Kothari Petrochemicals : Notice for Annual General Meeting and Annual Report for the year

Board of Directors

Nina B. Kothari - Chairperson

Arjun B. Kothari - Managing Director

M. Rajavel - Whole Time Director

S. Sundarraman - Independent Director

V. V. SuryaRau - Independent Director

Brij Mohan Bansal - Independent Director

Gautam Roy - Independent Director

Company Secretary

K. Priya

Chief Financial Officer

S. Sivamahesh

Statutory Auditors

P. Chandrasekar LLP

Chartered Accountants

No.18A, 1st Floor, Plot No. 5, Balaiah Avenue,

Luz, Mylapore, Chennai - 600 004.

Internal Auditors

R. Subramanian & Co. LLP

Chartered Accountants

No. 6, Krishnaswamy Avenue,

Luz, Mylapore, Chennai - 600 004.

Cost Auditors

P. Raju Iyer, M. Pandurangan & Associates No.42, Flat 1B, Sundar Regency, 3rd Street, Choolaimedu, Chennai - 600 094.

Secretarial Auditor

V. Vasumathy & Associates,

No.10/23, Vinayagam Street,

R.A. Puram, Chennai - 600 028.

Registered Office

"Kothari Buildings"

No.115, Mahatma Gandhi Salai, Nungambakkam, Chennai - 600 034. Phone No. 044 - 35225527 / 35225528 e-mail: secdept@hckgroup.com Website: www.kotharipetrochemicals.com

Legal Advisors

S. Ramasubramaniam & Associates

Advocates

No.6/1, Bishop Wallers Avenue (West),

Mylapore, Chennai - 600 004.

Manufacturing Unit

No. 1/2-B, 33/5, Sathangadu Village,

Tiruvottiyur - Ponneri High Road,

Manali, Chennai - 600 068, Tamil Nadu.

Phone No. 044 - 2594 1308 / 1309.

Registrar & Share Transfer Agent

M/s. Cameo Corporate Services Limited Subramanian Building, 5th Floor,

No.1, Club House Road, Chennai - 600 002. Phone No. 044 - 28460390 (5 Lines) / 40020700 Fax No.: 044 - 28460129

e-mail : investor@cameoindia.com

Listing

The National Stock Exchange of India Limited (NSE)

ISININE720A01015

CINL11101TN1989PLC017347

Notice is hereby given that the 33rd Annual General Meeting of Kothari Petrochemicals Limited will be held on Tuesday, 02nd August 2022 at 10.30 A.M. through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") to transact the following business:

Ordinary Business

1. To consider and adopt theAudited Financial Statements of the Company for the financial year ended March 31,
   2022, the Reports of the Auditors thereon and Report of the Board of Directors.
2. To appoint a Director in the place of Mrs.Nina B Kothari, (DIN: 00020119) who retires by rotation and being eligible offers herself for re-appointment.
3. Re-appointmentof Statutory Auditors for a second term of five years
   To consider and if thought fit, to pass with or without modification(s), the following Resolution as an
   Ordinary Resolution:
   "Resolved that pursuant to the provisions of Section 139, 142 and other applicable provisions if any, of the Companies Act, 2013 read with the Companies
   (Audit and Auditors) Rules, 2014 (including statutory modification(s) or re-enactment(s) thereof, for the time
   being in force), M/s. P. Chandrasekar LLP, Chartered Accountants (Registration No.: 000580S/S200066),
   be and are hereby re-appointedas Statutory Auditors of the Company for a second term of 5 (five) years to hold office till the conclusion of the 38th Annual General
   Meeting of the Company at such remuneration as shall be fixed by the Board of Directors of the Company".

Special Business

4. Ratification of Remuneration to Cost Auditor

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an

Ordinary Resolution:

"Resolved that subject to the provisions of Section 148 and other applicable provisions, if any, of the

CompaniesAct, 2013 and Companies (Audit &Auditors)

Rules, 2014 (including statutory modification(s) or

re-enactment(s) thereof, for the time being in force), payment of remuneration of ` 1,00,000/- (Rupees One Lakh only) plus applicable taxes and reimbursement of out of pocket expenses to M/s. P. Raju Iyer, M. Pandurangan & Associates, Cost Accountant in practice for conducting the audit of cost records for the Poly Iso Butylene (PIB) unit of the Company for the year

2022-2023 which has been approved by the Board, be and is hereby ratified and confirmed".

5. To consider and approve the Re-appointment of Mr. S. Sundarraman as an Independent Director of the Company

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special

Resolution:

"Resolved that pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange

Board of India (Listing Obligations and Disclosure

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

for the time being in force), Mr. S. Sundarraman (DIN: 01032768), who was appointed as an Independent Director and who holds office as an Independent Director till Nov 21, 2022 and in respect of whom the Company has received a notice in writing under Section

160 of theAct from a Member proposing his candidature for the office of Director, being eligible, be and is hereby

re-appointedas an Independent Director, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years, that is, upto Nov 21, 2027 subject to him continuously fullfilling the Independent

Director criteria on the effective date of re-appointment.

Resolved further that the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments, and writings as may be required to give effect to the aforesaid Resolution."