SHREEOSWAL SEEDS AND CHEMICALS LIMITED

CIN: L01111MP2017PLC044596

Registered Office: "Oswal House", Opposite Balkavibairagi College, Nasirabad Highway,

Village Kanwati, Neemuch MP 458441

Contact No. 07423-297511, Email id- oswalgroups2002@gmail.com

Website-www.oswalseeds.com

NOTICE OF 9

ANNUAL GENERAL MEETING

Notice is hereby given that the 9

Annual General Meeting (AGM) of the Members of

SHREEOSWAL SEEDS AND CHEMICALS LIMITED will be held on Friday, 25

September,

2026 at 02.00 P.M. (IST) through Video Conferencing (“VC”)/ 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 shall be deemed to

be made thereat, to transact the following businesses:-

ORDINARY BUSINESSES:-

1. (a) To consider and adopt the Audited Standalone 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 Standalone 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 adopted.”

(b) To consider and adopt the Audited Consolidated Financial Statements of the

Company together with the Report of the Auditors thereon for the financial year ended

March 31, 2026.

“RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the

financial year ended 31

March, 2026 together with the Reports of the Auditors thereon, as

circulated to the members, be considered and adopted.”

2. To appoint a Director in place of Mrs. Padma Nahata (DIN: 07921042), who retires

by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible

offers herself 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, Mrs. Padma Nahata

(DIN: 07921042), who is liable to retire by rotation at this Annual General Meeting and being

eligible offers herself for re-appointment, be and is hereby re-appointed as a Director of the

Company, liable to retire by rotation.”

3. To appoint H. Sahu & Company, Chartered Accountant, Neemuch (FRN: 036476C) as

Statutory Auditor of the Company and fix their remuneration.

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT in terms of the provisions of Sections 139, 141 and 142 and all other

applicable provisions of the Companies Act, 2013 read with the Companies (Audit and

Auditors) Rules, 2014 and applicable provisions of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, (including any modification or amendment or re-

enactments thereof for the time being in force) and pursuant to the recommendation of the

Audit Committee to the Board of Directors, H. Sahu & Company, Chartered Accountants,

Neemuch (FRN: 036476C), be and are hereby appointed as Statutory Auditors of the

Company, to hold office for a term of five consecutive years from the conclusion of the 09

Annual General Meeting of the Company, until the conclusion of the 14

Annual General

Meeting of the Company to be held in the calendar year 2031 on such remuneration and terms

and conditions as set out in the explanatory statement to this Notice.

RESOLVED FURTHER 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, desirable or expedient to give effect to this resolution.”

SPECIAL BUSINESSES

4. RE-APPOINTMENT OF MR. SANJAY KUMAR BEGANI (DIN: 07921083), CHAIRMAN &

MANAGING DIRECTOR OF THE COMPANY AND PAYMENT OF REMUNERATION.

To consider and, if thought fit, to pass, the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 and 203 read with

Schedule V of Companies Act, 2013 and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 and SEBI (Listing Obligation and Disclosure

Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment

thereof for the time being in force), and the Articles of Association of the Company, and such

other provisions as may be applicable and based on the recommendation of Audit Committee,

Nomination and remuneration committee and Board of Directors of the Company and

approval from any other authority, if required, the consent of members of the Company be

and are hereby accorded for re-appointment of Mr. Sanjay Kumar Begani (DIN: 07921083) as

Chairman and Managing Director of the Company for a further period of three years with

effect from 13

August, 2026 to 12

August, 2029, on the following terms, conditions, salary

and perquisites:

a) Salary: INR 7,50,000/- (Rupees Seven Lakhs Fifty Thousand Only) per month.

b) Perquisites: In addition to the above salary Mr. Sanjay Kumar Begani, (DIN:

07921083), Chairman and Managing Director shall also be entitled to the perquisites

(evaluated as per Income Tax Rule wherever applicable and at actual cost to the Company in

other cases) like benefits of furnished accommodation/House Rent Allowance with gardener

and security guard, gas, electricity, water and furnishings, chauffeur driven car and telephone

at residence, medical reimbursement, personal accident insurance, term insurance, key man

insurance, leave and leave travel concession, club fees, provident fund, Superannuation fund,

exgratia & gratuity in accordance with the scheme(s) and rule(s) applicable to the members

of the staff or any modification(s) that may be made in any scheme/rule for the aforesaid

benefits. However, perquisites shall be restricted to an amount equal to 25% of annual salary.

RESOLVED FURTHER THAT, notwithstanding anything contained herein above, if in any

financial year during the currency of his tenure, the Company has no profits or its profits are

inadequate, the remuneration payable to him shall not exceed the ceiling limit prescribed in

Section II of Part II of Schedule V of the Companies Act, 2013 for that year, which will be

payable to him as minimum remuneration for that year.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to vary,

alter, increase or enhance/change from time to time, subject to overall limit on remuneration

payable to all the managerial personnel taken together, as laid down in the Companies Act,

2013, read with Schedule V thereto, and subject to the requisite approvals, if any, being

obtained.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of

Directors be and are hereby authorized to do all such acts, deeds, matters and things as they

may in their absolute discretion deem necessary, expedient, usual and proper.”

5. RE-APPOINTMENT OF MR. ANIL KUMAR NAHATA (DIN: 07921005), CEO AND

WHOLE-TIME DIRECTOR OF THE COMPANY AND PAYMENT OF REMUNERATION.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 and 203 read with

Schedule V of Companies Act, 2013 and the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the

time being in force), and the Articles of Association of the Company, and such other provisions

as may be applicable and based on the recommendation of Audit Committee, Nomination and

Remuneration Committee and Board of Directors of the Company and approval from any

other authority, if required, the consent of members of the Company be and are hereby

accorded for re-appointment of Mr. Anil Kumar Nahata (DIN: 07921005) as a Chief Executive

Officer and Whole-time Director of the Company for a further period of three years with effect

from 13

August, 2026 to 12

August, 2029 on the following terms, conditions, salary and

perquisites:

a) Salary: INR 7,50,000/- (Rupees Seven Lakhs Fifty Thousand Only) per month.

b) Perquisites : In addition to the above salary Mr. Anil Kumar Nahata (DIN: 07921005), CEO

and Whole-time Director shall also be entitled to the perquisites (evaluated as per Income Tax

Rule wherever applicable and at actual cost to the Company in other cases) like benefits of

furnished accommodation/house rent allowance with gardener and security guard, gas,

electricity, water and furnishings, chauffeur driven car and telephone at residence, medical

reimbursement, personal accident insurance, term insurance, key man insurance, leave and

leave travel concession, club fees, provident fund, superannuation fund, ex-gratia & gratuity

in accordance with the scheme(s) and rule(s) applicable to the members of the staff or any

modification(s) that may be made in any scheme/rule for the aforesaid benefits. However,

perquisites shall be restricted to an amount equal to 25% of annual salary.

RESOLVED FURTHER THAT, notwithstanding anything contained herein above, if in any

financial year during the currency of his tenure, the Company has no profits or its profits are

inadequate, the remuneration payable to him shall not exceed the ceiling limit prescribed in

Section II of Part II of Schedule V to the Companies Act, 2013 for that year, which will be

payable to him as minimum remuneration for that year.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to vary,

alter, increase or enhance/change from time to time, subject to overall limit on remuneration

payable to all the managerial personnel taken together, as laid down in the Companies Act,

2013, read with Schedule V thereto, and subject to the requisite approvals, if any, being

obtained.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of

Directors be and are hereby authorized to do all such acts, deeds, matters and things as they

may in their absolute discretion deem necessary, expedient, usual and proper.”

