Notice of 63rd AGM to the members of Kanara Consumer Products

02 June 2025

Notice of 63rd Annual General Meeting is given to the members of Kanara Consumer Products Ltd. (formerly Kurlon Ltd.) will be held on Monday, 23rd June 2025 at 11:30 A.M. (IST) via video conferencing or other electronic means, in accordance with applicable regulations and MCA circulars, to conduct the scheduled business.

Ordinary Business

• To approve and adopt the audited standalone and consolidated financial statements of the Company for the year ended 31st March 2025, along with the Board’s and Auditors’ reports. Resolutions in this regard will be passed as Ordinary Resolutions.
• To approve the declaration of a dividend of Rs. 2.50 per equity share of Rs. 10 each (fully paid-up) for the financial year ended 31st March 2025, by passing an Ordinary Resolution with or without modifications.
• To reappoint Mrs. Jaya S Pai (DIN: 00030515), who retires by rotation at this AGM and is eligible for reappointment, as a Non-Executive Director, liable to retire by rotation.
  

Special Business

• The Company seeks approval to consolidate its equity shares by changing the face value from Rs. 10 to Rs. 2,00,000 each share, thereby reducing the total number of shares as follows:
  • The authorized share capital of Rs. 35,00,00,000, earlier divided into 3,50,00,000 equity shares of Rs.10 each, will be consolidated into 1,750 equity shares of Rs. 2,00,000 each.
  • The issued, subscribed, and paid-up capital of Rs. 14,87,87,500, previously comprising 1,48,78,750 shares of Rs. 10 each, will be consolidated into approximately 743.94 shares of Rs. 2,00,000 each,
  • Fractional shares will be sold at Rs. 860 each (determined on the basis of report submitted by M/s.Nangia & Co., LLP Chartered Accountants) through a Trust, with proceeds distributed to eligible shareholders.
  • The Board is empowered to handle all formalities, including NCLT filings and setting the Record Date.
    
• Approval to amend Clause V of the Memorandum of Association to reflect the consolidation of the company’s share capital, changing the face value of shares from Rs. 10 to Rs. 2,00,000 each.
• Approval to invest, lend, or provide guarantees/security up to Rs. 2000 Cr. to bodies corporate, trusts, or firms, with authorized company officials empowered to execute necessary documents and comply with regulatory requirements following resolution with or without modification as a Special Resolution.
• To approve by Special Resolution the appointment of Mrs. Jyothi Ashish Pradhan (DIN 06733156) as Whole-time Director of the Company for a 5 year term from 1st April 2025 to 31st March 2030, along with fixing her remuneration, based on the Board and Nomination Committee’s recommendation:
  

Particulars	Amount (Rs., Cr.)
Basic salary (per month)	20,00,000
HRA% HRA (per month)	50% 10,00,000
PF	As applicable

The Company has set 16th June 2025 as the Record Date to identify members eligible for the dividend for the year ending March 31, 2025. Remote e-voting will open on Monday, 16th June 2025 at 9:00 A.M. and close on Monday, 23rd June 2025 at 5:00 P.M., after which the NSDL voting portal will be disabled.