Dhanuka Agritech Ltd.

₹ 1400.00

Buy Back of Shares & Employees Stock Option Plan Inter alia, approved:- 1. Introduction & Adoption of Dhanuka Employee Stock Option Plan 2026 Based on the recommendation of the Nomination and Remuneration Committee, have inter alia considered and approved the introduction & adoption of Dhanuka Employee Stock Option Plan 2026. The aggregate number of Stock Options proposed to be granted under the Dhanuka Employee Stock Option Plan 2026, shall not be exercisable into more than 50,000 Equity Shares corresponding to 0.11% of the Equity Share Capital of the Company. The introduction and adoption of Dhanuka Employee Stock Option Plan 2026 shall be subject to the Members approval of the Company at the ensuing 41st Annual General Meeting (AGM). The details required as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will form part of the explanatory statement to the notice of the AGM of the Company. The approval of the members is required under Regulation 6(1) & 6(3)(C) and other applicable provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the aforesaid ESOP Scheme, 2026. The Board has also approved the Notice to be sent to the members seeking approval for the Dhanuka Employee Stock Option Plan 2026, in the ensuing Annual General Meeting of the Company. 2. Introduction & Adoption of Dhanuka Stock Appreciation Rights Plan, 2026 Based on the recommendation of the Nomination and Remuneration Committee, have inter alia considered and approved the introduction & adoption of Dhanuka Stock Appreciation Rights Plan (SARs), 2026. The aggregate number of Stock Options proposed to be granted under the Dhanuka Stock Appreciation Rights Plan, 2026, shall not be exercisable into more than 1,25,000 SARs corresponding to 0.28% of the Equity Share Capital of the Company. The introduction and adoption of Dhanuka Stock Appreciation Rights Plan, 2026 shall be subject to the Members approval of the Company at the ensuing 41st Annual General Meeting (AGM). The details required as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will form part of the explanatory statement to the notice of the AGM of the Company. Approval of the Proposal of Buy Back of Equity Shares: 3. Inter-alia approved the proposal to Buyback its own fully paid up Equity Shares of Rs. 2/- each (?Equity Shares?) from the equity shareholders of the Company as on Record Date, for upto 5,00,000 fully paid up Equity Shares (being 1.11% of the total paid up equity capital of the Company) at a price of Rs 1,400/- ( Rupees Fourteen Hundred only) per equity share (?Buyback Offer Price?) for an aggregate amount not exceeding Rs. 70 Crore (Rupees Seventy Crore only) (?Offer Size?), (being less than 10% of the Paid up Equity Capital and free reserves as per the latest audited financial statements of the Company as at 31st March, 2026) on a proportionate basis through the "Tender Offer" route as prescribed under the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (?SEBI Buyback Regulations?) and the Companies Act, 2013 and the rules made thereunder (?Act?) including any statutory modification(s) or re-enactment of the Act, for the time being in force). The Maximum Buyback Size shall not include Transaction costs viz. brokerage, fees, turnover charges, applicable taxes such as securities transaction tax, goods and services tax, stamp duty, etc., public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses. The Board also noted the intention of the Promoters and Promoter Group of the Company to participate in the proposed Buyback Final Dividend: 4. Recommended Final Dividend @ 100% ie. Rs. 2/- per Equity Share having face value of Rs. 2/- per share for the Financial Year 2025-26 to the Members of the Company and the same will be paid within 30 days of Annual General Meeting (AGM) subject to the approval of Members at ensuing 41s" AGM of the Company. 5. Fixation of "Record Date" as Friday, July 17, 2026, pursuant to the provisions of Regulation 42 of the Listing Regulations, 2015. for purpose of determining the shareholders eligible to receive Final Dividend on the Equity Shares for the Financial Year 2025-26 and "Cut-off Date" as Monday, July 27, 2026 for the purpose of determining the shareholders eligible to vote on the resolution(s) set out in the Notice of the AGM or to attend the AGM. Annual General Meeting: 6. Convening of 41st Annual General Meeting (AGM) of the Company which will be held on Monday, 3rd August 2026 at 11:00 AM through Video Conferencing (?VC?) or Other Audio Visual Means (??OAVM?). Retirement of Senior Management Personnel: 7. Took note of retirement of Mr. K.B. Kejariwal, Senior Management Personnel of the Company, as retired from the services of the Company upon attaining superannuation, with effect from the close of business hours on 31st March 2026 The Board of Directors placed on record its sincere appreciation for the valuable contribution made by Mr. KB. Kejariwal during his association with the Company Re-Appointment of Cost Auditor: 8. Re-Appointment of M/s. N Khandelwal & Co., Cost Accountants, as Cost Auditors of the Company for the Financial Year 2026-27. Approval to set up Wholly Owned Subsidiaries/Acquisition of shares of the Company outside India 9. The Board has approved to set up Wholly Owned Subsidiaries/ Acquisition of shares of the Company outside India to support and facilitate the growth of the Company?s business outside India in European country and Brazil, mainly for transferring of registration of Brands acquired from Bayer and registering various other products in the Company?s name), subject to applicable laws and regulatory approvals. The initial limit for the investment in these entities will be Rs. 1 Crore each entity which may be increased as per the business requirements subject to the approval of the Board.