Company Overview

AGM Details

  • Meeting Date: Thursday, 24th September, 2026
  • Time: 11:30 A.M. (IST)
  • Mode: Video Conferencing (VC)/Other Audio Video Means (OAVM)
  • Record Date: 17th September, 2026 (for dividend eligibility and e-voting)
  • Remote e-Voting Period: Monday, 21st September, 2026 (9:00 A.M.) to Wednesday, 23rd September, 2026 (5:00 P.M.)
  • Dividend Payment: Within 30 days from AGM date if declared

Ordinary Business Items

Item 1: Adoption of Financial Statements

To consider and adopt:

  • Audited Standalone Financial Statements for FY ended 31st March, 2026
  • Reports of Board of Directors and Auditors thereon
  • Audited Consolidated Financial Statements for FY ended 31st March, 2026
  • Report of Auditors on consolidated statements

Item 2: Declaration of Final Dividend

  • Final Dividend: ₹3.00 per equity share (300% on face value of ₹1 each)
  • Payable to: Members on register as of 17th September, 2026 (physical shares) and beneficial owners as per NSDL/CDSL data as of 17th September, 2026 (demat shares)

Item 3: Re-appointment of Director

  • Director: Mr. Niraj Kishore Agnihotri (DIN: 09204198)
  • Nature: Retires by rotation and offers himself for re-appointment
  • Resolution Type: Ordinary Resolution

Special Business Items

Item 4: Re-appointment of Deputy Managing Director

  • Executive: Dr. Bir Kapoor (DIN: 01771510)
  • Position: Deputy Managing Director
  • Term: 3 years from 3rd November, 2026 to 2nd November, 2029
  • Remuneration: Up to ₹8.00 Crores per annum (bifurcated as salary, allowances, performance pay, perquisites)
  • Conditions: Subject to Schedule V limits of Companies Act, 2013; office not liable to retire by rotation
  • Minimum Remuneration Clause: In case of loss/inadequacy of profits, payment of minimum remuneration as per Act provisions
  • Current Role: Also serves as Director at material subsidiary GFCL EV Products Limited
  • Experience: 38 years in Fluoropolymers, Fluorospeciality Chemicals, FMCG, Textiles & Fiber Technology
  • Qualifications: B.Tech Chemical Engineering (IIT Kanpur), Ph.D Chemical Engineering (City University of New York), AMP (Harvard Business School)

Item 5: Re-appointment of Whole-time Director

  • Executive: Mr. Niraj Kishore Agnihotri (DIN: 09204198)
  • Position: Whole-time Director
  • Term: 1 year from 11th November, 2026 to 10th November, 2027
  • Remuneration: Up to ₹3.00 Crores per annum (bifurcated as salary, allowances, performance pay, perquisites)
  • Conditions: Subject to Schedule V limits of Companies Act, 2013; office liable to retire by rotation
  • Experience: 36 years in manufacturing, plant commissioning, operations, project management
  • Qualifications: Chemical Engineering from HBTI, Kanpur

Item 6: Appointment of New Whole-time Director

  • Executive: Mr. Jignesh Kantilal Parmar (DIN: 11888186)
  • Position: Additional Director (from 12th August, 2026 to AGM date) and subsequently Whole-time Director
  • Term: 1 year from 12th August, 2026 to 11th August, 2027
  • Remuneration: Up to ₹1.10 Crores per annum (bifurcated as salary, allowances, performance pay, perquisites)
  • Conditions: Subject to Schedule V limits of Companies Act, 2013; office liable to retire by rotation
  • Experience: 29 years in chemical manufacturing, process optimization, plant operations (currently Unit Head at Ranjitnagar Plant)
  • Qualifications: Graduate in Chemical Engineering

Item 7: Ratification of Cost Auditor Remuneration

  • Auditor: M/s Kailash Sankhlecha & Associates (Membership No. M12055)
  • Service: Audit of cost records for FY ended 31st March, 2026
  • Remuneration: ₹5,00,000 (exclusive of GST) plus reimbursement of out-of-pocket expenses at actual
  • Approval: Already approved by Board based on Audit Committee recommendation on 26th May, 2026

Voting and Meeting Procedures

  • Remote e-Voting: Through NSDL platform from 21st to 23rd September 2026
  • VC/OAVM Access: Limited to 1000 members on first-come basis (exceptions for large shareholders, promoters, institutional investors, directors, KMPs, committee chairs, auditors)
  • Quorum: Attendance through VC/OAVM counts for quorum under Section 103 of Companies Act
  • Proxy: Not allowed for virtual meeting
  • Document Access: Available electronically for inspection without fee from notice date to AGM date
  • Query Submission: Members must submit questions at least 7 days before AGM to specified email addresses

Dividend Payment Details

  • Payment Mode: Electronic only
  • Bank Details: Demat holders must update details with DP; physical holders must provide PAN, contact details, bank account details, specimen signature to Company/RTA
  • TDS Compliance: Members must submit required documents by 15th September 2026 to determine appropriate TDS rates
  • TDS Rates: Vary for resident shareholders (based on Form 121, certificates), non-resident shareholders (20% plus surcharge/cess, treaty benefits with documentation), and specific categories (mutual funds, insurance companies, AIFs, NPS Trust, government entities)

Shareholder Compliance Requirements

  • PAN/KYC/Nomination: Mandatory for physical shareholders (though folio freezing provision removed)
  • Demat Mandatory: For all service requests (duplicate certificates, transmission, transposition, etc.)
  • Nomination Facility: Available through Form SH-13 for physical shares and through DPs for demat shares

Authorized Signatory

Bhavin Vipin Desai, Company Secretary (FCS 7952)