6. RE-APPOINTMENT OF MR. YASH WARDHAN JAIN (DIN: 09661572) AS A NON-

EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND TERM OF FIVE

YEARS:

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable

provisions if any of the Companies Act, 2013 (“the Act“), read with Schedule IV to the Act and

Companies (Appointment and Qualifications of Directors) Rules, 2014 and other applicable

provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s)

thereto or re-enactment(s) thereof for the time being in force] and upon recommendation of

the Nomination and Remuneration Committee, Mr. Yash Wardhan Jain (DIN: 09661572), who

was appointed as Independent director of the Company at the 05

Annual General Meeting of

the Company held on 29

September 2022 and who hold office of the Independent Director

up to 23

August 2027 and being eligible for re-appointment as an Independent Director, who

has submitted a declaration that he meets the criteria for independence as provided in Section

149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, and in respect of whom the

company has received a notice in writing from a member under Section 160 of the Companies

Act, 2013 proposing his candidature for the office of Independent Director and who is eligible

for re-appointment, be and is hereby re-appointed as an Independent Non-Executive Director

of the Company, not liable to retire by rotation and to hold office for a further period of 5 (Five)

consecutive years on the Board of the Company with effect from 24

August, 2027 to 23

August, 2032 (both days inclusive).

RESOLVED FURTHER 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, desirable or expedient to give effect to this resolution.”

By Order of the Board of Directors

For Shreeoswal Seeds and Chemicals Limited

Date: 13

August, 2026

Place: Neemuch

Dilip Patidar

Company Secretary

ACS-34566

NOTES:-

1. In terms of applicable circulars issued by Ministry of Corporate Affairs (MCA) from

time to time including latest General Circular No. 03/2025 dated 22

September, 2025 (“MCA

Circulars”) and Securities and Exchange Board of India (“SEBI”) vide its Master Circular No.

HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January, 30, 2026 (“SEBI Circulars”),

have permitted companies to conduct AGM through Video Conferencing (VC) or other audio-

visual means (OAVM), subject to compliance of various conditions mentioned therein. In

compliance with the aforesaid MCA Circulars and SEBI master Circulars and the applicable

provisions of Companies Act, 2013 and rules made there under, and SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulation), the 9

AGM of

the Company is being convened and conducted through VC/OAVM Facility, which does not

require physical presence of Members at a common venue. The Company has availed the

facility of Central Depository Services (India) Limited (CDSL) for convening the 9

AGM

through VC/OAVM, a detailed process in which the members can attend the AGM through

VC/OAVM has been enumerated in Note Number 28 of this Notice.

2. The attendance of the Members attending the AGM through VC/OAVM will be counted for

the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013 (the

Act).

3. Electronic Dispatch of Notice and Annual Report: In compliance with the aforesaid MCA

and SEBI circulars physical copies of the financial statements (including Board’s Report,

Auditor’s Report or other documents required to be attached therewith) for the Financial Year

ended 31

March, 2026 pursuant to Section 136 of the Act and Notice calling the AGM

pursuant to Section 101 of the Act read with the Rules framed thereunder are being sent only

in electronic mode to those Members whose e-mail addresses are registered with the

Company/Registrar and Share Transfer Agent or the Depositories. The Company will not be

dispatching physical copies of such statements and Notice of AGM to any Member. A Member

can request for a physical copy of the Report by sending an e-mail to the Company at

oswalgroups2002@gmail.com . Further as per amended Regulation 36 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, a letter which providing the

weblink including the exact path, where complete details of Annual Report are available, will

be sent by the Registrar and Share Transfer of the Company to those shareholders who have

not registered their email address(es), at their address registered with the Company.

To support the ‘Green Initiative’, Members who have not yet registered their email addresses

are requested to register the same with their DPs in case the shares are held by them in

electronic form and with the Company/R&STA in case the shares are held by them in physical

form after complying due procedure.

4. Members who have not registered their e-mail address and those members who have

become the member of the Company after Friday 21

August, 2026 being the cut-off date for

sending soft copy of the Notice of 9

AGM and Annual Report for the financial year 2025-26,

may access the same from Company’s website at www.oswalseeds.com, website of the Stock

Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com and on the

website of CDSL www.evotingindia.com.

5. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF.

SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

Since the 9

AGM of the Company will be convened through VC/ OAVM, where there will be

no physical attendance of members, the requirement of appointment of proxies pursuant to

the provisions of Section 105 of the Act has been dispensed with. Accordingly, route map,

attendance slip and proxy form will not be annexed to this Notice.

6. Pursuant to the provisions of Sections 112 and 113 of the Act, Corporate/ Institutional

member can authorize their representatives to attend the AGM through VC/OAVM and cast

their votes through e-voting. Provided a scan copy (PDF) of the Board Resolution authorizing

such representative to attend the AGM of the Company through VC/OAVM on its behalf and to

vote through remote e-voting shall be sent to the Scrutinizer through the registered email

address of the member(s) at

lnjoshics@gmail.com with a copy marked to the Company at

oswalgroups2002@gmail.com.

7. The Statement as required under Section 102 of the Act setting out material facts

concerning the business with respect to Item Nos. 3 to 6 forms part of this Notice is annexed

here to.

As per the provisions of Clause 3.A.II of the General Circular No. 20/ 2020 dated May 5, 2020,

the matters of Special Businesses as appearing at Item Nos. 3 to 6 of the accompanying Notice,

are considered to be unavoidable by the Board and hence forming part of this Notice.

8. In terms of the Article of Association of the Company read with Section 152(6) of the

Companies Act 2013, Mrs. Padma Nahata (DIN: 07921042) is liable to retire by rotation at the

ensuing Annual General Meeting and being eligible offer herself for re-appointment. The

Board of the Directors of the Company recommends her re-appointment.

9. The relevant details, pursuant to Regulations 36(3) of the SEBI Listing Regulations and

Paragraph 1.2.5 of the Secretarial Standards-2 on General Meetings issued by the Institute of

Company Secretaries of India, in respect of Directors seeking re-appointment/retire by

rotation at the AGM are provided as an annexure to the Notice, forms integral part of this

notice. Requisite declaration has been received from Director for seeking re-appointment.

10. Members who hold shares in dematerialized form and want to provide/change/correct

the bank account details should send the same immediately to their concerned Depository

Participant(s) and not to the Company. Members are also requested to give the MICR Code of

their bank to their Depository Participant(s). The Company will not entertain any direct

request from such Members for change of address, transposition of names, deletion of name

of deceased joint holder and change in the bank account details.

11. SEBI vide its notification dated January 24, 2022 has mandated that all requests for

transfer of securities including transmission and transposition requests shall be processed

only in dematerialized form.

12. As per the provisions of Section 72 of the Act, the facility for making a nomination is

available for the Members in respect of the shares held by them. Members who have not yet

registered their nominations are requested to register the same by submitting requisite forms

with respective depositories. If a Member desires to cancel the earlier nomination and record

a fresh nomination, he may submit the same in requisite form with respective depository.

13. SEBI vide Circular No. SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/131 dated 31

July 2023

(Updated on 04

August, 2023) has specified that a shareholder shall first take up

his/her/their grievance with the listed entity and/ or its RTA, as per the SEBI Directives, by

lodging a complaint directly with the concerned listed entity and if the grievance is not

redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines,

escalate the same through the SCORES Portal in accordance with the process laid out therein.

Only after exhausting all available options for resolution of the grievance, if the shareholder is

not satisfied with the outcome, he/she/ they can initiate dispute resolution through the Online

Dispute Resolution (“ODR”) Portal which harness online conciliation and online arbitration

for resolution of disputes arising in the Indian securities market. Shareholders are requested

to take note of the same.

14. To prevent fraudulent transactions, Members are advised to exercise due diligence and

notify the Company of any change in address or demise of any Member as soon as possible.

Members are also advised to not leave their Demat account(s) dormant for long. Periodic

statement of holdings should be obtained from the concerned Depository Participant and

holdings should be verified from time to time.

15. In case of joint holders attending the meeting, only such joint holder who is higher in the

order of names will be entitled to vote.

16. Members desirous of obtaining any information concerning to the accounts and operations

of the Company are requested to send their queries to the Company Secretary at least 7 (seven

days) before the date of the meeting so that the required information can be made available

at the meeting.

