AGM Details

The 44th Annual General Meeting of Emami Paper Mills Limited will be held on Friday, 4th September, 2026, at 11:30 a.m. (IST) through Video Conferencing/Other Audio-Visual Means facility. The registered office at 687, Anandapur, 1st Floor, E.M. Bypass, Kolkata - 700107, West Bengal is deemed to be the venue.

Ordinary Business Items

1. Adoption of Financial Statements

  • To receive, consider and adopt the Audited Financial Statements for FY 2025-26 ended 31st March, 2026
  • Together with Reports of Board of Directors and Auditors

2. Declaration of Dividend

  • Preference Share Dividend: 8% p.a. (₹8 per share of ₹100 face value) payable proportionately for period shares remained outstanding during FY 2025-26
  • Equity Share Dividend: 160% (₹3.20 per share of ₹2 face value) for FY 2025-26
  • Record Date/Book Closure: Friday, 28th August, 2026
  • Register of Members and Share Transfer Book will remain closed from Saturday, 29th August, 2026 to Friday, 4th September, 2026 (both days inclusive)
  • Dividend payment to be made within statutory limit of 30 days of approval

3. Re-appointment of Director

  • Mr. Manish Goenka (DIN: 00363093) retires by rotation and offers himself for re-appointment

4. Re-appointment of Director

  • Mr. Aditya V. Agarwal (DIN: 00149717) retires by rotation and offers himself for re-appointment

Special Business Items

5. Ratification of Cost Auditor Remuneration

  • Remuneration of ₹1,65,000/- plus applicable taxes and out-of-pocket expenses to M/s. V.K. Jain & Co. (Firm Registration No.: 00049)
  • For cost audit for financial year ending 31st March, 2027
  • Appointed by Board at meeting held on 28th May, 2026

6. Revision in Remuneration of Mr. Manish Goenka

  • Revision effective from 1st April, 2026 to 30th June, 2026 (residual tenure)
  • Salary increase from ₹18,00,000/- per month to ₹27,00,000/- per month
  • Special Resolution required due to excess over limits prescribed under Regulation 17(6)(e) of SEBI Listing Regulations
  • All other terms and conditions from previous appointment (approved 12th September, 2023) remain unchanged

7. Re-appointment of Mr. Manish Goenka as Vice Chairman

  • Re-appointment as Whole-time Director designated as Vice Chairman for 3 years from 1st July, 2026 to 30th June, 2029
  • Remuneration package includes:
  • Salary: ₹27,00,000/- to ₹32,00,000/- per month range
  • Commission based on net profits (within Section 197 limits)
  • Incentive remuneration up to 100% of annual salary if profits inadequate
  • Perquisites: accommodation, medical reimbursement (1 month's salary ceiling), LTA (1 month's salary ceiling), car, telephone expenses
  • Provident Fund, gratuity, leave encashment (not included in remuneration ceiling)
  • Minimum remuneration payable if company has no profits or inadequate profits

8. Revision in Remuneration of Mr. Aditya V. Agarwal

  • Revision effective from 1st April, 2026 for residual tenure
  • Salary increase from ₹18,00,000/- per month to ₹27,00,000/- per month
  • Salary range: ₹27,00,000/- to ₹29,50,000/- per month
  • Similar remuneration structure as Mr. Manish Goenka (commission, incentive, perquisites)
  • Special Resolution required due to excess over limits prescribed under Regulation 17(6)(e) of SEBI Listing Regulations

Financial Performance Context (Annexure III)

  • Paid-up Equity Share Capital: ₹12.10 crore (consistent across FY 2023-24 to 2025-26)
  • Reserve & Surplus: ₹483.64 crore (FY 2025-26), ₹499.25 crore (FY 2024-25), ₹518.49 crore (FY 2023-24)
  • Revenue from Operations: ₹1,907.23 crore (FY 2025-26), ₹1,928.04 crore (FY 2024-25), ₹1,993.84 crore (FY 2023-24)
  • EBITDA: ₹217.18 crore (FY 2025-26), ₹146.27 crore (FY 2024-25), ₹240.15 crore (FY 2023-24)
  • Profit Before Tax: ₹93.36 crore (FY 2025-26), ₹33.39 crore (FY 2024-25), ₹112.15 crore (FY 2023-24)
  • Profit After Tax: ₹61.38 crore (FY 2025-26), ₹26.01 crore (FY 2024-25), ₹84.30 crore (FY 2023-24)
  • Net Worth: ₹575.31 crore (FY 2025-26), ₹677.72 crore (FY 2024-25), ₹774.11 crore (FY 2023-24)

Director Details (Annexure II)

Mr. Manish Goenka

  • Age: 52 years, First appointment: 1st February, 2000
  • FY 2025-26 Remuneration: ₹4,58,06,855/- (including incentive remuneration)
  • Shareholding: 4,20,440 equity shares (0.69%)
  • Directorships: Emami Group of Companies Pvt Ltd, Emami East Bengal FC Private Limited

Mr. Aditya V. Agarwal

  • Age: 51 years, First appointment: 23rd October, 2000
  • FY 2025-26 Remuneration: ₹4,69,04,489/- (including incentive remuneration)
  • Shareholding: 6,853 equity shares (0.01%)
  • Directorships: Emami Limited (listed), Ajanta Suppliers Private Limited, Emami Group of Companies Pvt Ltd, Diwakar Finvest Private Limited
  • Relationship: Spouse of Mrs. Richa Agarwal, Non-Executive Director of the company

Voting Arrangements

  • Remote e-voting period: Tuesday, 1st September, 2026 at 09:00 a.m. to Thursday, 3rd September, 2026 at 05:00 p.m.
  • Scrutinizer: Mr. Raj Kumar Banthia (ACS-17190/CP-18428), Partner of M/s MKB & Associates
  • Results to be declared post-AGM and placed on company website (www.emamipaper.com) and CDSL website (www.evotingindia.com)

Dividend Taxation Details

  • TDS applicable as per Income-Tax Act, 2025
  • Resident individuals: 10% TDS if PAN provided; 20% if PAN not provided/valid
  • No TDS for resident individuals if dividend ≤ ₹10,000
  • Non-residents: 20% plus surcharge and cess or tax treaty rate, whichever beneficial
  • Documents required for lower/NIL deduction must be submitted by 28th August, 2026
  • Dividend payment only through electronic mode

Additional Information

  • Statutory Auditors: M/s. S K Agrawal and Co Chartered Accountants LLP (appointed for 5 years until 45th AGM in 2027)
  • Unclaimed dividend for FY 2018-19 to be transferred to IEPF on 17th September, 2026
  • Shareholders must update PAN, contact details, bank account details, specimen signature for physical shares
  • Special window for transfer/dematerialization of physical securities sold/purchased before April 1, 2019: open from February 5, 2026 to February 4, 2027