Submission of Notice of 45th AGM along with Annual Report 2025-26.

DENIS CHEM LAB LIMITED MANUFACTURERS OF PARENTERAL PRODUCTS [CIN: L24230GJ1980PLC003843] ADDRESS: 401 – ABHISHREE, OPP. OM TOWER, SATELLITE ROAD, AHMEDABAD – 380 015 GUJARAT, INDIA TEL.: +91 (79) 26925716, 26925719 FAX: +91 (79) 26925710 Email:denischem401@gmail.com 18th August, 2026 BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001 Company Code No. 537536 Dear Sirs; Sub: Submission of Notice of 45th Annual General Meeting and Annual Report 2025-26 Pursuant to Regulation 30 and 34(1)(a) of SEBI (LODR) Regulations, 2015, we are enclosing herewith: 1. Notice of 45th Annual General Meeting of the members of the Company 2. Annual Report for FY 2025-26. Kindly acknowledge receipt of the same. Thanking you, Yours faithfully, for DENIS CHEM LAB LIMITED HIMANSHU C. PATEL MANAGING DIRECTOR (DIN: 00087114) Encl: As above. REGD OFFICE & FACTORY: BLOCK NO. 457, VILLAGE: CHHATRAL, TAL: KALOL (N.G.) DIST: GANDHINAGAR – 382 729 GUJARAT, TEL: +91 (2764) 233596, 233613 FAX: +91 (2764) 233896 WEB: www.denischemlab.com ANNUAL REPORT 2025-26 DENIS CHEM LAB LIMITED [CIN: L24230GJ1980PLC003843] 45TH ANNUAL REPORT 2025-26 BOARD OF DIRECTORS : Mr. Dinesh Patel Chairman Dr. Himanshu Patel Managing Director Ms. Anar Patel Director Mr. Dipak Patel Independent Director Mr. Hemang Patel Independent Director Mr. Hemendrakumar Shah Independent Director MANAGEMENT TEAM : Mr. Nirmal Patel Chief Executive Officer Mr. Vikram Joshi Chief Finance Officer Ms. Anal Desai Company Secretary REGISTERED OFFICE : Block No. 457, Village: Chhatral, & FACTORY Tal: Kalol (N.G.), Dist: Gandhinagar - 382 729 STATUTORY AUDITORS : M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad SECRETARIAL AUDITORS : M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries, Ahmedabad COST AUDITORS : M/s. Kiran J. Mehta & Co., Cost Auditors, Ahmedabad BANKERS : Axis Bank Limited Bank of India REGISTRAR & SHARE : MUFG Intime India Private Limited, TRANSFER AGENTS 506-508, Amarnath Business Centre-1 (ABC-1), Besides Gala Business Centre, Near St. Xavier’s College Corner, Off C. G. Road, Ahmedabad - 380006 WEBSITE : www.denischemlab.com CONTENTS PAGE NO. Notice 3-20 Directors' Report including 21-51 Corporate Governance Report and Secretarial Audit Report Independent Auditors' Report 52-60 Balance Sheet 61 Statement of Profit & Loss 62 Cash Flow Statement 63-64 Notes Forming Part of Financial Statement 66-97 DENIS CHEM LAB LIMITED Important Communication to Members The Ministry of Corporate Affairs has taken a ‘Green Initiative in the Corporate Governance’ by allowing paperless compliances by the Compliances and has issued circulars stating that service of notice/ documents including Annual Report can be sent by email to its members. To support this green initiative of the Government in full measure, members who have not registered their email addresses, so far, are requested to register their KYC & email addresses with RTA & in respect of electronic holding with the Depository through their concerned Depository Participant. ANNUAL REPORT 2025-26 NOTICE NOTICE is hereby given that the 45TH ANNUAL GENERAL MEETING of the members/shareholders of DENIS CHEM LAB LIMITED will be held on Friday, the 25th September, 2026 at 12:00 Noon IST through Video Conferencing (“VC”) /Other Audio Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2026, the Reports of the Board of Directors and Auditors thereon. 2. To declare final dividend of Rs. 2.50 per Equity Share as recommended by the Board of Directors for the financial year ended on 31st March, 2026. 3. To appoint a director in place of Ms. Anar Patel (DIN – 01335025), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, offers herself for re-appointment. SPECIAL BUSINESS: 4. To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad (Firm Registration No. 000025), appointed as Cost Auditors by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the Financial Year 2026-27, be paid a remuneration of Rs.1,70,000/- (Rupees One Lakh Seventy Thousand Only) plus taxes as applicable and reimbursement of out of pocket expenses incurred by them in connection with the aforesaid audit.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary to give effect to this resolution.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary incidental or ancillary to give effect to this resolution, and to settle any question or doubt that may arise in this regard.” 5. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), other applicable laws/statutory provisions, if any, as amended from time to time (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), and in accordance with the recommendation of Audit Committee and the Board of Directors of the Company, M/s. Kashyap R. Mehta & Partners, Practising Company Secretaries, (FRN: P2025GJ106000 and Peer Reviewed Certificate No. 6827/2025), Ahmedabad be and are hereby appointed as Secretarial Auditors of the Company for a term of five (5) consecutive years to conduct the Secretarial Audit of five consecutive financial years commencing from financial year 2026-27 to 2030-31, at such fees, plus applicable taxes and other out-of-pocket expenses as may be approved by the Audit Committee and as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.” “RESOLVED FURTHER THAT approval of the members/shareholders be and is hereby accorded to the Board of Directors (hereinafter referred to as the ‘Board’ which expression shall include any Committee thereof or person(s) authorized by the Board) to avail or obtain from the Secretarial Auditor, such other services or certificates, reports, or opinions which the Secretarial Auditors may be eligible DENIS CHEM LAB LIMITED to provide or issue under the applicable laws, at a remuneration to be determined by the Audit committee/ Board of Directors of the Company.” “RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take all actions and do all such deeds, matters and things, as may be necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard.” 6. To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 188, 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, the Company do hereby accord its approval to the re-appointment of Dr. Himanshu Patel (DIN-00087114) as Managing Director of the Company, not liable to retire by rotation, for a period of 3 years with effect from 1st August, 2026 to 31st July, 2029, who has attained age of 70 years an [Showing first 8,000 characters — download PDF for full document]