17. The Register of Directors and Key Managerial Personnel and their shareholding

maintained under Section 170 of the Act and Register of Contracts or arrangements in which

directors are interested maintained under Section 189 of the Act are available for inspection

at the corporate office of the Company on any working day, between 11:00 a.m. to 1:00 p.m.

(IST) and relevant documents referred to in this Notice of AGM, will be available electronically

for inspection by the Members during the AGM. All documents referred to in the Notice will

also be available for electronic inspection without any fee by the Members from the date of

dispatch of this Notice up to the conclusion of AGM.

Members seeking to inspect such

documents can send an email to oswalgroups2002@gmail.com.

18. Members are requested to contact the Registrar and Share Transfer Agent for all matter

connected with Company’s shares at Bigshare Services Private Limited, Office No. S6-2, 6

Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East),

Mumbai (M.H.)-400093. Email: investor@bigshareonline.com.

19. Investor Grievance Redressal: The Company has designated an exclusive e-mail ID i.e.

oswalgroups2002@gmail.com to enable the investors to register their complaints/send

correspondence, if any.

20. Webcast: Members who are entitled to participate in the AGM can view the proceedings

of AGM by logging in the website of CDSL at www.evotingindia.com using the login credentials.

21. The Company has appointed Mr. L.N. Joshi, Practicing Company Secretary (Membership

No. FCS-5201; CP No. 4216) to act as the scrutinizer for conducting the remote e-voting

process as well as the e-voting during the AGM, in a fair and transparent manner.

22. The voting rights of Shareholders shall be in proportion of shares held by them to the total

paid up equity shares of the Company as on Friday, 18

September, 2026,

being the cut-off

date.

23. A person, who is not a Member as on the cut off date Friday, 18

September, 2026, should

treat this Notice for information purposes only.

24. A person who has acquired the shares and has become a member of the Company after

dispatch of notice of AGM and prior to the Cut-off date i.e. Friday, 18

September, 2026, shall

be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting during

AGM by following the procedure mentioned in this Notice.

25. The recorded transcript of the forthcoming AGM shall also be made available on the

website of the Company -

www.oswalseeds.com as soon as possible after the Meeting is over.

26. The procedure for joining the AGM through VC/OAVM is mentioned in this Notice. Since

the AGM will be held through VC/OAVM, the route map is not annexed in this Notice.

27. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the

Companies (Management and Administration) Rules, 2014 and any amendments thereto,

Secretarial Standard on General Meetings (“SS-2”), Regulation 44 of the SEBI Listing

Regulations and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020, the

facility for vote through electronically in respect of the businesses to be transacted at the AGM

is being provided by the Company through Central Depository Services (India) Limited

(“CDSL”). Necessary arrangements have been made by the Company with CDSL to facilitate

remote e-voting and e-voting during the AGM.

For this purpose, the Company has entered into an agreement with Central Depository

Services (India) Limited (CDSL) for facilitating voting through electronic means, as the

authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting

as well as the e-voting system on the date of the AGM will be provided by CDSL.

28. The instructions for shareholders for remote e-voting and e-voting during AGM and

joining meeting through VC/OAVM are as under:

Step-1 : Access through Depositories CDSL/NSDL E-Voting system in case of individual

shareholders holding shares in demat mode.

Step-2 : Access through CDSL e-Voting system in case of shareholders holding shares in

physical mode and non-individual shareholders in demat mode:-

(As on date there are no physical shareholders in the company as all the shares are in

electronic mode.)

(i) The Members can join the AGM in the VC/OAVM mode 15 minutes before the scheduled

time of the commencement of the Meeting, and while the AGM is in progress, by following the

procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM

will be made available to at least 1000 members on a first come first served basis. This will

not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters,

Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit

Committee, Nomination and Remuneration Committee and Stakeholders Relationship

Committee, Auditors etc. who are allowed to attend the AGM without any restrictions on

account of first come first served basis.

(ii) The voting period begins on Tuesday 22

September, 2026 from 9.00 A.M. and ends on

Thursday, 24

September, 2026 at 5.00 P.M.

During this period shareholders’ of the Company

as on the cut-off date of Friday, 18

September, 2026, may cast their vote electronically. The

e-voting module shall be disabled by CDSL for voting thereafter and the same will be enabled

during the AGM for the Members who have not casted their vote through remote E-voting.

(iii) Shareholders who have already voted prior to the meeting date may also attend/

participate in the AGM through VC / OAVM but shall not be entitled to vote at the meeting

venue.

(iv) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9,

2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015; listed entities are required to provide remote e-

voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has

been observed that the participation by the public non-institutional shareholders/retail

shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to

listed entities in India. This necessitates registration on various ESPs and maintenance of

multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it

has been decided to enable e-voting to all the demat account holders, by way of a single

Participants. Demat account holders would be able to cast their vote without having to

enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual

shareholders holding shares in demat mode.

(v) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9,

2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding

securities in demat mode are allowed to vote through their demat account maintained with

Depositories and Depository Participants. Shareholders are advised to update their mobile

number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings

for Individual shareholders holding securities in Demat mode CDSL/NSDL is given

below:

Type of shareholders Login Method

Individual

Shareholders holding

securities in Demat

mode with CDSL

Depository

1) Users who have opted for CDSL Easi / Easiest facility, can login

through their existing user id and password. Option will be made

available to reach e-Voting page without any further

authentication. The users to login to Easi / Easiest are requested

to visit CDSL website

www.cdslindia.com and click on Login icon

and My Easi New (Token) Tab.

2) After successful login the Easi / Easiest user will be able to see

the e-voting option for eligible companies where the e-voting is

in progress as per the information provided by company. On

clicking the e-voting option, the user will be able to see e-voting

page of the e-voting service provider (“ESP”) for casting the vote

during the remote e-voting period or joining virtual meeting &

voting during the meeting. Additionally, there are also links

provided to access the system of all ESPs, so that the user can

visit the ESPs,’ website directly.

3) If the user is not registered for Easi/Easiest, option to register

is available at CDSL website www.cdslindia.com and click on

option.

4) Alternatively, the user can directly access e-Voting page by

providing Demat Account Number and PAN No. from an e-Voting

link available on www.cdslindia.com home page. The system will

authenticate the user by sending OTP on registered Mobile &

Email as recorded in the Demat Account. After successful

authentication, user will be able to see the e-Voting option where

the e-voting is in progress and also be able to directly access the

system of all ESPs.

Individual

Shareholders holding

securities in demat

mode with NSDL

Depository

1) If the user is already registered for NSDL IDeAS facility, please

visit the e-Services website of NSDL. Open web browser by

typing the following URL: https://eservices.nsdl.com either on a

Personal Computer or on a mobile. Once the home page of e-

services is launched, click on the “Beneficial Owner” icon under

“Login” which is available under ‘IDeAS’ section. A new screen

will open. The user will have to enter the User ID and Password.

After successful authentication, the user will be able to see e-

voting services. Click on “Access to e-voting” under e-voting

services and the user will be able to see e-voting page. Click on

company name or ESPs, name and the user will be re-directed to

ESPs, website for casting vote during the remote e-voting period

or joining virtual meeting & voting during the meeting.

2) If the user is not registered for IDeAS e-Services, option to

https://eservices.nsdl.com Select

“Register Online for IDeAS” Portal or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3) Visit the e-voting website of NSDL. Open web browser by

typing the following URL: https://www.evoting.nsdl.com/ either

on a Personal Computer or on a mobile. Once the home page of

e-voting system is launched, click on the icon “Login” which is

available under ‘Shareholder/Member’ section. A new screen

will open. The user will have to enter the User ID (i.e. the 16 digit

demat account number held with NSDL), Password/OTP and a

Verification Code as shown on the screen. After successful

authentication, the user will be redirected to NSDL Depository

site wherein the user can see e-voting page. Click on company

name or ESP name and the user will be redirected to ESP website

for casting your vote during the remote e-voting period or

joining virtual meeting & voting during the meeting.

