and the Board of Directors (“the Board”) of the Company, consent of the Members of the Company be and is hereby accorded to the re-appointment of Mr. Harsh Mohan Gupta (DIN - 00065973), as the Managing Director designated as Executive Chairman and Managing Director, for a further period of 3 (Three) years commencing from 1st April, 2027 to 31st March, 2030 on the terms and conditions, including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, with the liberty to the Board to alter and vary the terms and conditions of the said re-appointment in such manner as may be agreed upon between the Board and Mr. Harsh Mohan Gupta during the period of his re-appointment.” “FURTHER RESOLVED THAT pursuant to the provisions of section 196(3) of the Companies Act, 2013 and based on the recommendation of the Nomination and Remuneration Committee as well as Board of Directors, the consent of the Members be and is hereby accorded to Mr. Harsh Mohan Gupta (DIN - 00065973), to hold the office of the Managing Director designated as Executive Chairman and Managing Director, even though he has attained the age of 70 years at the time of his re-appointment.” “FURTHER RESOLVED THAT in the event of absence of profits or inadequate profits in any financial year, the salary, allowances and perquisites as set out in the explanatory statement forming part of this resolution be paid as minimum remuneration to Mr. Harsh Mohan Gupta.” “FURTHER RESOLVED THAT Mr. Harsh Mohan Gupta be entitled and paid the remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, notwithstanding that it exceeds the various stipulated limits of the provisions of the Act or the rules related thereto during any financial year.” 2 | Annual Report 2025-2026 Statutory Reports Financial Statements Notice “FURTHER RESOLVED THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or expedient in the interest of the Company and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the Company.” 6. Re-appointment of Ms. Samara Gupta (DIN - 09801530) as a Whole time Director 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, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (incl [Showing first 8,000 characters — download PDF for full document]