Key Quantitative Figures

  • Final Dividend: ₹0.50 (25%) per equity share of face value ₹2 each for FY25-26, subject to member approval.
  • Related Party Transaction Value: Aggregate value of up to ₹10,290 million (₹10.29 billion) proposed with Unitop Chemicals Pvt. Ltd. for FY26-27.
  • Cost Auditor Remuneration: ₹1,35,000 (plus taxes and out-of-pocket expenses) payable to M/s. R. Shetty & Associates for FY26-27 cost audit.
  • Director Remuneration (FY25-26): Mr. Edward Menezes received ₹11.86 million; Ms. Esha Achan received ₹4.40 million.

Parties Involved

  • Subsidiary (Related Party): Unitop Chemicals Private Limited (UCPL)
  • Registrar & Transfer Agent (RTA): MUFG Intime India Private Limited (MIIPL)
  • Scrutinizer: M/s. Shah Patel & Associates, represented by Mr. Swapneel Patel or Ms. Isha Shah.
  • Cost Auditor: M/s. R. Shetty & Associates (Firm Registration No.: 101455)
  • Stock Exchanges: BSE Limited and National Stock Exchange of India Limited (NSE)

Agenda Items and Resolutions

Ordinary Business

1. Adoption of Financial Statements: Ordinary Resolution to adopt the audited standalone and consolidated financial statements for the financial year ended 31st March 2026, along with reports of the Board and Auditors.

2. Declaration of Dividend: Ordinary Resolution to declare a final dividend of ₹0.50 per share for FY25-26.

3. Appointment of Director (Retiring by Rotation): Ordinary Resolution to appoint Mr. Edward Menezes (DIN: 00149205), who retires by rotation, as a Director.

Special Business

4. Material Related Party Transaction (Item 5): Ordinary Resolution seeking member approval for RPTs with subsidiary Unitop Chemicals Pvt. Ltd. for FY26-27, up to ₹10,290 million. Transactions include purchase of goods (₹7,000 million), sale of goods (₹2,680 million), sale of services (₹200 million), infrastructure sharing (₹300 million), purchase/sale of plant & equipment (₹100 million total), and other transactions (₹10 million).

5. Appointment of Independent Director (Item 6): Special Resolution to appoint Mr. Udeypaul Singh Gill (DIN: 00004340) as a Non-Executive Independent Director for a term of three years from 28th April 2026 to 27th April 2029. A separate special resolution seeks approval for him to continue beyond 16th October 2028 when he attains 75 years of age.

6. Re-appointment of Independent Director (Item 7): Special Resolution to re-appoint Ms. Esha Padmanabhan Achan (DIN: 10350369) as a Non-Executive Independent Director for a second term of three years from 21st October 2026 to 20th October 2029.

7. Ratification of Cost Auditor Remuneration (Item 8): Ordinary Resolution to ratify the remuneration of ₹1,35,000 for M/s. R. Shetty & Associates for the cost audit for FY26-27.

Rationale for Key Items

  • Related Party Transactions (Item 5): The transactions with UCPL are stated to be in the ordinary course of business, on an arm's length basis, and for optimal resource utilization within the group. They aim to yield operational efficiencies, cost rationalization, and supply chain optimization. UCPL is an 80% subsidiary.
  • Director Appointments (Items 6 & 7): Justified based on the candidates' expertise and experience. Mr. Gill brings over 40 years in business leadership and sustainability; Ms. Achan brings over 33 years in finance and treasury.

Voting and Meeting Logistics

  • Mode of Meeting: Video Conference (VC)/Other Audio-Visual Means (OAVM) only, as per MCA circulars.
  • Venue: Deemed to be the Registered Office in Mumbai.
  • Voting: Remote e-voting is mandatory. Physical attendance and proxy facility are not available.
  • Voting Rights: Proportional to paid-up equity share capital as of the cut-off date (13th July 2026).
  • Platform: E-voting services provided by MIIPL via NSDL, CDSL, or InstaVote platforms.

Dividend Information

  • The final dividend, if approved, will be paid to beneficial owners (demat) as per data from Depositories (NSDL/CDSL) and to physical shareholders as per the company's register, both as of the record date (10th July 2026).
  • TDS will be applicable as per Income Tax Act provisions. No TDS for resident individuals if total dividend does not exceed ₹10,000 and PAN is updated.
  • Unclaimed dividends for 7 consecutive years will be transferred to the Investor Education and Protection Fund (IEPF).

Inspection of Documents

Documents referred to in the notice, including registers under Sections 170 and 189 of the Companies Act, will be available for electronic inspection by members from the notice date until the AGM date (20th July 2026) upon request via email to investors@rossari.com.

Helpdesk and Contacts

  • For RTA (MIIPL) queries: Email: enotices@in.mpms.mufg.com; Tel: 022-4918 6000.
  • For Company queries: Email: investors@rossari.com; Tel: 022-6123 3800.
  • For E-voting technical support: NSDL: evoting@nsdl.co.in / 022-4886 7000; CDSL: helpdesk.evoting@cdslindia.com / 1800 22 55 33; MIIPL (InstaVote): enotices@in.mpms.mufg.com / 022-4918 6000.