4) For OTP based login, user can click on

https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp

User will have to enter 8-digit DP ID, 8-

digit Client Id, PAN No.,

verification code and generate OTP. Enter the OTP received on

registered email id/ mobile number and click on login.

After successful authentication, user will be redirected to NSDL

Depository site wherein user can see E-voting page. Click on

company name or E-voting service provider name and user will

be re

directed to ESP website for casting vote during the remote

E-voting period or joining virtual meeting & voting during the

meeting.

Individual

Shareholders (holding

securities in demat

mode) login through

their Depository

Participants (DP)

The user can also login using the login credentials of demat

account through user’s Depository Participant registered with

NSDL/CDSL for e-voting facility. After Successful login, the user

will be able to see e-voting option. Once the user clicks on e-

voting option, the user will be redirected to NSDL/CDSL

Depository site after successful authentication, wherein the user

can see e-voting feature. Click on company name or ESP name

and the user will be redirected to ESP website for casting vote

during the remote e-voting period or for joining virtual meeting

& voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use

Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any

technical issues related to login through Depository i.e. CDSL and NSDL

Helpdesk details

Individual Shareholders

holding securities in Demat

mode with CDSL

Members facing any technical issue in login can contact

CDSL helpdesk by sending a request at

helpdesk.evoting@cdslindia.com or contact at toll free no.

1800 21 099 11.

Individual Shareholders

holding securities in Demat

mode with

NSDL

Members facing any technical issue in login can contact

NSDL helpdesk by sending a request at evoting@nsdl.co.in

or contact at 022

4886 7000 and 022

2499 7000

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in

physical mode and non-individual shareholders in demat mode:-

(As on date there are no physical shareholders in the company as all the shares in

electronic mode. However process for login in case of physical shareholders as are under)

(vi) Login method for e-voting and joining virtual meeting for physical shareholders and

shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website

www.evotingindia.com.

2) Click on “Shareholders/Members” module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholder holding shares in Physical Form should enter Folio Number registered with

the Company.

4) Next enter the Image Verification as displayed and Click on “Login”.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com

and voted on an earlier e-voting of any other company, then your existing password is to be

used.

If a demat account holder has forgotten the login password then enter the user ID and the

image verification code and click on Forgot Password & enter the details as prompted by the

system.

6) If you are a first-time user follow the steps given below:

For physical shareholders and other than individual

shareholders holding shares in Demat.

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as

physical shareholders)

Shareholders who have not updated their PAN with the

Company/Depository Participant are requested to use the sequence

number sent by Company/RTA or contact Company/RTA.

Dividend Bank

Details

OR Date of Birth

(DOB)

Enter the

Dividend Bank Details or Date of Birth (in dd/mm/yyyy

format) as recorded in the demat account or in the company records

in order to login.

If both the details are not recorded with the depositories or

company/RTA, please enter the member id / folio number

in the

Dividend Bank details field by following the instructions.

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Shareholders holding shares in physical form will then directly reach the Company

selection screen. However, shareholders holding shares in demat form will now reach

‘Password Creation’ menu wherein they are required to mandatorily enter their login

password in the new password field. Kindly note that this password is to be also used by

the demat holders for voting for resolutions of any other company on which they are

eligible to vote, provided that company opts for e-voting through CDSL platform. It is

strongly recommended not to share your password with any other person and take

utmost care to keep your password confidential.

(ix) For shareholders holding shares in physical form, the details can be used only for e-voting

on the resolutions contained in this Notice.

(x) Click on the Electronic Voting Sequence Number (“EVSN”) for the relevant company i.e.,

ShreeOswal Seeds and Chemicals Limited on which you choose to vote.

(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies

that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution

details.

(xiii) After selecting the resolution(s), you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to

change your vote, click on “CANCEL” and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify

your vote.

(xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the

Voting page.

(xvi) If a demat account holder has forgotten the login password then Enter the User ID and

the image verification code and click on Forgot Password & enter the details as prompted

by the system.

(xvii) There is also an optional provision to upload BR/POA if any uploaded, which will be

made available to scrutinizer for verification.

(xviii) Additional Facility for Non – Individual Shareholders and Custodians – For

Remote Voting only

 Non-Individual shareholders (i.e., other than Individuals, HUF, NRI etc.) and Custodians

are required to log on to

www.evotingindia.com and register themselves in the

“Corporates” module.

 A scanned copy of the Registration Form bearing the stamp and sign of the entity should

be emailed to

helpdesk.evoting@cdslindia.com.

 After receiving the login details a Compliance User should be created using the admin

they wish to vote on.

 The list of accounts linked in the login will be mapped automatically & can be delink in

case of any wrong mapping.

 It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA)

issued in favour of the Custodian, if any, should be uploaded in PDF format in the system

for the scrutinizer to verify the same.

 Alternatively Non Individual shareholders are required to mandatorily send the relevant

Board Resolution/ Authority letter etc. together with attested specimen signature of the

duly authorized signatory who are authorized to vote, to the Scrutinizer and to the

Company at the email address viz; oswalgroups2002@gmail.com (designated email

address by company), if they have voted from individual tab & not uploaded same in the

CDSL e-voting system for the scrutinizer to verify the same.

29. Instructions for shareholders attending the AGM through VC/OAVM & E-Voting

during meeting are as under:

1. The procedure for attending meeting & e-voting on the day of the AGM is same as the

instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will

be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the

meeting. However, they will not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better

experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed

to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop

connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their

respective network. It is therefore recommended to use a Stable Wi-Fi or LAN

Connection/internet facility to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may

e-mail at least seven days prior to meeting mentioning their name, demat account

number/folio number, email id, mobile number at

oswalgroups2002@gmail.com. The

shareholders who do not wish to speak during the AGM but have queries may send their

queries in advance seven days prior to meeting mentioning their name, demat account

number/folio number, email id, mobile number at

oswalgroups2002@gmail.com. These

queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to

express their views/ask questions during the meeting. The Company reserves the right to

restrict the number of speakers depending on the availability of time for the AGM.

9. Only those shareholders, who are present in the AGM through VC/OAVM facility and have

not casted their vote on the Resolutions through remote e-Voting and are otherwise not

barred from doing so, shall be eligible to vote through e-Voting system available during the

AGM.

10. If any Votes are cast by the shareholders through the e-voting available during the AGM

and if the same shareholders have not participated in the meeting through VC/OAVM

facility, then the votes cast by such shareholders shall be considered invalid as the facility

of e-voting during the meeting is available only to the shareholders attending the meeting.

11. When a pre-registered speaker is invited to speak at the meeting but he / she does not

respond, the next speaker will be invited to speak. Accordingly, all speakers are requested

to get connected to a device with a video/ camera along with good Internet speed.

12. The Company reserves the right to restrict the number of questions and number of

speakers, as appropriate, for smooth conduct of the AGM.

30. Process For those Shareholders whose Email/Mobile No. are not registered with the

Company/Depositories.

(i) For Physical shareholders- please provide necessary details like Folio No., Name of

shareholder, scanned copy of the share certificate (front and back), PAN (self attested

scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email

to Company/RTA email id including dully filed up request form ISR-1. However company

does not have any physical shareholder as all the shares in electronic mode only.

(ii) For Demat shareholders- please update your email id & mobile no. with your respective

Depository Participant (DP).

(iii) For Individual Demat shareholders – Please update your email id & mobile no. with

your respective Depository Participant (DP) which is mandatory while e-Voting & joining

virtual meetings through Depository.

31. DECLARATION OF RESULTS:

(i) The scrutinizer shall, immediately after the conclusion of voting during the AGM, first

count the votes cast during the AGM, thereafter unblock the votes cast through remote e-

voting and submit, not later than two days of conclusion of the AGM, a consolidated

scrutinizer’s report of the total votes cast in favor or against, if any, to the Chairperson of

the Company or the person authorized by him, who shall countersign the same.

