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

Rashtriya Chemicals and Fertilizers Limited

Meeting Details

The 48th Annual General Meeting was held on September 25, 2026, through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The meeting commenced at 3:00 PM and concluded at 4:50 PM. The record date for determining shareholders entitled to vote was September 18, 2026, with 336,987 shareholders on record.

Voting Process and Methods

The voting process included:

  • Remote e-voting period: September 21, 2026 (9:00 AM) to September 24, 2026 (5:00 PM)
  • E-voting during AGM: Conducted online through CDSL's platform (www.evotingindia.com)
  • Scrutinizer: Shri Nrupang Dholakia of Dholakia and Associates LLP (appointed May 21, 2026)
  • Scrutinizer report issued: September 26, 2026

Shareholder Participation

  • Promoters present through VC: 1 member
  • Public shareholders present through VC: 126 members
  • Total shares outstanding: 551,688,100

Resolution Summary and Voting Outcomes

Resolution 1: Adoption of Financial Statements (Ordinary Resolution)

  • Description: To receive, consider and adopt Audited Financial Statements (Standalone and Consolidated) for FY2025-26
  • Total votes polled: 419,994,182 (76.1289% of outstanding shares)
  • Votes in favor: 419,622,750 (99.9116%)
  • Votes against: 371,432 (0.0884%)
  • Result: Passed

Resolution 2: Dividend Declaration (Ordinary Resolution)

  • Description: To declare final dividend of ₹1.34 per equity share and confirm interim dividend of ₹1 per share
  • Total votes polled: 420,081,469 (76.1447%)
  • Votes in favor: 419,712,139 (99.9121%)
  • Votes against: 369,330 (0.0879%)
  • Result: Passed

Resolution 3: Reappointment of Director (Ordinary Resolution)

  • Description: To appoint Director in place of Shri Niranjan S. Sonak [DIN:10926090] who retires by rotation
  • Total votes polled: 420,081,469 (76.1447%)
  • Votes in favor: 414,891,773 (98.7646%)
  • Votes against: 5,189,696 (1.2354%)
  • Result: Passed

Resolution 4: Reappointment of Director (Ordinary Resolution)

  • Description: To appoint Director in place of Ms. Aparna S. Sharma [DIN:09781436] who retires by rotation
  • Total votes polled: 420,081,469 (76.1447%)
  • Votes in favor: 414,889,895 (98.7642%)
  • Votes against: 5,191,574 (1.2358%)
  • Result: Passed

Resolution 5: Statutory Auditors' Remuneration (Ordinary Resolution)

  • Description: To fix remuneration of Statutory Auditors for FY2026-27
  • Total votes polled: 420,081,419 (76.1447%)
  • Votes in favor: 420,059,428 (99.9948%)
  • Votes against: 21,991 (0.0052%)
  • Result: Passed

Resolution 6: Cost Auditors' Remuneration (Ordinary Resolution)

  • Description: To ratify remuneration of Cost Auditors for FY2026-27
  • Total votes polled: 420,081,419 (76.1447%)
  • Votes in favor: 419,699,753 (99.9091%)
  • Votes against: 381,666 (0.0909%)
  • Result: Passed

Resolution 7: Appointment of Chairman & MD (Ordinary Resolution)

  • Description: To appoint Shri Shivakumar Subramaniam [DIN:10784187] as Chairman & Managing Director
  • Total votes polled: 420,081,469 (76.1447%)
  • Votes in favor: 419,058,464 (99.7565%)
  • Votes against: 1,023,005 (0.2435%)
  • Result: Passed

Resolution 8: Appointment of Government Nominee Director (Ordinary Resolution)

  • Description: To appoint Dr. Krishna Kant Pathak [DIN:08328847] as Government Nominee Director
  • Total votes polled: 420,081,489 (76.1447%)
  • Votes in favor: 414,901,670 (98.7669%)
  • Votes against: 5,179,819 (1.2331%)
  • Result: Passed

Resolution 9: Amendment to MOA (Special Resolution)

  • Description: To amend Main Objects Clause and adopt Memorandum of Association
  • Total votes polled: 420,081,419 (76.1447%)
  • Votes in favor: 420,048,031 (99.9921%)
  • Votes against: 33,388 (0.0079%)
  • Result: Passed

Resolution 10: Fundraising via FPO (Special Resolution)

  • Description: Approval for raising funds through Further Public Offer of Equity Shares
  • Promoter interest: Yes
  • Total votes polled: 420,081,469 (76.1447%)
  • Votes in favor: 419,577,324 (99.8800%)
  • Votes against: 504,145 (0.1200%)
  • Result: Passed

Resolution 11: NCD Issuance (Special Resolution)

  • Description: To approve offer or invitation to subscribe to Secured or Unsecured Non-Convertible Debentures on private placement
  • Promoter interest: Yes
  • Total votes polled: 420,081,679 (76.1448%)
  • Votes in favor: 420,058,085 (99.9944%)
  • Votes against: 23,594 (0.0056%)
  • Result: Passed

Resolution 12: Appointment of Independent Director (Special Resolution)

  • Description: To appoint Shri Rajnikant Bhulabhai Tandel [DIN:11916422] as Independent Director
  • Total votes polled: 420,081,729 (76.1448%)
  • Votes in favor: 419,685,587 (99.9057%)
  • Votes against: 396,142 (0.0943%)
  • Result: Passed

Scrutinizer's Report Details

The scrutinizer, CS Nrupang B. Dholakia of Dholakia & Associates LLP, provided a combined report for remote e-voting and e-voting during AGM:

  • Remote e-voting: 508 members cast 419,993,481 votes
  • E-voting during AGM: 9 members cast 701 votes
  • Total valid votes across all resolutions: 517 members casting 419,994,182 votes
  • No invalid votes were recorded in any resolution
  • All resolutions passed with requisite majority

Compliance Confirmation

The company confirmed compliance with Companies Act, 2013, SEBI LODR Regulations, 2015, and relevant rules regarding e-voting procedures and AGM conduct through VC/OAVM.