Manali Petrochemicals Limited

Key Resolutions for Shareholder Approval

The Postal Ballot notice, dated 25th June 2026, seeks approval for the following proposals:

1. Ordinary Resolution: Approval under Regulation 23 of SEBI LODR for Material Related Party Transactions with Wilson International Trading Private Limited, Singapore.

  • Purpose: For the import of raw materials.
  • Transaction Value: An aggregate value not exceeding ₹200 crore (Rupees Two Hundred Crore only), exclusive of applicable taxes.
  • Term: For a period of one year from the date of shareholder approval.

2. Special Resolution: Reappointment of Mr. T K Arun (DIN: 02163427) as an Independent Director for a second term.

  • Current Term End Date: 28th September 2026.
  • Proposed New Term: Five years from 29th September 2026.
  • Not liable to retire by rotation.

3. Special Resolution: Revision in remuneration to Mr. R Chandrasekar (DIN: 06374821), Managing Director & CEO - MPL Group.

  • Fixed Remuneration: ₹127.73 lakh per annum (includes basic salary and allowances).
  • Variable Pay: Annual performance-linked pay of up to ₹25 lakh, subject to Board decision and statutory limits.
  • Exclusions: Provident fund, gratuity, leave encashment, local travel, phone, and reimbursed business expenses are not deemed part of remuneration.
  • Effective Date: 1st April 2026.
  • Past Remuneration (FY 2025-26): ₹135.58 Lakh (inclusive of previous year's variable pay).

4. Special Resolution: Revision in remuneration to Mr. G R Sridhar (DIN: 10596912), Wholetime Director (Head of Plant Operations).

  • Fixed Remuneration: ₹65.17 lakh per annum (includes basic salary and allowances).
  • Variable Pay: Annual performance-linked pay of up to ₹15 lakh, subject to Board decision and statutory limits.
  • Exclusions: Provident fund, gratuity, leave encashment, local travel, phone, and reimbursed business expenses are not deemed part of remuneration.
  • Effective Date: 1st April 2026.
  • Past Remuneration (FY 2025-26): ₹67.82 Lakh (inclusive of previous year's variable pay).

Details of Material Related Party Transaction (Item 1)

  • Related Party: Wilson International Trading Private Limited, Singapore.
  • Relationship: Wilson is a related party as it is a subsidiary of the company's overseas wholly-owned subsidiary, AMCHEM Speciality Chemicals Private Limited, Singapore.
  • Justification: Procuring imported raw materials; ensures timely, reliable supply and operational flexibility.
  • Pricing: Arm's length, based on market quotes and commercial terms.
  • Threshold Calculation: 10% of the company's consolidated turnover (FY 2025-26: ₹1022.4 crore) is ₹102.24 crore. The proposed ₹200 crore limit exceeds this, making it a 'material' RPT requiring shareholder approval.
  • Past Transactions: FY 2025-26: ₹31.48 Crore. Q1 FY 2026-27: Orders for ~US$6.024 million (approx. ₹59 crore).
  • Wilson's Financials (Standalone, as of 31-Dec-2025): Revenue - US$ 445 Million; Profit After Tax - US$ 7 Million; Net Worth - US$ 113 Million.
  • Interest Disclosure: Mr. Ashwin C Muthiah (Director) holds 5 shares (0.01%) in Wilson and is a director there. A relative of Ms. Devaki Muthiah Chardon is also a director. No other promoters/directors/KMPs have an interest.

Postal Ballot and E-Voting Process

  • Record Date: Friday, 03rd July 2026.
  • Dispatch Date: Notice dispatched electronically on 07th July 2026.
  • E-Voting Period: Commences on Wednesday, 08th July 2026 at 9:00 AM IST and ends on Thursday, 06th August 2026 at 5:00 PM IST.
  • E-Voting Service Provider: Central Depository Services (India) Limited (CDSL).
  • Scrutinizer: M/s. B. Chandra & Associates, Practicing Company Secretaries, Chennai.
  • Result Date: The last date of e-voting (06-Aug-2026) will be considered the date of passing the resolutions. Results will be announced post-scrutiny and placed on the company's website (www.manalipetro.com) and CDSL's website.

Company Financial Context (From Schedule V Statement)

  • Net Sales (FY 2025-26): ₹786.34 Crore
  • PAT (FY 2025-26): ₹34.76 Crore
  • Exports (FY 2025-26): ₹8.09 Crore
  • Recommended Final Dividend: Re. 0.50 (10%) per share for FY 2025-26.
  • Foreign Investment: ₹398.51 crore invested in a Wholly Owned Subsidiary.