(ii) Based on the scrutinizer’s report, the Company will submit within 2 (two) working days

of the conclusion of the AGM to the Stock Exchange, details of the voting results as

required under Regulation 44(3) of the SEBI Listing Regulations.

(iii) The results declared along with the scrutinizer’s report, will be hosted on the website of

the Company at

www.oswalseeds.com and on the website of CDSL, i.e.

www.evotingindia.com, immediately after the declaration of the result by the Chairperson

or a person authorized by him in writing and communicated to the Stock Exchange.

(iv) The Resolutions shall be deemed to be passed on the date of the Meeting, i.e. Friday 25

September, 2026 subject to receipt of the requisite number of votes in favour of the

Resolutions.

32. If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-

Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at

toll free no. 1800 21 099 11.

33. All grievances connected with the facility for voting by electronic means may be

addressed to Mr. Rakesh Dalvi, Assistant Vice President, (CDSL, ) Central Depository

Services (India) Limited, A Wing, 25

Floor, Marathon Futurex, Mafatlal Mill Compounds,

N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to

helpdesk.evoting@cdslindia.com or call toll free no. 1800 21 099 11.

By Order of the Board of Directors

For Shreeoswal Seeds and Chemicals Limited

Date: 13

August, 2026

Place: Neemuch

Dilip Patidar

Company Secretary

ACS-34566

Statement as required under Section 102 of the Companies Act, 2013

Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), the following Statement sets

out all material facts relating to the businesses mentioned under Item No. 3 to 6 of the

accompanying Notice dated 13

August, 2026

ITEM NO. 3: TO APPOINT H. SAHU & COMPANY, CHARTERED ACCOUNTANT, NEEMUCH

(FRN: 036476C) AS STATUTORY AUDITOR OF THE COMPANY AND FIX THEIR

REMUNERATION (NON-MANDATORY)

This Explanatory Statement is provided pursuant to Regulation 36(5) of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, (‘SEBI Listing Regulations’). However, the provisions of Section 102 of the Companies

Act, 2013 (“Act”) are not applicable to the proposed resolution.

H. Sahu & Company, Chartered Accountants, Neemuch (Firm Registration No. 036476C) (“H.

Sahu & Company”) were previously appointed as Statutory Auditors of the Company pursuant

to the approval of the Members through Postal Ballot Notice dated 31st October, 2025,

deemed to have been passed on 06th December, 2025, being the last date of remote e-voting,

to hold office up to the conclusion of the 09th Annual General Meeting of the Company for the

financial year 2025-26.

The Board of Directors of the Company, at its meeting held on 13

August, 2026, on the

recommendation of the Audit Committee has, after considering and evaluating various

proposals and factors such as independence, industry experience, technical skills,

geographical presence, audit team, quality of audit reports, etc. recommended the

appointment of H. Sahu & Company, Chartered Accountants, Neemuch (FRN: 036476C) as the

Statutory Auditors of the Company, to the Members at the ensuing AGM for a term of five (5)

consecutive years from the conclusion of this 09

AGM till the conclusion of the 14

AGM

(AGM to be held for the financial year 2030-31) of the Company, to conduct the Statutory Audit

and such other audit/review/certification/work as may be required and/or deemed

expedient.

H. Sahu & Company, Chartered Accountants Neemuch (FRN: 036476C) have given their

consent and confirmed that their appointment, if made, would be within the limits specified

under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified

to be appointed as statutory auditors in terms of the provisions of the proviso to Section

139(1) and Section 141(3) of the Act and the provisions of the Companies (Audit and

Auditors) Rules, 2014. Further H. Sahu & Company, Chartered Accountants Neemuch (FRN:

036476C) is peer reviewed firm and hold valid certificate for the same.

The terms and conditions of the appointment of the Statutory Auditors of the Company inter-

alia include the conditions mentioned in Clauses 6A & 6B of the SEBI Circular No.

CIR/CFD/CMD1/114/2019 dated October 18, 2019.

Disclosure pursuant to Regulation 36(5) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 is as follows:

Proposed Fees Payable to

Statutory Auditor

INR 2,00,000/- (Rupees Two Lakhs only) plus

reimbursement of out-of-pocket expenses for financial

year 2026-27. The remuneration for the subsequent

year(s) of their term shall be determined based on the

recommendation of the Audit Committee and as

mutually agreed between the Chairman and the

Statutory Auditors.

Terms of Appointment To hold office for a period of 5 Years i.e. from the

conclusion 09

Annual General Meeting till the

conclusion of 14

Annual General Meeting and that they

shall conduct the Statutory Audit and such other audit/

review/ certification/work as may be required and/or

deemed expedient.

Any material change in the fee

payable to such auditor from

that paid to the outgoing auditor

along with the rationale for such

change

Not Applicable, the proposed fee is identical to the audit

fee paid to the firm for the preceding financial year.

Basis of Recommendation of

Appointment

The Audit Committee and the Board considered their

eligibility, capability to serve the given business of the

Company, market standing of the firm, clientele served,

technical knowledge etc. found H. Sahu & Company,

Chartered Accountants Neemuch (FRN: 036476C) best

suited for the Company. Accordingly, Board

recommends the Ordinary Resolution for appointment

of Statutory auditors.

Details in relation to and

credentials of the statutory

auditor proposed to be re-

appointed

H. Sahu & Company, Chartered accountants was

established in July, 2024 and undertakes Audit/Income

tax/Company Law Matters/Project Financing/Loan

Syndications work for his various clients. The

Proprietor is professionally qualified and has wide

knowledge of SEBI Act and its regulations and complete

understanding of work done in a Stock Exchange.

The Board, based on the recommendation of the Audit Committee, recommends the resolution

as set out in item no. 3 of this notice to be passed as an ordinary resolution.

None of the Directors/Key Managerial Personnel of the Company/their relatives are in any

way, concerned or interested, financially or otherwise in the resolutions except to the extent

of their shareholding, if any, in the Company.

ITEM NO. 4: RE-APPOINTMENT OF MR. SANJAY KUMAR BEGANI (DIN: 07921083),

CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY AND PAYMENT OF

REMUNERATION.

Mr. Sanjay Kumar Begani aged 54 years is promoter and founder of the Company and has over

33 years rich experience in various business activities with significant experience in the

production, processing, marketing and sale of agricultural seeds, fertilizers, grains and related

products. He has been instrumental in providing strategic direction and leadership to the

Company and has made significant contributions towards its growth, business development

and overall performance.

Considering his extensive experience, leadership capabilities, knowledge of the industry and

continued involvement in the affairs and management of the Company, the Board of Directors

is of the view that his continued association as Chairman and Managing Director will be

beneficial to the Company.

Accordingly, the Board of Directors, at its meeting held on 13

August, 2026, based on the

recommendation of the Audit Committee and the Nomination and Remuneration Committee,

approved and recommended, subject to the approval of the Members, the re-appointment of

Mr. Sanjay Kumar Begani as Chairman and Managing Director of the Company for a further

period of three (3) years, with effect from 13

August, 2026 up to 12

August, 2029, on the

terms and conditions, including remuneration, as set out in the resolution at Item No. 4 of this

Notice.

The proposed re-appointment and remuneration are in accordance with the applicable

provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable

provisions of the Companies Act, 2013 (“Act”), and the rules made thereunder, as amended

from time to time, subject to such approvals as may be required under applicable laws.

The Audit Committee, the Nomination and Remuneration Committee and the Board of

Directors have considered and recommended the proposed re-appointment and

remuneration of Mr. Sanjay Kumar Begani, subject to approval of the Members at the ensuing

Annual General Meeting and such other approvals, if any, as may be required under applicable

laws.

The proposed remuneration is within the limits prescribed under Schedule V of the Act, as

amended from time to time. The requisite disclosures relating to the proposed re-

appointment and remuneration, as prescribed under Schedule V of the Act, are set out below.

