Meeting Details

  • Date: Thursday, September 17, 2026
  • Time: 3:00 PM IST
  • Mode: Video Conferencing/Other Audio Visual Means (electronic mode)
  • Record Date: September 4, 2026 for dividend eligibility
  • Cut-off Date: September 10, 2026 for voting eligibility

Business Items

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt:

  • Audited Standalone Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors
  • Audited Consolidated Financial Statements for FY ended March 31, 2026 with Report of Auditors

2. Dividend Declaration: To declare dividend on equity shares for financial year 2025-26. The Board has recommended a final dividend of ₹1.50 per equity share (15% on face value of ₹10).

3. Director Re-appointment: To re-appoint Mr. Saroj Kumar Poddar (DIN: 00008654) who retires by rotation.

Special Business

4. Continuation of Chairman Beyond 75 Years: Special Resolution to approve continuation of Mr. Saroj Kumar Poddar as Non-Executive, Non-Independent Director and Chairman beyond age of 75 years. Requires special resolution under Regulation 17(1A) of SEBI LODR Regulations.

5. Cost Auditor Remuneration: Ordinary Resolution to ratify payment of remuneration to M/s. S. S. Sonthalia & Co. as Cost Auditor for FY 2026-27 at ₹5,00,000 plus applicable taxes and out-of-pocket expenses.

6. Material Related Party Transactions: Ordinary Resolution to approve material RPTs with related parties OCP S.A., Indo Maroc Phosphates S.A., and Phosphates De Boucraa S.A. for FY 2026-27:

  • Total Value: ₹8,60,000 lakhs (₹860 crore)
  • Breakdown:
  • Indo Maroc Phosphates S.A.: ₹2,10,000 lakhs
  • OCP S.A.: ₹2,50,000 lakhs
  • Phosphates De Boucraa S.A.: ₹4,00,000 lakhs
  • Nature: Purchase of raw materials (phosphate rock, phosphoric acid) and demurrage expenses
  • Materiality Threshold: ₹2,091.32 crore (based on FY26 consolidated turnover of ₹21,826.34 crore)
  • Previous FY Transactions (2025-26):
  • Indo Maroc: ₹254,126.83 lakhs (raw materials) + ₹169.28 lakhs (expenses)
  • OCP S.A.: ₹80,956.92 lakhs (raw materials) + ₹7.23 lakhs (expenses)
  • Phosphates De Boucraa: ₹208,743.67 lakhs (raw materials) + ₹170.63 lakhs (expenses)

7. Non-Executive Director Remuneration: Ordinary Resolution to approve payment of remuneration to Directors (other than Executive Directors) collectively up to 1% of net profits computed under Section 198 of Companies Act, 2013 for three financial years commencing FY 2025-26, subject to maximum ₹10,00,000 per annum per director.

8. Performance Stock Option Plan 2026: Special Resolution to approve 'Paradeep Phosphates Limited Performance Stock Option Plan 2026' (PSOP 2026):

  • Total Options: 20,00,000 equity shares of ₹10 face value
  • Eligibility: Employees and Directors (excluding Promoters, Independent Directors, and those holding >10% shares)
  • Two Parts: PART A (high-impact employees) and PART B (board-level employees)
  • Vesting Conditions: Minimum 1-year vesting period, performance-based criteria including EBITDA (30%), ROCE (20%), EPS (30%), OCF (20%)
  • Exercise Price: Face value or higher as determined by Committee
  • Exercise Period: 2 years from vesting date

Dividend Information

  • Final Dividend: ₹1.50 per equity share (15%) recommended by Board on May 11, 2026
  • Record Date: September 4, 2026
  • Payment Timeline: Within 30 days from AGM date if declared
  • TDS Rates:
  • Resident individuals: 10% (with PAN), 20% (without PAN)
  • Non-residents: 20% plus surcharge and cess, with DTAA benefits available
  • Certain exempt categories: Insurance companies, mutual funds, AIFs with proper documentation

Voting Arrangements

  • Remote e-Voting Period: September 14, 2026 (10:00 AM) to September 16, 2026 (5:00 PM)
  • Service Provider: CDSL
  • Scrutinizer: Mr. Shivaram Bhat, Practicing Company Secretary
  • Results Declaration: Within 2 days of AGM conclusion

Electronic Meeting Details

  • Conducted pursuant to MCA General Circular Nos. 14/2020, 17/2020 and latest Circular No. 03/2025
  • Minimum 1,000 members allowed on first-come-first-served basis
  • Large shareholders, promoters, institutional investors, directors, KMPs allowed without restriction
  • No physical proxy attendance permitted

Additional Information

  • Merger with Mangalore Chemicals & Fertilizers Limited effective October 16, 2025
  • Unclaimed dividend details provided for transfer to IEPF
  • Mandatory dematerialization requirement for all share transfers effective April 1, 2019
  • Special window for re-lodgement of physical securities from February 5, 2026 to February 4, 2027