Pursuant to Regulation 30 of SEBI (LODR), 2015, please find enclosed herewith electronic copy of the Notice of the 145th AGM for the FY 2025-26 being sent today i.e., 18th August, 2026 ....

18th August, 2026 BSE Limited, Phiroze Jeejeebhoy Towers, Dalal St, Kala Ghoda, Fort, Mumbai – 400001 BSE Code NO. 506530 Subject: Submission of Notice convening 145th Annual General Meeting of Kemp & Company Limited for the Financial Year 2025-26 Dear Sir/Madam, Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) (“LODR”) Regulations, 2015, please find enclosed herewith electronic copy of the Notice of the 145th Annual General Meeting (AGM) for the financial year 2025-26 (“Annual Report”), being sent today i.e. 18th August, 2026 by email to those Members whose email addresses are registered with the Company/Depository Participant(s). The Notice of the AGM is given on page no. 2 to 19 forming part of the Annual Report 2025-26 which are being filed separately for Stock Exchange disclosure purposes under Regulation 34 of SEBI (LODR) Regulations, 2015. Please take the above on your record and disseminate the same for the information of investors. Thanking you, Yours faithfully, For Kemp & Company Limited Karan Gudhka Company Secretary Encl.: As above KEMP & COMPANY LIMITED NOTICE NOTICE is hereby given that the 145th Annual General Meeting (“AGM”) of the Members of KEMP & COMPANY LIMITED will be held on Friday, 11th September, 2026, at 3:00 p.m. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To receive, 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 the Auditors thereon. 2. To appoint a Director in place of Mr. Mahendra Kumar Arora (DIN: 00031777), Non-Executive, Non-Independent Director, who retires by rotation and being eligible, seeks re-appointment. SPECIAL BUSINESS: 3. To consider Continuation of Directorship of Mr. Mahendra Kumar Arora (DIN: 00031777) as Non-Executive, Non- Independent Director of the Company. To consider and if thought fit, to pass the following resolution as Special Resolution: “RESOLVED THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as amended from time to time and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and Rules made there under including any statutory modification(s) or re-enactment thereof, consent of the members of the Company be and is hereby accorded for continuation of Mr. Mahendra Kumar Arora (DIN: 00031777), who has already attained 75 years of age, as a Non-Executive, Non-Independent Director of the Company, liable to retire by rotation.” 4. To approve Material Related Party Transactions of the Company with VIP Industries Limited. To consider and if thought fit, to pass the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time, Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the Listing Regulations”), as amended from time to time, read with SEBI Master Circular and the Company’s Policy on materiality of and dealing with related party transactions, and in accordance with the recommendation of the Audit Committee and the Board, approval of the members be and is hereby accorded on an omnibus basis to material related party transactions that the Company shall enter into with VIP Industries Limited, a related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, on such terms and conditions as the Board of Directors may deem fit up to a maximum aggregate value of Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakhs only) per annum for a period of 5 consecutive financial years with effect from Financial Year 2026-27 till Financial Year 2030-31, which inter-alia are in the nature of sale of goods and services, payment of license fees for the property given on leave & license basis and any other transfer of resources, services or obligation to meet the objectives or requirement (“Transactions”). RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalising and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.” KEMP & COMPANY LIMITED 5. To approve Material Related Party Transactions of the Company with Piramal Vibhuti Investments Limited. To consider and if thought fit, to pass the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time, Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the Listing Regulations”), as amended from time to time, read with SEBI Master Circular and the Company’s Policy on materiality of and dealing with related party transactions, and in accordance with the recommendation of the Audit Committee and the Board, approval of the members be and is hereby accorded on an omnibus basis to material related party transactions that the Company shall enter into with Piramal Vibhuti Investments Limited, a related party within the meaning of Section 2(76) of the Act and Regulation 2(1) (zb) of the Listing Regulations, on such terms and conditions as the Board of Directors may deem fit up to a maximum aggregate value of Rs. 2,00,00,000/- (Rupees Two Crores only) per annum for a period of 5 consecutive financial years with effect from Financial Year 2026-27 till Financial Year 2030-31, which inter-alia are in the nature of paying the rent and maintenance charges for the property taken on monthly tenancy and any other transfer of resources, services or obligation to meet the objectives or requirement (“Transaction”). RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as ‘Board’ which term shall be deemed to include the Audit Committee of the Board and any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion and to take all such steps as may be required in this connection including finalising and executing necessary contract(s), arrangement(s), agreement(s) and such other documents as may be required, seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel of the Company and to resolve [Showing first 8,000 characters — download PDF for full document]