Shareholders meeting

NOTICE NOTICE is hereby given that the TWENTY-SIXTH ANNUAL GENERAL MEETING of the Members of SUMITOMO CHEMICAL INDIA LIMITED will be held through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) on Monday, the 27 July 2026 at 02:30 P.M. to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended 31 March 2026 together with the Reports of the Board of Directors and Auditors thereon. 2. To declare a dividend on equity shares. 3. To appoint a director in place of Dr Suresh Ramachandran (DIN: 03110244), who retires by rotation and, being eligible, offers himself for reappointment. SPECIAL BUSINESS: 4. To reappoint Mr N Sivaraman as an Independent Director and in this regard to consider, and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT, pursuant to the provisions of Sections 149, 150, 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV to the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), Mr N Sivaraman (DIN: 00001747), who was appointed as an Independent Director of the Company by the members with effect from 01 September 2024 for a period of 2 (two) consecutive years and whose first term as Independent Director expires on 31 August 2026, and who is eligible for reappointment as Independent Director as per the provisions of the Act and Rules framed thereunder and LODR and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby reappointed as an Independent Director of the Company for the second term to hold office for 3 (three) consecutive years for a period from 01 September 2026 up to 31 August 2029. RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts and take all such steps, as it may, in its absolute discretion, deem necessary, proper, expedient or desirable for the purpose of giving effect to this resolution, and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to this resolution.” 5. To appoint Mr Anand Mohan Tiwari as an Independent Director and in this regard to consider, and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT, pursuant to the provisions of Sections 149, 150, 152 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule IV to the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), Mr Anand Mohan Tiwari (DIN: 02986260), who is eligible for appointment as Independent Director as per the provisions of the Act and Rules framed thereunder and LODR and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for 2 (two) consecutive years effective from 31 August 2026 up to 30 August 2028. RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts and take all such steps, as it may, in its absolute discretion, deem necessary, proper, expedient or desirable for the purpose of giving effect to this resolution, and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to this resolution.” 6. To appoint Mr Chetan Shah as Non-Executive Non-Independent Director and in this regard to consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provisions of Section 152 read with all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the members hereby accord their approval to appoint Mr Chetan Shah (DIN: 00488127), in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a member proposing his candidature for the office of Director as a Non-Executive Non-Independent Director of the Company with effect from 01 September 2026, who shall be liable to retire by rotation.” 26 Sumitomo Chemical India Limited Corporate Overview Statutory Reports Financial Statements 7. To promote Dr Suresh Ramachandran, Deputy Managing Director, to the position of Managing Director and in this regard 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 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and pursuant to the resolution passed by the Board of Directors of the Company (“Board”) and subject to all such consents, sanctions, approvals and permissions as may be required and further subject to such conditions and modifications as may be imposed or prescribed by any authority while granting such consents, sanctions, approvals and permissions, and as are agreed to by the Board, which term shall, unless repugnant to the context or meaning thereof, be deemed to include any committee thereof and any person authorised by the Board in this behalf, the members, in partial modification of their earlier special resolutions passed at the annual general meeting held on 28 July 2023 to approve appointment of Dr Suresh Ramachandran as Whole-time Director for the period from 01 June 2023 up to 31 May 2028, and at the annual general meeting held on 30 July 2024 to promote Dr Suresh Ramachandran to the position of Deputy Managing Director of the Company with effect from 01 September 2024 for the remainder period of his existing tenure i.e. up to 31 May 2028, hereby accord their approval to promote Dr Suresh Ramachandran (DIN: 03110244) to the position of Managing Director of the Company with effect from 01 September 2026 for the remainder period of his existing tenure i.e. up to 31 May 2028, who shall not be liable to retire by rotation, on the terms and conditions including as to remuneration as set out in the second supplement to Contract (“Contract”) to be executed between the Company and Dr Suresh Ramachandran, a draft whereof is duly initialed for the purpose of identification and which Contract is hereby specifically sanctioned and approved, with liberty to the Board to alter and vary terms and conditions of the compensation, but so as not to exceed the aggregate compensation as set out in the Contract. RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts and take all such steps, as it may, in its absolute discretion, deem necessary, proper, expedient or desirable for the purpose of giving effect to this resolution, and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to this resolution.” 8. To approve payment of advisory fees, commission and sitting fees to Mr Chetan Shah, Non-Executive Non-Independent Director, and in this regard to consider, and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT, pursuant to Regulation 17(6)(ca) of SEBI [Showing first 8,000 characters — download PDF for full document]