Key Dates and Process Details

  • Cut-off Date for determining voting rights: Friday, 29th May 2026
  • E-voting Commencement: 9:00 AM IST on Friday, 5th June 2026
  • E-voting Closure: 5:00 PM IST on Saturday, 4th July 2026
  • Results Declaration: Within 2 (two) working days from the close of business hours on Saturday, 4th July 2026
  • Scrutinizer: Mr. Vikas R. Chomal, Practicing Company Secretary (COP No. 12133)
  • E-voting Service Provider: National Securities Depository Limited (NSDL)
  • EVEN (Event Number): 139556

The notice is being sent electronically only to members registered on the cut-off date who have registered their email addresses, in compliance with MCA Circular No. 03/2025 dated 22nd September 2025 and relevant SEBI circulars. Physical copies are not being dispatched. Members can also vote by physically sending a printed Postal Ballot Form to the Scrutinizer by the deadline.

Proposed Resolutions for Shareholder Approval

1. Ordinary Resolution: Appointment of Mr. Vishal Sharma as Director (Non-Executive, Non-Independent)

  • Name: Mr. Vishal Sharma
  • DIN: 00085416
  • Current Status: Appointed as Additional Director (Non-Executive, Non-Independent) and Chairperson of the Board with effect from close of business hours on 13th April 2026.
  • Proposed Role: Director (Non-Executive, Non-Independent) liable to retire by rotation.
  • Skills: Strategy and Business, Industry Expertise, Market Expertise, People and Talent Understanding, Governance, Finance & Risk.
  • Approval Required: Pursuant to Regulation 17(1C) of SEBI Listing Regulations.

2. Ordinary Resolution: Appointment of Mr. Burjis N. Godrej as Director (Non-Executive, Non-Independent)

  • Name: Mr. Burjis N. Godrej
  • DIN: 08183082
  • Background: Stepped down from his executive role as Managing Director (effective 13th April 2026) to focus on Godrej Agrovet Limited (Parent Company). Was Managing Director for a term from 1st April 2025 to 31st March 2030.
  • Current Status: Appointed as Additional Director (Non-Executive, Non-Independent) with effect from close of business hours on 13th April 2026.
  • Proposed Role: Director (Non-Executive, Non-Independent) liable to retire by rotation.
  • Skills: Strategy and Business, Industry Expertise, Market Expertise, Technology Perspective, Governance, Finance & Risk.
  • Approval Required: Pursuant to Regulation 17(1C) of SEBI Listing Regulations.

3. Ordinary Resolution: Appointment of Mr. Arijit Mukherjee as a Director

  • Name: Mr. Arijit Mukherjee
  • DIN: 07334111
  • Current Status: Appointed as an Additional Director and is the current Chief Operating Officer (COO) of the Company.
  • Proposed Role: Director, not liable to retire by rotation.
  • Shareholding: Holds 7,096 Equity Shares (0.03% of share capital).
  • Skills: Strategy and Business, Industry Expertise, Market Expertise, Technology Perspective, Governance, Finance & Risk.
  • Approval Required: For his appointment as a Director.

4. Special Resolution: Appointment and Remuneration of Mr. Arijit Mukherjee as Executive Director & COO

  • Name: Mr. Arijit Mukherjee
  • DIN: 07334111
  • Proposed Role: Executive Director (while continuing as Chief Operating Officer).
  • Term: 3 years, from 13th April 2026 to 12th April 2029.
  • Remuneration Package (per annum):
  • Basic Salary: ₹35,00,000 to ₹42,00,000
  • Allowances & Perquisites: ₹1,18,00,000 to ₹1,40,00,000 (incl. HRA, Supplementary Allowance, Education Allowance, LTA, food, company car, etc.)
  • Performance Linked Variable Remuneration (PLVR): Target of ₹30,00,000 to ₹36,00,000 (actual payout can be higher/lower)
  • Company's Contribution to Retirement Benefits: ₹5,50,000 to ₹7,00,000 (PF, Superannuation, Gratuity)
  • Stock Options/Stock Grants: ₹8,00,000 to ₹12,00,000 (annualized)
  • Retention Payout/Long Term Incentive (LTI): ₹37,70,000 to ₹45,00,000 (cash and/or stock options at tenure end)
  • Other Benefits: Company driver, phone/internet reimbursement, entertainment allowance, insurance, club fees, leave encashment, housing & contingency loans.
  • Total Potential Annual Remuneration: Approximately ₹2.81 Crore (maximum range).
  • Justification: Based on his experience of over 20 years in Agri Inputs, significant role in strengthening operations, and contribution to growth.
  • Minimum Remuneration Clause: Approval is sought to pay the above remuneration even in years of loss or inadequacy of profit, subject to compliance with Companies Act, 2013 and Schedule V.
  • Last Drawn Remuneration (as COO, FY 2025-26): ₹1,42,91,751