I. General information:

1 Nature of industry Company is engaged in the business of

processing and sale of different kind of

agricultural seeds, sorting and grading of

seeds.

2 Date or expected date of

commencement of commercial

production

Originally Company was a partnership firm

and processing and sale of agriculture seeds

began in the year 2002 later on converted in

the Company.

3 In case of new companies, expected

date of commencement of activities

as per project approved by financial

institutions appearing in the

prospectus.

Although Company received it’s Certificate of

Incorporation on 1

December, 2017 but

originally it was a partnership firm and was

already engaged in production, processing

and sale of agriculture seeds.

4 Financial Performance based on

given indicators

Figures in Lacs

Financial Year Revenue from operations

Profit/(Loss) before

Tax

Profit/(Loss) after Tax

2025-26 11111.66 405.34 294.13

2024

9721.40

398.63

284.86

2023-24 10060.66 283.49 196.76

Foreign investments or

collaborations, if any

The Company has no foreign investments and

has not entered into any foreign collaboration

or overseas joint venture. The Company has

also not made any foreign investment or

entered into any collaboration outside India

II. Information about the appointee:

1 Background details Mr. Sanjay Kumar Begani aged 54 years, is the

Promoter and Founder of the Company and

has over 33 years of experience in various

business activities, particularly in the

agricultural seeds and related sectors. He is

actively involved in the day-to-day

management and affairs of the Company,

including the business relating to seeds,

fertilizers, grains and related products, as well

as their marketing and distribution.

2 Past remuneration Rs. 7,50,000/- (Rupees Seven Lakhs Fifty

Thousand Only) per month

3 Recognition or awards None

4 Job profile and his suitability

Mr. Sanjay Kumar Begani is the Chairman and

Managing Director and Promoter of the

Company and is responsible for the overall

management and strategic direction of the

Company, including general administration,

finance, business operations, marketing and

business development. The position requires

a leader with substantial industry experience,

strategic vision, sound business judgment,

leadership capabilities and a result-oriented

approach. Considering his extensive

experience and contribution to the Company,

he is considered suitably qualified for the

position.

5 Remuneration proposed Salary: Rs. 7,50,000/- (Rupees Seven Lakhs

Fifty Thousand Only) per month together with

perquisites and other

benefits as specified in

the resolution at Item No. 4 of the Notice.

6 Comparative remuneration profile

with respect to industry, size of the

company, profile of the position and

person.

Taking into the account the size of the

company, industry benchmark in general,

profile, position, responsibility born by him

and involvement of Mr. Sanjay Kumar Begani

in the Company, the proposed remuneration is

reasonable. The industry standard and Board

level positions held in similar sized and

similar positioned businesses usually offers

INR 5,00,000/- per month to INR 15,00,000/-

per month for such profiles.

7 Pecuniary relationship directly or

indirectly with the company, or

relationship with the managerial

personnel, if any.

Mr. Sanjay Kumar Begani is the Promoter and

Chairman and Managing Director of the

Company and has a pecuniary relationship

with the Company arising from his

remuneration and shareholding, if any. Mrs.

Kiran Devi Begani, Non-Executive Director of

the Company, is his wife. Except as stated

above, he does not have any other pecuniary

relationship with any Director or Key

Managerial Personnel of the Company

III. Other information:

1 Reasons of loss or inadequate profits

The Company has not incurred any loss during

the relevant financial years. However,

profitability may vary from year to year due to

factors such as adverse market conditions,

fluctuations in demand and supply, changes in

input costs, climatic conditions, changes in

Government policies and other external

economic and industry-related factors, which

may adversely affect the profitability of the

Company in a particular financial year.

Steps taken or proposed to be taken

for improvement

The Company has undertaken and continues

to undertake various measures to improve its

operational performance, profitability and

liquidity. These measures include

implementation of effective cost-control

initiatives, optimization of operational

processes, efficient utilization of resources,

improvement in production and supply-chain

efficiencies, and continued focus on enhancing

overall operational efficiency.

Expected increase in productivity and

profits in measurable terms

The Company continues to focus on expanding

its operations and enhancing operational

effectiveness at its production facilities.

Improvement in operational efficiency is

expected to result in higher production

volumes and increased sales. Higher volumes

are also expected to enable better absorption

of fixed costs over a larger volume of products

sold, thereby improving operating leverage,

operating margins and overall profitability of

the Company

The information and disclosures relating to the remuneration of Directors are also provided

in the Annual Report under the Corporate Governance Report section under the heading

“Remuneration paid to Directors under Nomination and Remuneration Committee”.

The above Explanatory Statement may also be read and treated as the disclosure in

compliance with the requirements of Section 190 of the Act.

The Board of Directors, based on the recommendation of the Audit Committee and the

Nomination and Remuneration Committee, recommends the Special Resolution set out at

Item No. 4 of the accompanying Notice for approval of the Members.

Except Mr. Sanjay Kumar Begani and his relatives, to the extent of their respective

shareholding, if any, in the Company and remuneration payable to Mr. Sanjay Kumar Begani

pursuant to the proposed resolution, none of the other Directors, Key Managerial Personnel

(“KMP”) of the Company or their respective relatives is concerned or interested, financially or

otherwise, in the Resolution set out at Item No. 4 of the Notice. Mr. Sanjay Kumar Begani is

related to Mrs. Kiran Devi Begani, Non-Executive Director of the Company.

ITEM NO. 5: RE-APPOINTMENT OF MR. ANIL KUMAR NAHATA (DIN: 07921005), CEO

AND WHOLE-TIME DIRECTOR OF THE COMPANY AND PAYMENT OF REMUNERATION.

Mr. Anil Kumar Nahata, aged 50 years, is the Promoter and Founder of the Company and has

over 30 years of experience in the agricultural seeds and related business. He has played a

significant role in the growth and development of the Company through his strategic vision,

innovative approach and effective business planning. His experience and ability to respond to

changing market conditions and business challenges have contributed substantially to the

Company's growth and performance.

Mr. Anil Kumar Nahata is actively involved in the day-to-day management and affairs of the

Company, including business operations, marketing, strategic planning and overall

administration. He has also participated in various conventions and programmes relating to

the agri-industry, including programmes associated with ICAR – National Research Centre on

Seed Spices and other industry exhibitions and conventions. Considering his extensive

experience, industry knowledge, leadership capabilities and contribution to the growth and

development of the Company, the Board of Directors is of the view that his continued

association with the Company as Chief Executive Officer and Whole-time Director will be

beneficial to the Company.

Accordingly, the Board of Directors, at its meeting held on 13th August, 2026, based on the

recommendation of the Audit Committee and the Nomination and Remuneration Committee,

approved and recommended, subject to the approval of the Members, the re-appointment of

Mr. Anil Kumar Nahata as Chief Executive Officer and Whole-time Director of the Company for

a further period of three (3) years, with effect from 13th August, 2026 up to 12th August, 2029,

on the terms and conditions, including remuneration, as set out in the resolution at Item No.

5 of this Notice.

The proposed re-appointment and remuneration are in accordance with the applicable

provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable

provisions of the Companies Act, 2013 (“Act”), and the rules made thereunder, as amended

from time to time, subject to such approvals as may be required under applicable laws.

The Audit Committee, the Nomination and Remuneration Committee and the Board of

Directors have considered and recommended the proposed re-appointment and

remuneration of Mr. Anil Kumar Nahata, subject to approval of the Members at the ensuing

Annual General Meeting and such other approvals, if any, as may be required under applicable

laws.

The proposed remuneration is within the limits prescribed under Schedule V of the Act, as

amended from time to time. The requisite disclosures relating to the proposed re-

appointment and remuneration, as prescribed under Schedule V of the Act, are set out below.

I. General information:

1 Nature of industry

Company is engaged in the business of

processing and sale of different kind of

agricultural seeds, sorting and grading of

seeds.

Date or expected date of

commencement of commercial

production

Originally Company was a partnership firm

and processing and sale of agriculture seeds

began in the year 2002 later on converted in

the Company.

