Shareholders meeting

August 29, 2026 BSE Limited N a t i o nal Stock Exchange of India Limited Corporate Relationship Department. E x c hange Plaza, Plot No. C/1, G-Block PJ Towers, 25th Floor, B a n d r a K urla Complex, Dalal Street, Mumbai- 400 001 B a n d ra (East), Mumbai- 400 051. BSE Scrip Code No. 543687 N S E S y m b o l : - D H ARMAJ Dear Sir/Madam, Sub: Notice of the 12th Annual General Meeting (‘AGM’) of the Company for FY 2025-26 Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, attached herewith is the Notice and the Explanatory Statement of the 12th AGM of the Company scheduled to be held on Thursday, September 24, 2026 at 11:30 a.m. (IST) through Video Conferencing (“VC”) facility / Other Audio-Visual Means (“OAVM”). The said Notice forms part of the Integrated Annual Report 2025-26 which is uploaded at the Company’s website at https://www.dharmajcrop.com/investor/annual-reports/ . The Notice of 12th AGM of FY 2025-26 is available on the Company’s website at https://www.dharmajcrop.com/investor/agm-egm/ . This is for your information and records. Thanking you, For, Dharmaj Crop Guard Limited Malvika Bhadreshbhai Kapasi Company Secretary & Compliance Officer ACS-52602 Dharmaj Crop Guard Limited • Notice of the 12th Annual General Meeting 2025-26 01 Notice NOTICE is hereby given that the 12th Annual General Meeting of the members will be held on Thursday, September 24, 2026 at 11.30 a.m. through Video Conferencing/Other Audio-Visual Means (“VC/OAVM facility”) to transact the following businesses: ORDINARY BUSINESS amendment(s) or re-enactment(s) thereof for the time being in force, and pursuant to the recommendation 1. To consider and adopt the audited Standalone and of the Nomination and Remuneration Committee and Consolidated financial statements of the Company approval of the Board of Directors, Mrs. Megha Joshi for the financial year ended March 31, 2026 and the (DIN: 11851257), who was appointed as additional reports of the Board of Directors and Auditors along director (in capacity of an Independent director) by the with annexures thereon. board of directors with effect from August 08, 2026, and who has submitted a declaration confirming that 2. To consider appointment of Mr. Rameshbhai R Talavia she meets the criteria of independence as provided (DIN: 01619743), who retires by rotation as a director under Section 149(6) of the Act and Regulation 16(1) and being eligible offers himself for reappointment. (b) of the SEBI Listing Regulations and is eligible for appointment as an Independent Director, be and is SPECIAL BUSINESS hereby appointed as an Independent Director of the 3. Ratification of remuneration payable to Cost auditors Company, not liable to retire by rotation, for a term of the Company for Financial Year 2026-27: of five (5) consecutive years commencing from 8th To consider and if thought fit to pass the following August, 2026 and ending on 7th August, 2031. resolution with or without modification as an Ordinary Resolution: RESOLVED FURTHER THAT the Board of Directors of the Company and/or the Company Secretary be and “RESOLVED THAT in accordance with the provisions of are hereby severally authorized to do all such acts, Section 148(3) of the Companies Act, 2013 read with deeds, matters and things as may be necessary or Rule14 of the Companies (Audit and Auditors) Rules, expedient for giving effect to this Resolution.” 2014 and other applicable provisions, if any, of the Companies Act, 2013, the consent of the members be 5. To consider the Re-appointment of Mr. Jamankumar and is hereby accorded to ratify the remuneration of H. Talavia (DIN: 01525356) as Whole-Time Director `65,000/- plus Goods & Services Tax & re-imbursement of out–of–pocket expenses as decided by the Board To consider and, if thought fit, to pass, with or without of Directors based on the recommendation of the modification(s), the following resolution as a Special Audit Committee to M/s. Dalwadi & Associates, Cost Resolution: Accountants, Ahmedabad (having Firms Registration No. 000338) as Cost Auditors of the Company, “RESOLVED THAT pursuant to the provisions of Sections for conducting the audit of the cost records of the 196, 197, 198, 203 and other applicable provisions, if Company for the Financial Year 2026-27. any, of the Companies Act, 2013 (“the Act”), read with Schedule V thereto and the Companies (Appointment RESOLVED FURTHER THAT the Board of Directors or and Remuneration of Managerial Personnel) Rules, the Company Secretary of the Company, be and are 2014, including any statutory modification(s), hereby authorized for and on behalf of the Company amendment(s) or re-enactment(s) thereof for the time to take all necessary actions to give effect to aforesaid being in force, the applicable provisions of the Securities resolution.” and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI 4. To consider the Appointment of Mrs. Megha Joshi LODR Regulations”), and the Articles of Association of (DIN: 11851257) as an Independent Director the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee and To consider and, if thought fit, to pass, with or without the approval of the Audit Committee and the Board modification(s), the following resolution as a Special of Directors, consent of the Members of the Company Resolution: be and is hereby accorded for the re-appointment of Mr. Jamankumar H. Talavia (DIN: 01525356) as the Whole-Time Director of the Company, liable to retire "RESOLVED THAT pursuant to the provisions of Sections by rotation, for a further period of three (3) years with 149, 150, 152 and other applicable provisions, if any, effect from 1st August, 2027 up to 31st July, 2030, on of the Companies Act, 2013 ("the Act"), read with such terms and conditions, including remuneration, as Schedule IV thereto and the Companies (Appointment set out herein below:” and Qualification of Directors) Rules, 2014, Regulation 16(1)(b), 17, 25 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Tenure of Appointment Requirements) Regulations, 2015 ("SEBI Listing Three (3) years commencing from 1st August, 2027 Regulations"), including any statutory modification(s), and ending on 31st July, 2030. 02 Dharmaj Crop Guard Limited • Notice of the 12th Annual General Meeting 2025-26 Maximum Remuneration payable: Mr. Jamankumar H. Talavia shall be entitled to the following remuneration: Particulars Terms Basic Salary ` 3,20,000 per month House Rent Allowance ` 1,28,000 per month Special Allowance ` 3,05,017 per month Bonus As per the rules of the Company applicable to senior executives Performance Linked Incentive Annual Performance Incentive as may be determined by the Nomination and Remuneration Committee and approved by the Board based on achievement of Key Performance Indicators (KPIs), Company's financial performance, profitability, business growth, individual performance and other relevant parameters Insurance Benefits Accident Insurance and Mediclaim Insurance coverage for self, spouse, dependent parents and dependent children as per Company policy Reimbursement of Expenses Reimbursement of official/business expenses, including telephone, mobile, internet, conveyance, petrol, travelling and other expenses incurred in connection with the business of the Company, against supporting documents and in accordance with the Company's policies. He shall also be entitled to reimbursement of travel expenses for self and family within India or abroad in accordance with the Company's policy Retirement Benefits Provident Fund, Superannuation Fund, Gratuity, Leave Encashment and other retirement benefits as per applicable laws and the Rules of the Company RESOLVED FURTHER THAT the aggregate RESOLVED FURTHER THAT the Board of Directors remuneration payable to Mr. Jamankumar H. Talavia, (inclu [Showing first 8,000 characters — download PDF for full document]