Key Dates and Event Details

  • AGM Date: Friday, August 7, 2026
  • AGM Time: 3.30 P.M. (IST)
  • AGM Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Cut-off Date: Friday, July 31, 2026 (for determining eligibility to vote and receive dividend)
  • Remote e-Voting Period: Commences Tuesday, August 4, 2026 at 9:00 a.m. (IST) and concludes Thursday, August 6, 2026 at 5:00 p.m. (IST)
  • Dividend Payment Date: On or before August 27, 2026
  • Record Date for Dividend: Friday, July 31, 2026

Ordinary Business Agenda

1. To consider and adopt the audited Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2026, together with reports of Board of Directors and Auditors.

2. To confirm interim dividend declared by Board of Directors and declare final dividend on equity shares for FY ended March 31, 2026.

3. To appoint a Director in place of Mr. Priyavrata H. Mafatlal (DIN: 02433237), who retires by rotation and offers himself for re-appointment.

Special Business Agenda

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

  • Cost Auditor: M/s. B. Desai & Co. (Firm Registration No. 005431)
  • Service: Audit of cost accounting records relating to 'Textile' products for FY 2026-27
  • Remuneration: ₹4,75,000/- (Rupees Four Lakhs Seventy-Five Thousand Only) plus applicable taxes and reimbursement of out-of-pocket expenses
  • Approval: Already approved by Board of Directors on recommendation of Audit Committee

Item 5: Re-appointment and Re-designation of Mr. Priyavrata H. Mafatlal as MD & CEO (Special Resolution)

  • Director: Mr. Priyavrata H. Mafatlal (DIN: 02433237)
  • New Term: 3 years from June 1, 2026 to May 31, 2029 (replacing current term ending October 31, 2026)
  • Background: 39 years old, Master of Commerce (Marketing), Harvard Business School alumnus, 18+ years experience in textiles, IT, chemicals
  • Current Role: Managing Director (since April 1, 2022), previously MD & CEO (July 2020-March 2022)
  • Remuneration Structure:
  • Basic salary: Not exceeding ₹2.50 Crores per annum
  • Allowances: Not exceeding ₹1.25 Crores per annum
  • Perquisites: Fully furnished house or house rent not exceeding ₹1.25 Crores per annum, Mediclaim, Personal Accident Insurance, LTC, Club Fees
  • Performance Linked Incentive: Maximum ₹3.00 Crores per annum at Board's discretion
  • Other benefits: Provident Fund, Superannuation, Gratuity, Company car with driver, telephone/mobile facilities, business expense reimbursement
  • Approval Condition: Remuneration payable even if it exceeds limits under Section 197 read with Schedule V of Companies Act, 2013 in case of inadequacy or absence of profits

Item 6: Re-appointment of Mr. Hrishikesh A. Mafatlal as Executive Chairman (Special Resolution)

  • Director: Mr. Hrishikesh A. Mafatlal (DIN: 00009872)
  • New Term: 2 years from November 1, 2026 to October 31, 2028
  • Background: 72 years old, Commerce honors degree, Harvard AMP alumnus, 49+ years experience in textiles, chemicals, engineering, petrochemicals
  • Current Role: Executive Chairman since November 1, 2016
  • Voluntary Waiver: Has waived remuneration since November 1, 2016
  • Remuneration Structure:
  • Basic salary: Not exceeding ₹1.08 Crores per annum
  • Allowances: Not exceeding ₹0.48 Crores per annum
  • Perquisites: Fully furnished house or house rent not exceeding ₹0.54 Crores per annum, Mediclaim, Personal Accident Insurance, LTC, Club Fees
  • Other benefits: Company car with driver, telephone/mobile facilities, business expense reimbursement
  • Approval Condition: Remuneration payable even if it exceeds limits under Section 197 read with Schedule V of Companies Act, 2013 in case of inadequacy or absence of profits

Item 7: Payment of Remuneration by Way of Commission to Non-Executive Independent Directors (Special Resolution)

  • Purpose: Payment for FY 2025-26 to NEIDs including those who ceased during the year
  • Total Amount: Not exceeding ₹96,00,000/- (Rupees Ninety-Six Lakhs Only)
  • Basis: In addition to sitting fees, based on recommendation of Nomination and Remuneration Committee
  • Previous Year Comparison: ₹75 lakh paid in FY 2024-25

Financial Performance Context (Annexure-II)

| Particulars | FY 2025-26 | FY 2024-25 | FY 2023-24 |

| Total turnover and other operational income (₹ Crores) | 3,902.15 | 2,845.30 | 2,142.22 |

| EBITDA (Excluding exceptional items) (₹ Crores) | 124.85 | 106.53 | 109.38 |

| Net profit after tax (₹ Crores) | 91.07 | 98.14 | 98.75 |

Governance and Compliance Details

  • Scrutinizer: CS Umesh Ved, M/s. Umesh Ved & Associates, Company Secretaries, Ahmedabad
  • RTA: KFin Technologies Limited
  • Listing: BSE Limited (Listing fee paid for FY 2026-27)
  • Regulatory References: Regulation 30, Regulation 36(1)(b) of SEBI LODR Regulations; Sections 148, 196, 197, 198, 203 of Companies Act, 2013
  • Document Availability: Notice available on company website www.mafatlals.com
  • e-Voting: Facility provided through remote e-voting platform

Dividend Tax Information

  • Resident Individual Shareholders: No TDS if dividend ≤ ₹10,000/year; 10% TDS if > ₹10,000/year (can claim exemption with Form 12B/12BA)
  • Resident Non-Individual Shareholders: 10% TDS or applicable rates (exemption available for specific entities)
  • Non-Resident Shareholders: 20% plus surcharge and cess (can avail treaty benefits with documentation)
  • Declaration Deadline: July 25, 2026 for submitting tax exemption documents

Other Material Information

  • CEO Mr. M. B. Raghunath will retire on May 31, 2026 upon attaining age 60
  • Company follows 'asset-light' business model for manufacturing operations
  • Members can request physical copy of Annual Report or cloth discount coupon
  • All service requests for physical shares must be processed in dematerialized form only
  • IEPF claims can be made through Form IEPF-5 for shares transferred to IEPF authority