Explanatory statement The following explanatory statement, as required by Section 102 of the Companies Act, 2013 and Regulation 36(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, sets out material facts, including the nature and concern or interest of the Directors about item numbers 4 and 5 mentioned in the accompanying Notice: Item number 4 In pursuance of Section 148(3) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Cost Auditors and their remuneration as recommended by the Audit Committee requires approval by the Board of Directors (Board). The remuneration also requires ratification by the members. On the recommendation of the Audit Committee, the Board considered and approved the appointment of the Cost Auditors, R Nanabhoy & Co, Cost Accountants, for conducting cost audit of the applicable products in the category of Bulk Drugs, Chemicals, Insecticides, Inorganic Chemicals, Organic Chemicals and their derivatives and Polymers at a remuneration of ` 3.56 lakhs plus taxes as applicable and reimbursement of actual travel and out-of-pocket expenses for the financial year ending on March 31, 2026. The Board seeks ratification of the aforesaid remuneration by the members and accordingly requests their approval of the ordinary resolution. Memorandum of interest None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolution. Item number 5 In pursuance of Regulation 24A(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Regulations), Secretarial Auditors may be appointed for a term of five consecutive years with the approval of the members. The Board of Directors, at its meeting held on April 25, 2025, subject to the approval of the members, approved the appointment of SPANJ & Associates, Company Secretaries (SPANJ) as the Secretarial Auditors for a period of five consecutive financial years from 2025–26 to 2029–30, to conduct the audit of the secretarial and related records in accordance with Section 204 of the Companies Act, 2013 and the Regulations. Mr Ashish Doshi, Practicing Company Secretary and Founding Partner of SPANJ, served as the Secretarial Auditor from 2014–15 to 2016–17. Subsequently, SPANJ was appointed as the Secretarial Auditors of the Company from 2017–18 onwards. SPANJ is a peer-reviewed firm with four partners and other professionals. It has offices in Ahmedabad and Mumbai. The size, quality of audit services and volume of operations of SPANJ are commensurate with the size and audit requirements of the Company. SPANJ has provided its consent to act as the Secretarial Auditors and confirmed its eligibility for appointment, which, if made, will be in compliance with applicable laws. The proposed remuneration to be paid to SPANJ for the first financial year of the term is ` 1.21 lakhs, plus applicable taxes and out-of-pocket expenses. The remuneration for the remaining four financial years of the term will be mutually agreed between the Board of Directors or its Committee and the Secretarial Auditors, from time to time. The Board recommends the resolution at item number 5 in the Notice, relating to the appointment of SPANJ as the Secretarial Auditors, for approval by the members as an ordinary resolution. Memorandum of interest None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolution. Registered office: By order of the Board of Directors Atul House G I Patel Marg (Lalit Patni) Ahmedabad 380 014, Gujarat Company Secretary and Chief Compliance Officer India Corporate identity number: L99999GJ1975PLC002859 April 25, 2025 144 144 Integrated Annual Report 2024-25
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