Shareholders meeting

BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED CIN: L24233MP1985PLC002709 Registered Office: B/12-B, Industrial Estate, Pologround, Indore-452015 (M.P.) Tel. 0731-2426700; Email id- bcplcompliance@gmail.com; Website- www.biofilgroup.net; Fax: 0731-2426700 Date: 26th August, 2026 To, To, The Secretary (DCS/Compliance), The Secretary (Listing/Compliance), Corporate Relationship Department, Corporate Relationship Department, BSE Limited National Stock Exchange of India Phiroze Jeejeebhoy Towers, Limited, Dalal Street, Mumbai-400001 Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Mumbai – 400051 SUBJECT: SUBMISSION OF NOTICE CONVENING THE 41ST ANNUAL GENERAL MEETING. Reference: BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED (BSE Script Code: 524396; NSE Symbol: BIOFILCHEM; ISIN: INE829A01014) Dear Sir/Madam, With reference to the above captioned subject, we wish to inform you that the 41st Annual General Meeting (‘AGM’) of the Company is scheduled to be held on Wednesday, 23rd September, 2026 at 03:00 P.M. (IST) through Video Conference (VC) /Other Audio Visual Means (OAVM), in compliance with relevant circulars issued by the Ministry of Corporate Affairs (‘MCA’) and the Securities and Exchange Board of India (‘SEBI’) as amended from time to time for which purpose the Registered office of the company shall be deemed as the venue for the Meeting. Accordingly, pursuant to Regulation 30 read with Schedule III Part A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Please find enclosed Notice convening the 41st AGM which is also available on the Company’s website at www.biofilgroup.net, and the website of Central Depository Services (India) Limited at www.evotingindia.com. The said Notice forms part of the Integrated Annual Report for 2025-26. Further, we are submitting the above said information in XBRL mode along with the submission in PDF mode in prescribed time limit. Further, aforesaid information is also available on the website of the Company at www.biofilgroup.net. You are requested to please take on record the above Notice of 41st Annual General Meeting for your reference and further needful. Thanking you, Yours Faithfully, FOR, BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED APOORV JAIN COMPANY SECRETARY & COMPLIANCE OFFICER M.NO:A71739 Encl: a/a BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED CIN: L24233MP1985PLC002709 Registered Office: B/12-B, Industrial Estate, Pologround Industrial Estate, Indore (M.P.) 452015 Tel. 0731-2426700; Email id- bcplcompliance@gmail.com; Website- www.biofilgroup.net; Fax: 0731-2426700 Notice of the 41st Annual General Meeting NOTICE BIOFIL CHEMICALS AND PHARMACEUTICALS LIMITED st is hereby given that the 41 Annual General Meeting (AGM) of the Members of will be held on Wednesday, 23 day of September, 2026 at 3.00 P.M. (IST) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) for which purpose the Registered office of the company shall be deemed as the venue for the Meeting and the proceedings of the Annual General Meeting sOhradlli nbaer dye Bemuseidn etos sbees m:- ade thereat, to transact the following businesses: 1. To consider and adopt the Audited Financial Statements of the Company together with the Report of the Board of Directors and the Auditors thereon for the financial year ended March 31, 2026. “RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended 31 March, 2026 together with the Reports of the Board of Directors and the Auditors thereon and Management Discussion Analysis and Corporate Governance Report, as circulated to the members, be considered and 2. Tadoo apptepdo.”int a Director in place of Mr. Smitesh Shah (DIN: 00326182) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible offers himself for re-appointment. “RESOLVED THAT subject to the provisions of Section 152(6) and Article of Association of the Company and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Smitesh Shah (DIN: 00326182), who is liable to retire by rotation at this Annual General Meeting and being eligible offers himself for re-appointment, be and is hereby re- Speacpipaol iBnutesdin aess as eNso:-n -Executive Non- Independent Director of the Company liable to retire by rotation.” 3. Continuation of directorship of Mr. Ashok Kumar Ramawat (DIN: 08818263) as a Non-Executive Independent Director of the Company on attaining the age of 75 (seventy-five) years. Special Resolution TRoE cSoOnLsiVdEeDr a nTdH iAf Tthought fit, to pass, the following resolution as a : “ pursuant to the provisions of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with rules made thereunder including any amendment(s), statutory modification(s) and/or re-enactment(s) thereof for the time being in force, consent of the members be and are hereby accorded for continuation of directorship and hold office of Mr. Ashok Kumar Ramawat (DIN: 08818263) as a Non-Executive Independent Director of the Company, notwithstanding that he will attain the age of 75 (Seventy-Five) years on 27 September, 2027, during his second term as an Independent Director of RthEeS COoLmVpEaDn yF.URTHER THAT the Board of Directors of the Company (hereinafter referred to as "the Board", which term shall include any committee(s) constituted or to be constituted by the Board to exercise the powers conferred on the Board by this Resolution) be and is hereby authorized to do and perform all such acts, deeds, matters and things, as may be considered necessary, proper, desirable or expedient to give effect 4. toA tphpisr orevsaol louft iMona.t”e rial Related Party Transaction(s) with Cyano Pharma Private Limited: Ordinary Resolution: T“RoE cSoOnLsiVdEeDr a TndH Aif Tth ought fit, to pass, the following resolution as an pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) and Section 188 of the Companies Act, 2013 (“Act”) read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and the Company’s Policy on “Materiality of Related Party Transactions and also on dealing with Related Party Transactions” and other applicable provisions, if any, as amended from time to time and pursuant to the recommendation and omnibus approval of the Audit Committee, and in supersession of the earlier resolution passed by the members at the 40 Annual General Meeting of the Company with respect to material related party transactions with Cyano Pharma Private Limited, the approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee constituted/empowered/to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to enter into, contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as mentioned in the explanatory statement with Cyano Pharma Private Limited (‘CPPL’) a related party of Company under Regulation 2(1)(zb) of the SEBI Listing Regulations and section 2(76) of the Companies Act, 2013, on such terms and conditions as may be agreed between the Company and CPPL, for an aggregate value of up to INR 20 Crores (Rupees Twenty Crores only) to be entered for financial year 2026-27 and up to the date of 42 Annual General Meeting, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company and on such terms as are permitted under the aRpEpSlOicLaVblEeD p rFoUvR [Showing first 8,000 characters — download PDF for full document]