In case of new companies, expected

date of commencement of activities as

per project approved by financial

institutions appearing in the

prospectus.

Although Company received it’s Certificate of

Incorporation on 1

December, 2017 but

originally it was a partnership firm and was

already engaged in production, processing

and sale of agriculture seeds.

Financial Performance based on given

indicators

Figures in Lacs

Financial Year Revenue from operations

Profit/(Loss) before

Tax

Profit/(Loss) after

Tax

2025

11111.66

405.34

294.13

2024-25 9721.40 398.63 284.86

2023-24 10060.66 283.49 196.76

Foreign investments or

collaborations, if any

The Company has no foreign investments and

has not entered into any foreign collaboration

or overseas joint venture. The Company has

also not made any foreign investment or

entered into any collaboration outside India

II. Information about the appointee:

1 Background details

Mr. Anil Kumar Nahata, aged 50 years, is the

Promoter and Founder of the Company and

has over 30 years of experience in the

agricultural seeds and related business. He is

actively involved in the day-to-day

management and affairs of the Company,

including business operations, marketing,

strategic planning and business development.

He has participated in various conventions,

exhibitions and programmes relating to the

agri-

industry, including programmes

associated with ICAR – National Research

Centre on Seed Spices and other industry

forums.

2 Past remuneration Rs. 7,50,000/- (Rupees Seven Lakhs Fifty

Thousand Only) per month, together with

perquisites and other benefits as specified in

the resolution at Item No. 5 of the Notice

3 Recognition or awards None

4 Job profile and his suitability Mr. Anil Kumar Nahata is a CEO and Whole

time Director as well as promoter of the

company and is responsible for overall

management, general management, finance.

The job profile essentially requires a leader

who is innovative, self-motivated and result

oriented.

5 Remuneration proposed Salary: Rs. 7,50,000/- (Rupees Seven Lakhs

Fifty Thousand Only) per month together with

perquisites as stated in the resolution.

6 Comparative remuneration profile

with respect to industry, size of the

company, profile of the position and

person.

Taking into the account the size of the

company, industry benchmark in general,

profile and position of Mr. Anil Kumar Nahata

in the Company, the proposed remuneration is

reasonable. The industry standard and Board

level positions held in similar sized and

similar positioned businesses usually offers

INR 5,00,000/- per month to INR 15,00,000/-

per month for such profiles.

7 Pecuniary relationship directly or

indirectly with the company, or

relationship with the managerial

personnel, if any.

Mr. Anil Kumar Nahata is the Promoter, Chief

Executive Officer and Whole-time Director of

the Company and has a pecuniary relationship

with the Company arising from his

remuneration and shareholding, if any. Mrs.

Padma Nahata, Non-

Executive Director of the

Company, is his wife. Except as stated above,

he does not have any other pecuniary

relationship with any Director or Key

Managerial Personnel of the Company

III. Other information:

1 Reasons of loss or inadequate profits

The Company has not incurred any loss during

the relevant financial years. However,

profitability may vary from year to year due to

factors such as adverse market conditions,

fluctuations in demand and supply, changes in

input costs, climatic conditions, changes in

Government policies and other external

economic and industry-related factors, which

may adversely affect the profitability of the

Company in a particular financial year.

Steps taken or proposed to be taken

for improvement

The Company has undertaken and continues

to undertake various measures to improve its

operational performance, profitability and

liquidity. These measures include

implementation of effective cost-control

initiatives, optimisation of operational

processes, efficient utilisation of resources,

improvement in production and supply-chain

efficiencies, and continued focus on enhancing

overall operational efficiency.

Expected increase in productivity and

profits in measurable terms

The Company continues to focus on expanding

its operations and enhancing operational

effectiveness at its production facilities.

Improvement in operational efficiency is

expected to result in higher production

volumes and increased sales. Higher volumes

are also expected to enable better absorption

of fixed costs over a larger volume of products

sold, thereby improving operating leverage,

operating margins and overall profitability of

the Company

The information and disclosures relating to the remuneration of all Directors are provided in

the Annual Report under the Corporate Governance Report section under the heading

“Remuneration paid to Directors under Nomination and Remuneration Committee”.

The above Explanatory Statement may also be read and treated as disclosure in compliance

with the requirements of Section 190 of the Act.

The Board of Directors, based on the recommendation of the Audit Committee and the

Nomination and Remuneration Committee, recommends the Special Resolution set out at

Item No. 5 of the accompanying Notice for approval of the Members.

Except Mr. Anil Kumar Nahata and his relatives, to the extent of their respective shareholding,

if any, in the Company and remuneration payable to Mr. Anil Kumar Nahata pursuant to the

proposed resolution, none of the other Directors, Key Managerial Personnel (“KMP”) of the

Company or their respective relatives is concerned or interested, financially or otherwise, in

the Resolution set out at Item No. 5 of the Notice. Mr. Anil Kumar Nahata is related to Mrs.

Padma Nahata, Non-Executive Director of the Company.

ITEM NO. 6: RE-APPOINTMENT OF MR. YASH WARDHAN JAIN (DIN: 09661572) AS A

NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR A SECOND TERM OF

FIVE YEARS:

The Board of Directors of the Company, at its meeting held on 24

August, 2022, appointed

Mr. Yash Wardhan Jain (DIN: 09661572) as an Additional Director and Non-Executive

Independent Director of the Company, subject to the approval of the Members. Subsequently,

the Members of the Company, at their 5

Annual General Meeting held on Thursday, 29

September, 2022, approved his appointment as a Non-Executive Independent Director for a

term of five (5) consecutive years commencing from 24

August, 2022 and ending on 23

August, 2027. Accordingly, the first term of office of Mr. Yash Wardhan Jain as an Independent

Director is due to expire on 23

August, 2027.

The Nomination and Remuneration Committee of the Company, based on the outcome of the

performance evaluation of Independent Directors and after considering his qualifications,

expertise, experience, contribution and overall performance during his first term, has

recommended the re-appointment of Mr. Yash Wardhan Jain as a Non-Executive Independent

Director of the Company for a second term of five (5) consecutive years.

The Board of Directors, based on the recommendation of the Nomination and Remuneration

Committee and the outcome of the performance evaluation, has considered that Mr. Yash

Wardhan Jain possesses the requisite knowledge, experience, skills and expertise and has

made valuable contributions to the deliberations and functioning of the Board and its

Committees during his tenure. The Board is of the opinion that his continued association

would be beneficial to the Company and would contribute to the effective functioning of the

Board.

Accordingly, the Board proposes to re-appoint Mr. Yash Wardhan Jain as a Non-Executive

Independent Director of the Company, not liable to retire by rotation, for a second term of five

(5) consecutive years commencing from 24

August, 2027 and ending on 23

August, 2032,

subject to the approval of the Members by way of a Special Resolution.

Mr. Yash Wardhan Jain has given his consent to act as an Independent Director of the Company

and has confirmed that he is not disqualified from being appointed as a Director under Section

164 of the Companies Act, 2013 (“Act”). He has also furnished the requisite declaration

confirming that he meets the criteria of independence prescribed under Section 149(6) of the

Act, Schedule IV to the Act and the applicable provisions of the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing

Regulations”). Mr. Yash Wardhan Jain has further confirmed that he is not debarred or

restrained from acting as a Director by the Securities and Exchange Board of India (“SEBI”),

Ministry of Corporate Affairs or any other statutory or regulatory authority. He has also

confirmed that he is not aware of any circumstance or situation which exists or may

reasonably be anticipated to impair or impact his ability to discharge his duties as an

Independent Director of the Company.

In the opinion of the Board, Mr. Yash Wardhan Jain fulfils the conditions specified under the

Act and the SEBI Listing Regulations for re-appointment as an Independent Director and is

independent of the management of the Company. The Company has also received all necessary

declarations, disclosures and confirmations from Mr. Yash Wardhan Jain as required under

the Act and the SEBI Listing Regulations. He has confirmed that he has registered his name in

the data bank maintained by the Indian Institute of Corporate Affairs, wherever applicable,

and has complied with the applicable requirements relating to the proficiency test/exemption

therefrom, as prescribed under the applicable provisions of law.

