Nature of Event

Regulatory filing pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, containing the notice for the 56th Annual General Meeting (AGM) of Voith Paper Fabrics India Limited.

Key Dates

  • AGM Date: Wednesday, 19th August, 2026 at 3:30 p.m. IST
  • Record Date/Cut-off Date: Wednesday, 12th August, 2026
  • Remote E-voting Period: Sunday, 16th August, 2026 at 9:00 a.m. to Tuesday, 18th August, 2026 at 5:00 p.m.
  • Register of Members Closure: Thursday, 13th August, 2026 to Wednesday, 19th August, 2026 (both days inclusive)

Business Items

Ordinary Business

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended 31st March, 2026, together with reports of Board of Directors and Auditors

2. To declare a dividend of ₹10 per equity share of face value ₹10 each fully paid-up for financial year 2025-26

3. To consider re-appointment of Mr. R. Krishna Kumar (DIN: 05344619) as Director who retires by rotation

Special Business

4. Approval of Material Related Party Transactions with fellow subsidiary companies for financial year 2026-27

Dividend Details

  • Dividend amount: ₹10 per equity share
  • Face value: ₹10 per share
  • Payment will be made only through electronic mode to KYC compliant members
  • TDS will be deducted as per Income Tax Act, 2025 provisions
  • No tax deduction if dividend does not exceed ₹10,000 for resident individuals

Director Re-appointment Details

  • Mr. R. Krishna Kumar (DIN: 05344619) seeking re-appointment
  • Age: 50 years
  • Initial appointment: 23rd July, 2014
  • Last reappointed at 54th AGM held on 9th August, 2024
  • Qualifications: B.E., alumnus of BITS Pilani, IIM Calcutta and Harvard
  • Experience: 30 years total experience
  • Current remuneration details appear in Annexure III of Board Report
  • Holds 0 shares in the company as of 31/03/2026

Related Party Transactions Approval

Materiality Threshold

  • Based on FY 2024-25 standalone turnover of ₹1,898.68 million
  • Materiality threshold: ₹189.87 million (10% of turnover)

Related Parties Involved

1. JM Voith SE & Co. KG (Germany)

2. Voith Paper (China) Co. Ltd. (China)

3. Voith US Inc. (USA)

Transaction Values for FY 2026-27

  • JM Voith SE & Co. KG: Proposed transactions totaling ₹245 million
  • Voith Paper (China) Co. Ltd.: Proposed transactions totaling ₹330 million
  • Voith US Inc.: Proposed transactions totaling ₹510 million

Historical Transaction Values

JM Voith SE & Co. KG
  • FY 2024-25: Sales ₹80.34M, Purchases ₹16.24M, Services ₹14.8M
  • FY 2025-26: Sales ₹76.44M, Purchases ₹21.15M, Services ₹17.15M
Voith Paper (China) Co. Ltd.
  • FY 2024-25: Sales ₹3.32M, Purchases ₹72.34M, Materials ₹10.16M, Capital Goods ₹13.54M
  • FY 2025-26: Sales ₹16.31M, Purchases ₹89.34M
Voith US Inc.
  • FY 2024-25: Sales ₹69.23M, Materials ₹58.79M
  • FY 2025-26: Sales ₹132.65M, Materials ₹86.89M

Justification for RPTs

The transactions are in the ordinary course of business, at arm's length basis, and enable the company to access wider customer base in foreign markets through local Voith Group companies, potentially increasing turnover and profits.

Meeting Logistics

  • Mode: Video Conferencing (VC) and/or Other Audio Visual Means (OAVM)
  • Deemed venue: Registered Office at 113/114-A, Sector-24, Faridabad - 121005, Haryana
  • Conducted under MCA Circulars permitting virtual meetings due to COVID-19
  • Physical attendance dispensed with, proxy facility not available
  • Quorum will be ascertained through VC/OAVM participation

E-Voting Arrangements

  • Remote e-voting facility provided through CDSL
  • Scrutinizer: M/s. P.C. Jain & Co., Company Secretaries, Faridabad
  • Results to be communicated to BSE Limited and placed on company website within 2 working days

Additional Information

  • Annual Report for FY 2025-26 available on company website
  • Members can request hard copies of Annual Report
  • Register of Directors and other documents available for electronic inspection
  • RTA: MCS Share Transfer Agent Limited, New Delhi
  • SEBI ODR Portal available for dispute resolution

Financial Impact

  • Dividend payout amount not quantified in disclosure
  • RPTs expected to contribute significantly to company's operations
  • No default history with related parties mentioned

Capital Structure Impact

  • No change in share capital mentioned
  • Dividend payment will reduce retained earnings

Governance Aspects

  • Audit Committee comprising majority of Independent Directors reviewed RPTs
  • Managing Director & CFO provided certification for RPTs being at arm's length and in company's interest
  • Related parties not entitled to vote on RPT approval resolution