AGM Details

The 19th AGM is scheduled to be held on Thursday, September 24, 2026 at 11:30 AM IST through Video Conferencing/Other Audio Visual Means. The record date for determining shareholder eligibility is Thursday, September 17, 2026. The remote e-voting period runs from Monday, September 21, 2026 at 9:00 AM IST to Wednesday, September 23, 2026 at 5:00 PM IST. Results of e-voting will be declared on or before Monday, September 28, 2026.

Ordinary Business Items

1. Adoption of Financial Statements
  • Resolution: Ordinary Resolution to adopt Audited Standalone and Consolidated Financial Statements for FY 2025-26 ending March 31, 2026
  • Includes: Balance Sheet, Profit & Loss Account, Cash Flow Statement with schedules and notes, along with Board of Directors and Auditors reports
2. Declaration of Final Dividend
  • Resolution: Ordinary Resolution to declare final dividend
  • Rate: 50% i.e., ₹2.50 per equity share of face value ₹5 each
  • Shares: 8,18,71,122 equity shares
  • Record Date: To be fixed for determining eligibility
3. Re-appointment of Director
  • Director: Mr. Chetankumar C. Vaghasia (DIN: 01375540)
  • Nature: Retires by rotation and offers himself for re-appointment
  • Resolution: Ordinary Resolution

Special Business Items

4. Ratification of Cost Auditor Remuneration
  • Auditor: M/s Chirag Vallabhbhai Vekariya & Co. (Firm Registration No. 001422)
  • Remuneration: ₹4,00,000 (Rupees Four Lakhs) excluding out-of-pocket expenses and applicable taxes
  • Period: Financial year 2026-27
  • Resolution: Ordinary Resolution
  • Approval: Recommended by Audit Committee and approved by Board on April 30, 2026
5. Reappointment of Whole Time Director
  • Director: Mr. Ram Mohan Lokhande (DIN: 08117035)
  • Term: Five years from February 08, 2027 to February 07, 2032
  • Remuneration: Not to exceed 5% per annum of net profits calculated under Section 198 of Companies Act
  • Current Remuneration: ₹18.83 million for FY 2025-26 (exclusive of ESOP perquisites and TDS)
  • Proposed Structure: ₹20,00,000 per month salary with potential performance bonus up to ₹15 million annually
  • Additional Benefits: PF, gratuity, leave encashment, company car, accommodation/HRA, insurance, LTA
  • Resolution: Ordinary Resolution
  • ESOP Holdings: Granted 2,000 options (exercised) and 27,273 options (60% time-based, 40% performance-based vesting over 4 years)
6. Reappointment of Independent Director
  • Director: Mrs. Anita Bandyopadhyay (DIN: 08672071)
  • Term: Second term of five years from February 08, 2027 to February 07, 2032
  • Remuneration: Sitting fees and profit-based commission within statutory limits
  • Resolution: Special Resolution
7. ESOP Grants to Subsidiary Employees
  • Scheme: 'Ami Organics Employees Stock Option Scheme 2023'
  • Purpose: Extend ESOP benefits to eligible employees of Indian subsidiaries
  • Pool Size: 6,68,740 options (adjusted post 1:2 stock split)
  • Exercise: One option converts to one equity share of ₹5 face value
  • Subsidiaries Covered: Acutaas Chemicals Electrolytes Private Limited, Acutaas Advance Material Limited, Baba Fine Chemicals, Enchem Ami Organics Private Limited
  • Resolution: Special Resolution
8. Loan/Guarantee/Security to Subsidiary
  • Subsidiary: Acutaas Chemicals Electrolytes Private Limited (ACEPL)
  • Holding: 90% (reduced from 100% after May 19, 2026 preferential issue)
  • Limit: ₹1,000 million (Rupees One Thousand Million) outstanding at any point
  • Purpose: Principal business activities including capex, working capital, expansion
  • Current Outstanding: ₹142,412,185 as of June 30, 2026
  • Interest Rate: Prevailing bank lending rates (7.5-8.5%) plus 0.25% markup
  • Security: Unsecured
  • Resolution: Special Resolution
9. Material Related Party Transactions with Subsidiary
  • Related Party: Acutaas Chemicals Electrolytes Private Limited (ACEPL)
  • Transaction Types: Sale/supply of goods, purchase of raw materials, loans/advances, other transfers
  • Maximum Limit: ₹2,900 million (Rupees Two thousand and Nine-hundred million)
  • Validity: From 19th AGM date until 20th AGM
  • FY 2025-26 Transactions: ₹8.24 crore total (loans: ₹7.15 crore, interest: ₹0.60 crore, rent: ₹0.01 crore, reimbursements: ₹0.49 crore)
  • Current FY Transactions (up to June 30, 2026): ₹5.34 crore total (loans: ₹3.25 crore, interest: ₹0.26 crore, rent: ₹0.003 crore, sales: ₹1.83 crore)
  • ACEPL Financials (FY 2025-26): Revenue ₹0.19 million, PAT (₹37.3) million, Networth (₹58.3) million
  • Resolution: Ordinary Resolution

Capital Structure Impact

The dividend declaration represents a cash outflow from profits. The ESOP grants, if exercised, would result in dilution of up to 6,68,740 equity shares of ₹5 face value each.

Voting and Participation Details

The AGM will be conducted entirely through virtual mode. Shareholders can vote remotely from September 21-23, 2026, or during the meeting on September 24, 2026. Institutional investors are encouraged to participate virtually.

Dividend Payment Details

The final dividend of ₹2.50 per share, if approved, will be paid within 30 days of declaration to shareholders on record date. TDS will be applicable as per Income Tax Act provisions.