AGM Details

  • Meeting Date: Friday, August 7, 2026
  • Time: 3:00 PM IST
  • Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Cut-off Date: Friday, July 31, 2026 (for determining voting rights)
  • Remote e-Voting Period: Tuesday, August 4, 2026 (9:00 AM IST) to Thursday, August 6, 2026 (5:00 PM IST)

Ordinary Business

Item 1: Adoption of Financial Statements

  • To receive, consider and adopt:
  • Audited Standalone Financial Statements for FY 2025-26 with Auditors' and Board of Directors' Reports
  • Audited Consolidated Financial Statements for FY 2025-26 with Auditors' Report

Item 2: Reappointment of Director

  • To appoint Mr. Vijay Sankar (DIN: 00007875) who retires by rotation and is eligible for reappointment

Special Business

Item 3: Appointment of Director (Ordinary Resolution)

  • Appointment of Mr. V S Radhakrishnan (DIN: 08064705) as Non-Executive and Non-Independent Director
  • Fills casual vacancy caused by resignation of Mr. Sumit Maheshwari (DIN: 06920646)
  • Board approved on May 25, 2026, based on Nomination and Remuneration Committee recommendation
  • Post-appointment, board composition will be 5 Independent Directors and 3 Non-Independent Directors
  • Mr. Radhakrishnan holds no shares in the company and is not related to any director/KMP

Item 4: Ratification of Cost Auditor Remuneration (Ordinary Resolution)

  • Ratification of remuneration of ₹5,75,000 (Rupees Five Lakhs Seventy Five Thousand Only) to N Sivashankaran & Co. (Firm Registration No. 100662)
  • Plus reimbursement of out-of-pocket expenses and applicable taxes
  • Appointed as Cost Auditor for FY 2026-27 by Board on May 25, 2026

Item 5: Independent Director Remuneration (Ordinary Resolution)

  • Approval for payment to Independent Directors for FY 2026-27 to 2028-29:
  • Higher of: (i) Commission not exceeding 1% of net profits, or (ii) Remuneration as per Schedule V in case of loss/inadequate profits
  • Subject to maximum aggregate of ₹1,00,00,000 (Rupees One Crore Only) per year
  • Excludes sitting fees and meeting attendance expenses
  • Distribution among Independent Directors as recommended by Nomination and Remuneration Committee and approved by Board
  • Previous approval valid until FY 2025-26

Financial Performance Highlights (as disclosed in Explanatory Statement)

| Particulars | 31.03.2026 | 31.03.2025 | 31.03.2024 |

| Revenue (₹ Crores) | 2169.98 | 2387.61 | 1655.58 |

| Profit/(loss) before Tax (₹ Crores) | (1038.55) | (111.9) | (156.17) |

| Profit/(loss) after tax (₹ Crores) | (1003.39) | (65.57) | (103.87) |

| Paid up share capital (₹ Crores) | 79.06 | 79.06 | 79.06 |

| Reserve and Surplus (₹ Crores) | 3114.41 | 4117.62 | 3761.20 |

Reasons for Loss (as disclosed)

  • Difficult and challenging market environment for company's products
  • Exceptional items during the year
  • Absence of adequate government intervention to curb excessive dumping of PVC into India

Company Business Description

  • Leading specialty chemicals manufacturer in India
  • Focus on Specialty Paste PVC resin and custom manufacturing for pharmaceutical, agrochemical and fine chemicals sectors
  • Largest manufacturer of Specialty Paste PVC resin in India
  • Fourth largest manufacturer of Caustic Soda in India
  • Largest manufacturer of Hydrogen Peroxide in South India
  • Oldest manufacturer of Chloromethanes in India
  • Wholly owned subsidiary Chemplast Cuddalore Vinyls Limited manufactures and sells Suspension PVC

Voting and Meeting Logistics

  • Scrutinizer: B Ravi & Associates (Firm Registration Number: P2016TN052400), represented by CS Dr. B. Ravi (FCS No.:1810 CP No.:3318)
  • e-Voting Agency: KFin Technologies Limited
  • VC/OAVM Platform: https://emeetings.kfintech.com/
  • Document Availability: Notice and Annual Report available on company website (www.chemplastsanmar.com), BSE (www.bseindia.com), NSE (www.nseindia.com), and KFin website (https://evoting.kfintech.com)
  • Speaker Registration: July 31, 2026 to August 3, 2026
  • Question Submission: July 31, 2026 to August 3, 2026
  • Results Declaration: To be declared to stock exchanges within 2 working days post-AGM

Independent Director Details (for Remuneration Proposal)

Current Independent Directors:

1. Mr. Aditya Jain (since April 2021) - Chairman, International Market Assessment India Private Limited

2. Mr. Sanjay Vijay Bhandarkar (since April 2021) - Director on boards of Tata Consultancy Services, Tata Power, HDFC AMC

3. Mr. Vikram Taranath Hosangady (since May 13, 2025) - Director on boards of MRF Limited, Bajaj Electricals Limited

4. Mr. Prasad Raghava Menon (since April 2021) - Former MD of Tata Power and Tata Chemicals

5. Dr. (Mrs) Lakshmi Vijayakumar (since April 2021) - Founder of SNEHA NGO, medical professional

Past Remuneration to Independent Directors:

  • FY 2021-22: ₹10.00 lakhs each to Mr. Jain, Mr. Bhandarkar, Mr. Menon
  • FY 2022-23: ₹8.00 lakhs each to Mr. Jain, Mr. Bhandarkar, Mr. Menon
  • FY 2023-24: ₹8.00 lakhs each to Mr. Jain, Mr. Bhandarkar, Mr. Menon
  • FY 2024-25: ₹8.00 lakhs each to Mr. Jain, Mr. Bhandarkar, Mr. Menon
  • Mr. Hosangady eligible from FY 2025-26 onward

Director Particulars for Appointment/Reappointment

Mr. Vijay Sankar (Item 2)

  • DIN: 00007875, Age: 53 years
  • Qualifications: Chartered Accountant, MBA from Kellogg School of Management
  • First appointed: April 26, 2021
  • Last reappointment: August 8, 2024
  • Holds no shares in the company
  • Attended 7 out of 7 board meetings in FY 2025-26

Mr. V S Radhakrishnan (Item 3)

  • DIN: 08064705, Age: 63 years
  • Qualifications: Post Graduate in Commerce, MBA from Madras University
  • Experience: Over 30 years in State Bank of India, retired as Deputy Managing Director
  • First appointed: May 25, 2026
  • Holds no shares in the company
  • Attended 1 out of 1 board meeting in FY 2026-27