Key Dates

  • AGM Date: Wednesday, August 12, 2026, at 3:00 PM IST
  • Meeting Mode: Video Conferencing / Other Audio-Visual Means (VC/OAVM)
  • E-Voting Period: Commences Sunday, August 9, 2026 (9:00 AM IST) and ends Tuesday, August 11, 2026 (5:00 PM IST)
  • Cut-off Date for E-Voting & Dividend Eligibility: Wednesday, August 5, 2026
  • Book Closure Period: Friday, July 31, 2026, to Wednesday, August 5, 2026 (both days inclusive)
  • Expected Dividend Payment Date: On or after Monday, August 17, 2026
  • Last Date for Query Submission: Friday, July 31, 2026

Ordinary Business Items

1. Adoption of Financial Statements

To consider and adopt the audited financial statements and the audited consolidated financial statements of the Company for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.

2. Declaration of Dividend

To declare a dividend of ₹25 (Rupees Twenty-Five Only) per equity share of face value ₹10 each for the financial year ended March 31, 2026. The dividend is recommended by the Board of Directors and is to be paid out of the profits of the Company.

3. & 4. Appointment of Directors

To appoint the following directors, who retire by rotation and are eligible for re-appointment:

  • Mr. Pradip P. Shah (DIN: 00066242)
  • Dr. Ramkumar Dhruva (DIN: 00223237)

The appointments are to be made as Ordinary Resolutions pursuant to Section 152 of the Companies Act, 2013.

Special Business Items

5. Remuneration to Cost Auditors

To ratify the payment of remuneration to the Cost Auditors, M/s. R. Nanabhoy & Co. (Firm Registration No. 000010), for the financial year ending March 31, 2027.

  • Appointed By: Board of Directors at their meeting held on May 19, 2026.
  • Remuneration Amount: ₹18,91,000/- (Rupees Eighteen Lakhs Ninety-One Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses.
  • Rationale: Required under Section 148(3) of the Companies Act, 2013, based on the recommendation of the Audit Committee and Board approval.

6. Approval for Material Related Party Transactions (RPTs)

To seek member approval for entering into material related party transactions for FY 2026-27 and FY 2027-28 (until the 2027 AGM) with the following affiliates, as per Regulation 23 of SEBI LODR:

| Related Party | Country | Nature of Transactions | Proposed Limit (₹ Crore/Annum) |

| BASF Hong Kong Limited | Hong Kong | Sale/purchase of chemicals/materials; Availing/rendering services | 4,500 |

| BASF South East Asia Pte Ltd | Singapore | Sale/purchase of chemicals/materials; Availing/rendering services | 2,600 |

Justification & Details:

  • Relationship: Both are affiliate companies, being subsidiaries of the same holding company, BASF SE, Germany.
  • Materiality Threshold: The Company's consolidated turnover for FY 2025-26 was ₹14,944 crore, making the materiality threshold ₹1,494 crore (10% of turnover). Both proposed transactions exceed this threshold.
  • Basis of Pricing: Transactions are stated to be on an arm's length basis and in the ordinary course of business, using the Transactional Net Margin Method (TNMM) for goods and a cost-plus mark-up for services, per the Group's Inter-Company Transfer Pricing Policy.
  • Tenure: Approval is sought for transactions until the AGM in calendar year 2027 (max 15 months).
  • FY2025-26 Transaction Value: With BASF Hong Kong: ₹3,687 crore; With BASF South East Asia: ₹1,451 crore.
  • Financials of Related Parties (FY2025, USD converted at ₹87.166098):
  • BASF Hong Kong: Turnover ₹25,316 cr, Net Worth ₹1,074 cr, Net Profit ₹294 cr.
  • BASF South East Asia: Turnover ₹9,666 cr, Net Worth ₹1,700 cr, Net Profit ₹87 cr.
  • Voting Restriction: Related parties, as defined by SEBI LODR, shall not vote on this resolution.

Additional Material Information from Notes to the Notice

Unclaimed Dividend & IEPF Transfer

  • An amount of ₹6,30,372/- (Rupees Six Lakhs Thirty Thousand Three Hundred Seventy-Two Only), being the unpaid/unclaimed dividend for FY 2017-18, along with 36,059 corresponding equity shares, was transferred to the Investor Education and Protection Fund (IEPF) on October 16, 2025.
  • Upcoming due dates for transfer of unpaid dividends to IEPF for subsequent financial years are provided, urging members to claim dividends to avoid share transfer to IEPF.

Dividend Payment & TDS

  • Dividend will be paid via electronic modes (NACH). For physical shareholders, folios must be KYC compliant by August 5, 2026.
  • TDS will be applicable on dividend income as per Finance Act 2020. Members must ensure PAN is linked with Aadhaar and registered with the RTA/Depository to avoid a higher deduction rate of 20%.
  • Resident individuals not liable to pay tax can submit a declaration for non-deduction by July 24, 2026.

E-Voting and AGM Attendance

  • The company has appointed NSDL as the e-Voting agency and Mr. Hemant Shetye, Practicing Company Secretary, as the Scrutinizer.
  • Detailed, multi-step instructions are provided for members to vote remotely based on their holding type (demat with NSDL, demat with CDSL, or physical).
  • Members can attend the AGM via VC/OAVM, with the link available through the NSDL e-Voting system. Attendance will be counted for quorum.

Other Administrative Notes

  • The notice and annual report are being sent electronically. Physical copies are not provided.
  • Members are urged to convert physical holdings to demat form and ensure their KYC details (PAN, bank details, nomination) are updated with the RTA, MUFG Intime India Private Limited.
  • The company has paid annual listing fees for FY 2025-26 and 2026-27 to BSE and NSE.