AGM Details

  • Meeting Date: Friday, August 7, 2026
  • Time: 11:00 A.M. (IST)
  • Mode: Through Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Cut-off Date: Friday, July 31, 2026 (for determining voting rights)
  • Venue: Deemed to be conducted at Registered Office: DLF Downtown, Block-3, 1st Floor, DLF Phase-3, Sector 25A, Gurugram, Haryana, India - 122002

Ordinary Business Items

1. Adoption of Financial Statements

To receive, consider and adopt the audited financial statements of the Company for the Financial Year ended March 31, 2026, together with the reports of the Board of Directors and Auditors thereon.

2. Dividend Declaration

To declare a dividend of ₹0.50 (Fifty Paisa) per Equity Share of ₹1 each for the Financial Year ended March 31, 2026.

3. Director Re-appointment

To appoint a director in place of Mr. Shobhan Mittal (DIN: 00347517), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business Items

4. Alteration of Articles of Association (Special Resolution)

Pursuant to Section 14 of Companies Act, 2013, to alter Article 58(17) of the Articles of Association to enable payment of remuneration to Independent Directors in the event of absence or inadequacy of profits, subject to member approval and compliance with applicable laws.

The proposed new Article 58(17) states: "An Independent Director shall not be entitled to any stock option and may receive sitting fees and reimbursement of expenses for participation in meetings of the Board or Committees thereof or for any other purpose as may be permitted under the Act and decided by the Board. On the basis of recommendations of the Nomination and Remuneration Committee, an Independent Director may also be paid such remuneration (in such form or proportion or manner including percentage of profits as may be permissible under the Act), as the Board may from time to time decide, provided that such remuneration may exceed the limit prescribed under Section 197(1) but shall not exceed such amount as may be approved by the Members of the Company in accordance with Sections 149, 197, 198 of the Act read with Schedule V to the Act."

5. Payment of Remuneration to Independent Directors (Special Resolution)

Pursuant to Sections 149, 197, 198 of Companies Act, 2013 read with Schedule V, to approve payment of remuneration to each Independent Director not exceeding ₹10,00,000 (Rupees Ten Lakhs) per annum for each of three financial years commencing from April 1, 2025, notwithstanding that such remuneration may exceed limits prescribed under Section 197(1)(ii).

Specifically for financial year 2025-26, remuneration of ₹5,00,000 (Rupees Five Lakhs) be paid to each Independent Director, exceeding prescribed limits. This remuneration is in addition to sitting fees and reimbursement of expenses.

Financial Context for Special Business

The Company reported inadequacy of profits for FY2025-26, making the special resolutions necessary for director remuneration:

  • Gross Turnover & Other income: ₹1,553.87 crores
  • Net Profit (After Tax): ₹-29.13 crores (loss)
  • Computation of Profit per Section 198: ₹-67.48 crores (loss)
  • Net Worth: ₹1,355.88 crores

Reasons for loss/inadequate profits: Continued pressure on MDF realizations, increased finance costs, foreign exchange fluctuation loss on long-term borrowings for MDF plant at Tirupati, higher depreciation from recent capacity expansions, and challenging market conditions.

Independent Director Details

Four Independent Directors are subject to the remuneration proposal:

1. Mr. Salil Kumar Bhandari: FCA, Founder of BGJC Consulting Pvt. Ltd., extensive experience in audit and management consulting

2. Mr. Mahesh Kumar Jiwrajka: Former Indian Forest Service officer, Designated Partner of SRDA Advisory Services LLP

3. Mr. Arun Kumar Saraf: Chartered Accountant with over 40 years of tax consulting experience

4. Ms. Shivpriya Nanda: Senior Partner at tier 1 law firm with 34 years experience in M&A and corporate restructuring

Past Remuneration (FY2023-24):

  • Commission: ₹10 Lakhs each
  • Sitting Fees: Ranged from ₹4.7 Lakhs to ₹6.5 Lakhs

Past Remuneration (FY2024-25):

  • Commission: ₹5 Lakhs each (reduced due to inadequacy of profits)
  • Sitting Fees: Ranged from ₹6.3 Lakhs to ₹7.4 Lakhs

Director Re-appointment Details

Mr. Shobhan Mittal (Managing Director & CEO, DIN: 00347517):

  • Age: 46 years
  • First appointed: December 13, 2017
  • Qualification: BBA
  • Expertise: 21 years experience in wood panel industry, business management, strategic planning, project execution
  • Current remuneration: ₹648.38 Lakhs for FY2025-26
  • Shareholding: 1,66,59,180 equity shares
  • Board Meeting Attendance: 5 out of 5 meetings in FY2025-26
  • Relationship: Son of Mr. Shiv Prakash Mittal, Whole-time Director & Executive Chairman

Voting Procedures

Remote E-voting

  • Period: August 4, 2026 (9:00 AM) to August 6, 2026 (5:00 PM)
  • Service Provider: M/s. MUFG Intime India Private Limited
  • Platform: InstaVote (https://instavote.linkintime.co.in)
  • Scrutinizer: Mr. Pawan Kumar Sarawagi, Practising Company Secretary

E-voting During AGM

Members who haven't voted remotely can vote during the AGM through the InStaMeet platform.

Virtual Meeting Attendance

Members can attend through InStaMeet facility at https://instameet.in.mpms.mufg.com using Demat Account No./Folio No./PAN details.

Dividend Payment Details

  • Record Date: July 31, 2026
  • Dividend Rate: ₹0.50 per equity share of ₹1 each
  • Taxation: TDS applicable as per Income-tax Act, 2025
  • 10% for residents with valid PAN
  • 20% for residents without PAN/invalid PAN
  • 20% (plus surcharge and cess) for non-residents, subject to DTAA benefits
  • Unclaimed Dividend: Transferred to IEPF after 7 years

Document Availability

The Notice of AGM and Annual Report are available on:

  • Company website: https://www.greenpanel.com/pdf/Notice-of-9th-Annual-General-Meeting-db96ae.pdf
  • Stock exchange websites: www.bseindia.com, www.nseindia.com
  • RTA website: https://instavote.linkintime.co.in