Meeting Details

The 65th Annual General Meeting of PCBL Chemical Limited was held on Tuesday, 22nd September 2026. The meeting commenced at 11:30 A.M. (IST) and concluded at 12:05 P.M. (IST). The meeting was conducted entirely through Video Conferencing (VC) facility in compliance with circulars issued by the Ministry of Corporate Affairs and SEBI LODR Regulations. A live webcast of the proceedings was also provided.

Attendance

An aggregate of 129 Members attended the Meeting through VC/OAVM facility, out of which 6 Members were represented by their authorized representatives. The following Directors were present: Dr. Sanjiv Goenka (Chairman), Mr. Nilesh Koul (Managing Director), Mr. Shashwat Goenka, Mrs. Preeti Goenka, Ms. Sneh Lata, Mr. T C Suseel Kumar, Mr. K Jairaj, Dr. S Ravi, and Mr. Umang Kanoria. Also present were Mr. Kaushik Mukherjee (Company Secretary and Chief Legal Officer) and Mr. Raj Kumar Gupta (Chief Financial Officer). Representatives of the Statutory Auditors (S R Batliboi & Co, LLP) and Secretarial Auditors were also present.

Proposed Resolutions and Implications

The meeting considered four ordinary resolutions:

1. Adoption of Financial Statements: Resolution to adopt Audited Standalone and Consolidated Financial Statements for FY ended 31st March 2026, along with Reports of Board of Directors and Auditors.

2. Dividend Confirmation: Resolution to confirm and take on record the payment of Interim Dividend @ 600% (i.e. ₹6.00 per equity share of ₹1 each) already paid during the year as Interim Dividend for Financial Year 2025-26.

3. Director Re-appointment: Resolution to re-appoint Dr. Sanjiv Goenka (DIN: 00074796) as a Director who retires by rotation under Section 152 of the Companies Act, 2013.

4. Cost Auditor Remuneration: Resolution to ratify remuneration of ₹5,50,000/- (plus applicable GST and reimbursement of out-of-pocket expenses) payable to M/s. Shome & Banerjee, Cost Accountants (Firm Registration Number: 000001), as Cost Auditors for FY ending 31st March 2027.

Voting Process and Methods

The Company provided Members with facility to cast votes electronically on all four items of business through:

  • Remote e-voting: Available from 9:00 A.M. (IST) on Saturday, 19th September 2026 to 5:00 P.M. (IST) on Monday, 21st September 2026 through NSDL platform
  • E-voting during AGM: Provided on 22nd September 2026 to Members present through VC/OAVM facility who did not cast votes through Remote e-voting

Mr. Anjan Kumar Roy, Practising Company Secretary (Membership No. FCS 5684), was appointed as Scrutinizer to scrutinize both Remote e-voting and e-voting during AGM in a fair and transparent manner. There was no voting by show of hands.

Key Voting Outcomes

Based on the Scrutinizer's Report, the voting results were as follows:

Item No. 1: Adoption of Financial Statements

  • Votes in Favor: 266,727,512 (99.8002% of valid votes)
  • Votes Against: 533,960 (0.1998% of valid votes)
  • Invalid Votes: Nil
  • Result: Passed with requisite majority

Item No. 2: Dividend Confirmation

  • Votes in Favor: 266,908,029 (99.8242% of valid votes)
  • Votes Against: 469,990 (0.1758% of valid votes)
  • Invalid Votes: Nil
  • Result: Passed with requisite majority

Item No. 3: Director Re-appointment

  • Votes in Favor: 266,353,315 (99.6164% of valid votes)
  • Votes Against: 1,025,694 (0.3836% of valid votes)
  • Invalid Votes: Nil
  • Result: Passed with requisite majority

Item No. 4: Cost Auditor Remuneration

  • Votes in Favor: 267,369,528 (99.9968% of valid votes)
  • Votes Against: 8,571 (0.0032% of valid votes)
  • Invalid Votes: Nil
  • Result: Passed with requisite majority

Scrutinizer's Role and Findings

Mr. Anjan Kumar Roy, the appointed Scrutinizer, scrutinized both the Remote e-voting process prior to the AGM and the e-voting system during the AGM. He submitted his report to the Chairman/Managing Director/Company Secretary. The results were declared based on his findings, which confirmed the voting process was conducted fairly and transparently.

Compliance Confirmation

The meeting was conducted in compliance with Article 66 of the Articles of Association of the Company, Section 152 of the Companies Act, 2013 (for director appointment), Section 148 of the Companies Act, 2013 (for cost auditor remuneration), and relevant SEBI LODR Regulations (30 and 51(2)). The statutory registers, statutory audit report, and secretarial audit report were made available for inspection at the NSDL website.

Additional Information

The Chairman addressed members, noting that despite challenging circumstances, the company is seeing better results, capacity utilization, and R&D leading to improved margins. He highlighted steady capacity expansion in commodity blacks, specialty blacks, and chemicals, with a shift toward value-added products. The battery chemicals plant is under trial with various consumers and is expected to be significantly bottom-line accretive once fully operational with customer approvals. Members raised queries about growth strategy, geopolitical impact on supply chain, new segments, ESG strategy, AI integration, cybersecurity, Aquapharm business, and R&D initiatives.

The voting results were declared on 22nd September 2026 and were posted on the Company's website (www.pcblltd.com) and disseminated to NSDL and stock exchanges (NSE and BSE).