Meeting Details

The 52nd Annual General Meeting of National Fertilizers Limited (CIN No: L74899DL1974GOI007417) was held on Tuesday, September 22, 2026, through Video Conferencing (VC) or Other Audio Visual Means (OAVM) without physical presence of members at a common venue, in compliance with MCA and SEBI circulars.

Attendance

Directors Present:

  • Dr. U. Saravanan, Chairman & Managing Director
  • Shri Mahesh Chander Gupta, Director (Marketing)
  • Shri Megh Nath Goyal, Director (Technical)
  • Shri Arvind Kumar, Director (Finance) & CFO
  • Shri Kuntal Sensarma, Govt. Nominee Director
  • Shri Anurag Rohatgi, Govt. Nominee Director
  • Ms. Pinky Pradhan, Independent Director & Chairperson of Audit Committee, Nomination & Remuneration Committee and CSR & Sustainable Development Committee
  • Shri Mahak Singh, Independent Director & Chairperson of Risk Management Committee and Stakeholders Relationship Committee
  • Shri Ashok Jha, Company Secretary

Invitees:

  • Statutory Auditors: CA Churchill Jain (M/s. Dassani & Associates) and CA Tarun Kumar Batra (M/s RSPH & Associates)
  • Lead Cost Auditors: CMA Meena Vaidya (M/s. Dhananjay V. Joshi & Associates)
  • Secretarial Auditors: Shri Sachin Agarwal (M/s. Agarwal S. & Associates)
  • Scrutinizer: Shri Pramod Kothari (M/s. Pramod Kothari & Co., Practicing Company Secretaries, CP No.11532)

88 Members including Shri Anurag Rohatgi, Joint Secretary, Department of Fertilizers, and Representative of Hon'ble President of India were present through VC/OAVM.

Proposed Resolutions and Implications

The meeting transacted 14 items of business comprising both ordinary and special business:

Ordinary Business:

1. Adoption of Audited Financial Statements including Consolidated Financial Statements for FY 2025-26 with Board's Report, Auditors' Report, and C&AG comments

2. Declaration of final dividend of ₹1.04 per equity share for FY 2025-26

3. Re-appointment of Dr. U. Saravanan (DIN: 07274628) who retires by rotation

4. Re-appointment of Shri Mahesh Chander Gupta (DIN: 10996394) who retires by rotation

5. Authorization to Board to fix remuneration of Statutory Auditors

6. Ratification of remuneration of Cost Auditors for FY 2026-27

Special Business:

7. Appointment of Shri Kuntal Sensarma (DIN: 07626530) as Government Nominee Director

8. Appointment of Shri Anurag Rohatgi (DIN: 09774170) as Government Nominee Director

9. Appointment of Shri Megh Nath Goyal (DIN: 11368108) as Director (Technical)

10. Appointment of Shri Arvind Kumar (DIN: 11709375) as Director (Finance)

11. Appointment of Shri Mahak Singh (DIN: 11758224) as Non-Official Independent Director

12. Adoption of New set of Articles of Association

13. Increase in borrowing limits of the Company

14. Approval for creation of charges, mortgages, hypothecation on company properties

Voting Process and Methods

The voting process included:

  • Remote e-voting was available from 9:00 AM on Thursday, September 17, 2026, to 5:00 PM on Monday, September 21, 2026, through NSDL platform
  • E-voting facility was also available during the AGM for members who had not cast their vote through remote e-voting
  • The e-voting facility remained open for 15 minutes after the conclusion of the AGM
  • Shri Pramod Kothari was appointed as Scrutinizer to scrutinize both remote e-voting and e-voting at the AGM

Key Voting Outcomes

Based on the Scrutinizer's Reports dated September 23, 2026, all 14 resolutions were passed with requisite majority:

| Resolution No. | Description | Votes in Favor | % in Favor | Votes Against | % Against |

| 1 | Adoption of Financial Statements | 385,498,827 | 99.91% | 329,676 | 0.09% |

| 2 | Final Dividend Declaration | 385,534,923 | 99.92% | 327,842 | 0.08% |

| 3 | Re-appointment of Dr. U. Saravanan | 385,075,666 | 99.80% | 787,099 | 0.20% |

| 4 | Re-appointment of Shri Mahesh Chander Gupta | 383,921,863 | 99.50% | 1,940,902 | 0.50% |

| 5 | Authorization for Statutory Auditor Remuneration | 385,852,317 | 100% | 10,448 | 0.00% |

| 6 | Ratification of Cost Auditor Remuneration | 385,855,277 | 100% | 7,488 | 0.00% |

| 7 | Appointment of Shri Kuntal Sensarma | 383,926,749 | 99.50% | 1,936,016 | 0.50% |

| 8 | Appointment of Shri Anurag Rohatgi | 383,926,689 | 99.50% | 1,936,079 | 0.50% |

| 9 | Appointment of Shri Megh Nath Goyal | 383,928,101 | 99.50% | 1,934,664 | 0.50% |

| 10 | Appointment of Shri Arvind Kumar | 383,925,690 | 99.50% | 1,937,075 | 0.50% |

| 11 | Appointment of Shri Mahak Singh | 383,926,284 | 99.50% | 1,936,481 | 0.50% |

| 12 | Adoption of New Articles of Association | 383,927,984 | 99.50% | 1,934,781 | 0.50% |

| 13 | Increase in Borrowing Limits | 384,251,471 | 99.58% | 1,611,294 | 0.42% |

| 14 | Creation of Charges/Mortgages | 384,252,383 | 99.58% | 1,610,382 | 0.42% |

Scrutinizer's Role and Findings

Shri Pramod Kothari of M/s. Pramod Kothari & Co. was appointed as Scrutinizer to scrutinize both the remote e-voting and e-voting during the AGM. He submitted three reports: (i) Result of remote e-voting, (ii) Result of e-voting at the AGM, and (iii) Consolidated results of remote e-voting and e-voting at the AGM. The results were announced on September 23, 2026, and showed all resolutions passed with overwhelming majority support.

Compliance with Laws and Regulations

The meeting was conducted in compliance with the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and relevant circulars issued by MCA. The notice of AGM together with Board Report, Auditors Report and other documents were circulated to members as required. Statutory Registers and other documents were made available for inspection of Members through electronic mode.