5. Special Resolution: Appointment of Mr. Mathew Eipe as Independent Director

  • Name: Mr. Mathew Eipe
  • DIN: 00027780
  • Current Status: Appointed as an Additional Director (Non-Executive, Independent) with effect from 13th April 2026.
  • Proposed Role: Independent Director.
  • Term: From 13th April 2026 to 6th June 2027.
  • Skills: Strategy and Business, Industry Expertise, Market Expertise, People & Talent Understanding, Governance, Finance & Risk.
  • Approval Required: Pursuant to Sections 149, 150, 152 of the Companies Act, 2013 and Regulation 17(1C) of SEBI Listing Regulations.

6. Ordinary Resolution: Approval for Related Party Transactions with Godrej Agrovet Limited (Holding Company)

  • Related Party: Godrej Agrovet Limited (Holding Company, holds 67.03% directly).
  • Nature of Proposed Transactions (FY 2026-27): Sale/purchase of goods/materials, availing/rendering services, rent, reimbursement of expenses, inter-corporate deposits (including interest).
  • Aggregate Value Sought: ₹300 Crore.
  • Materiality: Represents 66.19% of the Company's annual consolidated turnover for FY 2025-26 (₹45,321.65 Lakh). Represents 2.93% of Godrej Agrovet's annual consolidated turnover.
  • Justification: Business synergies, expected to enhance capacity utilisation, improve operational efficiency, and contribute to higher profitability. Inter-corporate deposits would support funding needs and efficient liquidity management.
  • Terms: Arm's length basis, in the ordinary course of business. For loans/deposits, interest will be compliant with the Companies Act and comparable to market benchmarks (unsecured).
  • Previous Year Transactions (FY 2025-26): Total transactions amounted to approximately ₹6.92 Crore (details provided in explanatory statement).

7. Ordinary Resolution: Approval for Related Party Transactions with Godrej Industries Limited (Ultimate Holding Company)

  • Related Party: Godrej Industries Limited (Ultimate Holding Company, does not hold direct shares).
  • Nature of Proposed Transactions (FY 2026-27): Sale/purchase of goods/materials, availing/rendering services, rent, reimbursement of expenses.
  • Aggregate Value Sought: ₹105 Crore.
  • Materiality: Represents 23.17% of the Company's annual consolidated turnover for FY 2025-26 (₹45,321.65 Lakh). Represents 0.47% of Godrej Industries' annual consolidated turnover (Standalone FY 2025-26: Turnover ₹4,809.15 Cr, PAT ₹61.02 Cr, Net Worth ₹1,769.26 Cr).
  • Justification: To explore business opportunities, expected to enhance capacity utilisation, improve operational efficiency, and contribute to higher profitability.
  • Terms: Arm's length basis, in the ordinary course of business.
  • Previous Year Transactions (FY 2025-26): Minimal transactions related to expense reimbursements (~₹6.8 Lakh).

Financial Context

  • Consolidated Turnover (FY 2025-26): ₹45,321.65 Lakh
  • Net Worth (as on 31st March 2026): ₹38,986.64 Lakh (Standalone)
  • The Company incurred a loss in FY 2025-26.

Voting Instructions and Availability of Documents

  • The Postal Ballot Notice, Explanatory Statement, and Postal Ballot Form are available on the Company's website (www.godrejastec.com), BSE (www.bseindia.com), NSE (www.nseindia.com), and NSDL (https://www.evoting.nsdl.com/).
  • Detailed instructions for e-voting for both demat and physical shareholders are provided in the notice.
  • Members can request a copy or raise queries via email: astecinvestors@godrejastec.com.
  • The draft agreement for Mr. Arijit Mukherjee's appointment and the terms & conditions for other director appointments are available for inspection by members upon request.