Annual Report for the F.Y.E. 31st March 2026.

Kanoria Chemicals & Industries Limited CIN: L24110WB1960PLC024910 Registered Ofce: “KCI Plaza”, 6th Floor, 23-C, Ashutosh Chowdhury Avenue, Kolkata – 700 019 Phone: (033) 4031 3200 Email: investor@kanoriachem.com, Website: www.kanoriachem.com Notice to the Shareholders NOTICE is hereby given that the 66th Annual General Meeting of the Members of Kanoria Chemicals & Industries Limited will be held on Wednesday, the 2nd September, 2026 at 11.00 A.M. through Video Conference (“VC”)/Other Audio Visual Means (“OAVM”) to transact the following business(es): ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements (including the Consolidated Financial Statements) of the Company for the nancial year ended 31st March 2026 and the Reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Shri Hemant Kumar Khaitan (DIN: 00220049) who retires by rotation and, being eligible, offers himself for re- appointment as Director of the Company. SPECIAL BUSINESS 3. Re-Appointment of Smt. Suhana Murshed (DIN 08572394), as Independent Director of the Company for a term of 5 years w.e.f. June 29, 2026 To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED that pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Companies (Appointment and Qualication of Directors) Rules, 2014 (including any statutory modication(s) or re-enactments thereof for the time being in force), Regulation 17 and other and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of the Directors of the Company, the consent of the members of the Company be and is hereby accorded for re-appointment of Smt. Suhana Murshed (DIN 08572394), who has submitted a declaration that she meets the criteria of independence as provided in Section 149(6) of the Act along with the rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, and who is eligible for re-appointment as a Non-Executive, Independent Director of the Company, for a period of 5 (ve) consecutive years with effect from 29th June 2026 to 28th June 2031 (both days inclusive), and she shall not be liable to retire by rotation.” RESOLVED FURTHER that pursuant to the provisions of Sections 149, 197, and other applicable provisions of the Act and the Rules made thereunder, Smt. Suhana Murshed, shall be entitled to receive the remuneration/ fees/ commission as permitted to be received in the capacity of Non-Executive, Independent Director under the Act and Listing Regulations, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, from time to time. RESOLVED FURTHER that the Board of Directors be and are hereby authorised to do and perform all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution and all acts, done by and with the authority of the Board of Directors of the Company in this matter be and are hereby also conrmed and ratied. 4. Ratification of Remuneration to Cost Auditors of the Company. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modications or re-enactment thereof, for the time being in force), the remuneration of Rs. 1,65,000/- (Rupees One Lakh Sixty Five Thousand only) plus applicable taxes and reimbursement of travelling and other incidental expenses to be incurred by them in the course of cost audit payable to M/s. N. D. Birla & Co., Cost Accountants (Firm Registration No. 000028), appointed as the Cost Auditors by the Board of Directors of the Company on the recommendation of the Audit Committee, for conducting the audit of the cost records of the Company for the nancial year ending on 31 March 2027, be and is hereby ratied and conrmed. RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” Registered Office KCI Plaza, 6th Floor, 23C Ashutosh Chowdhury By Order of the Board of Directors Avenue, Kolkata – 700 019 Pratibha Jaiswal Date: 25th May, 2026 Company Secretary Place: Kolkata Membership No.: 33981 Kanoria Chemicals & Industries Limited NOTES 1. The Ministry of Corporate Affairs (“MCA”) has vide its circular dated September 19, 2024 (“MCA Circular”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the MCA Circular, the AGM of the Company is being held through VC / OAVM. Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the aforesaid Circulars, the 66th Annual General Meeting of the Company will be conducted through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”) and the businesses set out in the Notice will be transacted by the Members only through remote e-voting or through the e-voting system provided during the Meeting while participating through VC/OAVM facility. Further, for the purpose of technical compliance of the provisions of Section 96(2) of the Companies Act, 2013, the registered ofce of the Company at “KCI Plaza”, 6th Floor, 23C, Ashutosh Chowdhury Avenue, Kolkata - 700 019 where the Company is domiciled, is deemed to be the place of holding of the AGM. 2. Company has engaged the services of National Securities Depository Limited (“NSDL”) as the Agency for providing facility for remote e- voting, participation in the AGM through VC/OAVM and e-voting during the AGM in terms of said 'MCA Circulars. 3. The relevant Explanatory Statement pursuant to Section 102 of the Act, setting out material facts in respect of special businesses under item nos. 3 and 4 of the Notice, is annexed hereto. 4. Details pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in respect of the Directors seeking appointment / re-appointment at this AGM are also annexed. 5. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence, Proxy Form and Attendance Slip including Route Map are not annexed to this Notice. 6. DISPATCH OF ANNUAL GENERAL MEETING NOTICE AND ANNUAL REPORT THROUGH EMAIL AND REGISTRATION OF EMAIL IDs: i. In compliance with MCA and SEBI Circulars as stated earlier and owing to the difculties involved in dispatching of physical copies of the nancial statements including Board's Report, Auditor's Report or other documents required to be attached therewith (together referred to as Annual Report), the Annual Report for FY 2025-26 and Notice of AGM inter-alia, indicating the process and manner of voting through electronic means are being sent in electron [Showing first 8,000 characters — download PDF for full document]