The brief profile and other details of Mr. Yash Wardhan Jain proposed to be re-appointed as

an Independent Director are annexed to this Notice separately. The performance evaluation

of Mr. Yash Wardhan Jain during his existing tenure has been carried out in accordance with

the applicable provisions of the Act and the SEBI Listing Regulations, and the relevant details

are provided in the Corporate Governance Report forming part of the Annual Report.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, a copy of

the draft letter of appointment setting out the terms and conditions of the re-appointment of

Mr. Yash Wardhan Jain as an Independent Director shall be available for inspection by the

Members. Members desirous of inspecting the same may request the Company by writing to

the Company at oswalgroups2002@gmail.com.

The Board of Directors, based on the recommendation of the Nomination and Remuneration

Committee and considering the experience, expertise, performance and contribution of Mr.

Yash Wardhan Jain, is of the view that his continued association with the Company would be

in the best interests of the Company. Accordingly, the Board recommends the Special

Resolution set out at Item No. 6 of the accompanying Notice for approval of the Members.

The requisite disclosures pursuant to Regulation 36 of the SEBI Listing Regulations in respect

of Mr. Yash Wardhan Jain are provided separately in the Notes forming part of this Notice.

Except Mr. Yash Wardhan Jain and his relatives, none of the other Directors, Key Managerial

Personnel (“KMP”) of the Company or their respective relatives is concerned or interested,

financially or otherwise, in the Special Resolution set out at Item No. 6 of the Notice.

By Order of the Board of Directors

For Shreeoswal Seeds and Chemicals Limited

Date: 13

August, 2026

Place: Neemuch Dilip Patidar

Company Secretary

ACS-34566

Additional Information of Director who retire by rotation and seeking re-appointment

at this Annual General Meeting pursuant to Regulation 36(3) of SEBI (Listing

Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard

of General Meeting:

Name of

Directors/

Appointee

Mrs. Padma

Nahata (Non-

Executive

Woman

Director )

Mr. Sanjay

Kumar Begani

(MD &

Chairman)

Mr. Anil

Kumar Nahata

(CEO and

Whole Time

Director)

Mr. Yash

Wardhan Jain

(Independent

Director)

DIN 07921042 07921083 07921005 09661572

Date of Birth &

Age

05/07/1976

50 years

18/06/1972

54 years

02/09/1975

50 years

06/06/1988

38 years

Date of First

Appointment

on Board

01/12/2017 01/12/2017 01/12/2017 24/08/2022

Nature of

Expertise/

Experience in

specific

functional areas

9 years in

administration

33 years’

experience in

production of

agriculture

seeds and

chemicals

30 years’

experience in

production of

agriculture

seeds and

chemicals

13 Years in the

field of Audit,

Direct and

Indirect

Taxation

Qualification

Senior

Secondary

Senior

Secondary

BA, PHD in

Agriculture

Chartered

Accountant

(CA)

Terms and

conditions of

appointment

As stated in the

resolution

presented to

the 9

Annual

General

Meeting

As stated in the

resolution &

explanatory

Statement

presented to

the 9

Annual

General

Meeting

As stated in the

resolution &

explanatory

Statement

presented to

the 9

Annual

General

Meeting

As stated in the

resolution &

explanatory

Statement

presented to

the 9

Annual

General

Meeting

No. & % of

Equity Shares

held in the

Company

including

shareholding as

a beneficial

owner

60 Shares

(Negligible

Percentage)

Not hold any

share as a

beneficial

owner

3,02,98,938

(33.12%)

Not hold any

share as a

beneficial

owner

3,06,43,195

(33.50%)

Not hold any

share as a

beneficial

owner

NIL

List of outside

Company’s

directorship

held

Shreeoswal

Psyllium

Exports India

Limited

1. Shreeoswal

Psyllium

Exports India

Limited

2. Neemuch

Food Industries

Private Limited

1. Shreeoswal

Psyllium

Exports India

Limited

2. Neemuch

Food Industries

Private Limited

1. MRJY

Developers

Private Limited

2. GPMJ Global

Private Limited

3. Oswal

Ethanol and

Feed Industry

Private Limited

3. Oswal

Ethanol and

Feed Industry

Private Limited

4. Kesharpura

Industrial

Association

List of

Companies in

which resigned

in the past

three years

NIL NIL NIL NIL

Chairman /

Member of the

Committees of

the Board of

Directors of the

Company

NIL NIL NIL NIL

Details of

remuneration

sought to be

paid and the

remuneration

last drawn by

such person

including sitting

fees paid

Nil

Remuneration

sought to be

paid: Rs. 7.50

lakhs (Rupees

Seven Lakhs

Fifty Thousand)

per month

together with

perquisites and

other benefits

in capacity of

Chairman and

Managing

Director of the

Company.

Remuneration

last drawn: Rs.

7.50 lakhs per

month in his

capacity as

Chairman and

Managing

Director of the

Company.

Sitting fees: No

sitting fees was

paid.

Remuneration

sought to be

paid: Rs. 7.50

lakhs (Rupees

Seven Lakhs

Fifty Thousand)

per month

together with

perquisites and

other benefits

in capacity of

CEO and Whole

Time Director

of the Company.

Remuneration

last drawn: Rs.

7.50 lakhs per

month in his

capacity as CEO

and Whole

Time Director

of the Company.

Sitting fees: No

sitting fees was

paid.

Nil

Chairman /

Member of the

Committees of

the Board

Directors of

other

Nil Nil Nil Nil

Companies in

which he/she is

director

Chairman /

Member of the

Committees of

the Board of

Directors of

other

Companies in

which he/she

resigned in the

past three years

Nil Nil Nil Nil

Relationship

with other

Directors,

Manager and

other Key

Managerial

Personnel of

the company

Mrs. Padma

Nahta is wife of

Mr. Anil Kumar

Nahata (CEO

and Whole

Time Director)

Mr. Sanjay

Kumar Begani

is husband of

Mrs. Kiran Devi

Begani (Non-

Executive

Director)

Mr. Anil Kumar

Nahata is

husband of Mrs.

Padma Nahta

(Non-Executive

Director)

Nil

Number of

Board meetings

attended during

the financial

year

During the year,

April, 2025

to 31

March,

2026, 9 Board

Meetings of the

Company were

held, and Mrs.

Padma Nahta

had attended all

the Meetings.

During the year,

April, 2025

to 31

March,

2026, 9 Board

Meetings of the

Company were

held, and Mr.

Sanjay Kumar

Begani had

attended all the

Meetings.

During the year,

April, 2025

to 31

March,

2026, 9 Board

Meetings of the

Company were

held, and Mr.

Anil Kumar

Nahata had

attended all the

Meetings.

During the year,

April, 2025

to 31

March,

2026, 9 Board

Meetings of the

Company were

held, and Mr.

Yash Wardhan

Jain had

attended all the

Meetings.

In case of

independent

directors, the

skills and

capabilities

required for the

role and the

manner in

which the

proposed

person meets

such

requirements

Not Applicable Not Applicable Not Applicable

The role and

capabilities as

required in the

case of an

independent

director are

well defined in

the Policy on

Nomination,

Appointment,

and Removal of

Directors.

Further, the

Board has a

defined list of

core

skills/expertise

/competencies,

in the context of

its business and

sector for it to

Order of the Board of Directors

For Shreeoswal Seeds and Chemicals Limited

Date: 13

August, 2026

Place: Neemuch

Dilip Patidar

Company Secretary

ACS-34566

function

effectively.

The Nomination

and

Remuneration

Committee of

the Board has

evaluated the

profile of Mr.

Yash Wardhan

Jain and

concluded that

Mr. Yash

Wardhan Jain

possess the

relevant skill

and capabilities

to discharge the

role of

Independent

Director.