NOTICE

Notice is hereby given that the 56th Annual General Meeting of the members of Süd-Chemie India Pvt. Limited will be held on Monday, the 29th day of September 2025 at 10.30 a.m at the Registered Office of the Company at Edayar Industrial Development Area, Binanipuram- 683502, Ernakulam District, Kerala State to transact the following business

1. To receive, consider and adopt the audited Profit and Loss Account, the Cash Flow Statement and the Statement of Changes in Equity for the financial year ended 31st March 2025 and the Balance Sheet as at that date and the Auditors' Report and the Report of the Directors thereon.

2. To confirm and take note of the declaration and distribution of Interim Dividends for the Financial Year 2024-25.

3. To confirm and ratify the re-appointment of Ms. Arshia A. Lalljee as Managing Director of the Company for a period of one year with effect from 1st April, 2025

4. To confirm and ratify the re-appointment of Mr. Iskander A. Lalljee as Joint Managing Director of the Company for a period of one year with effect from 1st April, 2025

To approve the appointment and remuneration of Cost Auditors:

To consider, and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution:

"RESOLVED THAT the appointment of M/s. N. P. Gopalakrishnan & Co, Cost Accountants, Kochi as the Cost Auditor of the Company for Cost Audit in terms of Section 148 of the Companies Act, 2013 for the financial year 2025-26 at such remuneration as may be decided by the Managing Director of the Company in consultation with the said auditors plus taxes and out of pocket expenses be and is hereby approved."

Notes:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member. The instrument appointing proxy, in order to be effective, must be deposited with the registered office of the Company at least 48 hours before the meeting.

2. Statement pursuant to Section 102(1) of the Companies Act, 2013 on the special business to be transacted attached.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following statement sets out all the material facts relating to the Special Business mentioned in the accompanying Notice:

Item No 1.

Appointment of Cost Auditor of the company.

It was proposed by the Board in its meeting held on 24.07.2025 to appoint M/s. N.P.Gopalakrishnan & Co, Cost Accountants, Kochi as Cost Auditors for 2025-26 prescribed under Section 148 of the Company Act, 2013 in terms of their letter dated 12.06.2025 at such remuneration as may be decided by the Managing Director of the Company in consultation with the said auditors plus taxes and out of pocket expenses subject to the approval of the members in the Annual General Meeting.

In terms of Rule 14 of Companies (Audit and Auditors) Rules 2014, the appointment and remuneration payable to the Cost Auditors is to be approved by the Shareholders. Hence this resolution is put for the consideration of the shareholders.

None of the Directors and Key Managerial personnel or relatives of them is concerned or interested in the above resolution.

The Board of Directors recommends ordinary resolution set out at Item No.1 of the Notice for consideration and approval by the Members.

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