Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Paradeep Phosphates Limited

Meeting Details

The 44th Annual General Meeting was held on Thursday, September 17, 2026 at 3:00 PM IST through Video Conferencing/Other Audio Visual Means (VC/OAVM).

Proposed Resolutions and Implications

Shareholders approved all seven resolutions considered at the meeting:

1. Ordinary Resolution: Adoption of Standalone Audited Financial Statements for year ended March 31, 2026 together with Reports of Directors and Auditors, and Consolidated Audited Financial Statements for year ended March 31, 2026 with Auditors' Report

2. Ordinary Resolution: Declaration of dividend on equity shares for financial year 2025-26

3. Ordinary Resolution: Re-appointment of Mr. Saroj Kumar Poddar (DIN: 00008654) who retires by rotation

4. Special Resolution: Continuation of Mr. Saroj Kumar Poddar as Non-Executive, Non-Independent Director and Chairman

5. Ordinary Resolution: Ratification of payment of remuneration to Cost Auditor for Financial Year 2026-27

6. Ordinary Resolution: Approval of Material Related Party Transaction(s) with related parties (Promoters/Promoter Group were interested in this resolution)

7. Special Resolution: Approval of 'Paradeep Phosphates Limited Performance Stock Option Plan 2026' (PSOP 2026)

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting via Central Depository Services (India) Limited (CDSL) facility
  • E-voting available during the AGM pursuant to MCA Circular dated May 5, 2020

Remote e-voting period: Monday, September 14, 2026 (10:00 AM) to Wednesday, September 16, 2026 (5:00 PM)

Key Voting Outcomes

Resolution 1 (Adoption of Financial Statements)

  • Total votes cast: 851,471,080 (81.9894% of outstanding shares)
  • Votes in favor: 851,471,080 (99.9993%)
  • Votes against: 5,600 (0.0007%)
  • Resolution: Passed

Resolution 2 (Dividend Declaration)

  • Total votes cast: 851,907,922 (82.0318% of outstanding shares)
  • Votes in favor: 851,907,922 (99.9990%)
  • Votes against: 8,624 (0.0010%)
  • Resolution: Passed

Resolution 3 (Re-appointment of Director)

  • Total votes cast: 827,592,827 shares
  • Votes in favor: 803,969,108 (97.1448%)
  • Votes against: 23,623,719 (2.8552%)
  • Resolution: Passed

Resolution 4 (Continuation as Chairman)

  • Total votes cast: 851,919,391 (82.0320% of outstanding shares)
  • Votes in favor: 827,855,912 (97.1754%)
  • Votes against: 24,063,479 (2.8246%)
  • Resolution: Passed

Resolution 5 (Cost Auditor Remuneration)

  • Total votes cast: 851,919,391 (82.0320% of outstanding shares)
  • Votes in favor: 851,913,354 (99.9993%)
  • Votes against: 6,037 (0.0007%)
  • Resolution: Passed

Resolution 6 (Related Party Transactions)

  • Total votes cast: 251,134,899 (24.1820% of outstanding shares)
  • Votes in favor: 251,129,081 (99.9977%)
  • Votes against: 5,818 (0.0023%)
  • Promoter/Promoter Group votes: 0 (abstained as interested party)
  • Invalid votes: 523,071,970
  • Resolution: Passed

Resolution 7 (Performance Stock Option Plan)

  • Total votes cast: 851,919,391 (82.0320% of outstanding shares)
  • Votes in favor: 691,400,010 (81.1579%)
  • Votes against: 160,519,381 (18.8421%)
  • Resolution: Passed

Participation Breakdown by Shareholder Category

Promoter and Promoter Group

  • Shares held: 600,784,492
  • Participation rate: 100% across all resolutions
  • Consistently voted 100% in favor except Resolution 6 where they abstained

Public Institutions

  • Shares held: 258,569,355
  • Participation rate: 96.5373% across resolutions
  • Voting pattern varied by resolution

Public Non-Institutions

  • Shares held: 179,166,403
  • Participation rate: ~0.8479% across resolutions
  • Generally high approval rates (99+%) except for director-related resolutions

Scrutinizer's Role and Findings

Shivaram Bhat, Practicing Company Secretary (ACS 10454, CP 7853), was appointed as Scrutinizer to scrutinize both remote e-voting and e-voting at the AGM.

Key procedures followed:

  • Company dispatched notice via email to members as of August 14, 2026 cut-off date
  • CDSL e-voting facility used for remote voting
  • Votes unblocked after AGM conclusion in presence of two independent witnesses: Sakshi Pai Kakode and Herrano
  • Scrutinizer verified votes against Register of Members as of September 10, 2026 provided by MUFG Intime India Private Limited
  • All voting data and records handed over to company management for safekeeping

Scrutinizer confirmed the voting process complied with Section 108 of Companies Act, 2013 and Rule 20 of Companies (Management and Administration) Rules, 2014.

Compliance Confirmation

The disclosure confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • MCA Circular dated May 5, 2020 regarding e-voting facilities