AGM Details

  • Date: Wednesday, September 23, 2026
  • Time: 11:00 AM (IST)
  • Mode: Video Conferencing/Other Audio-Visual Means
  • Cut-off date for voting eligibility: Wednesday, September 16, 2026
  • Remote e-voting period: September 20, 2026 (9:00 AM) to September 22, 2026 (5:00 PM)

Ordinary Business Items

1. Adoption of Audited Financial Statements for FY ended March 31, 2026

2. Declaration of Dividend of ₹4 per equity share (40% on face value of ₹10 each)

3. Re-appointment of Mr. Deepak Nagvekar (DIN: 11300643) as Director retiring by rotation

Special Business Items

4. Increase in Material Related Party Transactions with Industrie De Nora S.p.A. (IDN) for FY 2026-27 from ₹2,080 Lakhs to ₹2,430 Lakhs

5. Approval for Material Related Party Transactions with IDN for FY 2027-28 up to ₹2,770 Lakhs

6. Ratification of Remuneration payable to Cost Auditors M/s. Dilip Madhukar Vengurlekar for FY 2026-27 at ₹2,30,000 plus applicable taxes

Financial Highlights (FY 2025-26)

  • Revenue from Operations: ₹12,162.31 Lakhs (FY 2024-25: ₹6,858.24 Lakhs)
  • Other Income: ₹735.46 Lakhs (FY 2024-25: ₹586.43 Lakhs)
  • Profit Before Tax: ₹1,199.97 Lakhs (FY 2024-25: ₹275.56 Lakhs)
  • Net Profit: ₹905.54 Lakhs (FY 2024-25: ₹169.29 Lakhs)
  • Earnings Per Share (Basic & Diluted): ₹17.06 (FY 2024-25: ₹3.19)

Dividend Information

  • Record Date: Wednesday, September 16, 2026
  • Dividend Payment: On or after October 5, 2026 (if approved)
  • Dividend Amount: ₹4 per equity share
  • Payment Mode: Electronic only (as mandated by SEBI)

Related Party Transactions Details

The explanatory statement provides comprehensive details of proposed transactions with IDN:

  • FY 2025-26 actual transactions: Purchase of Services (₹724.75 Lakhs), Royalty Payment (₹140.57 Lakhs), Purchase of Intangible Assets (₹12.91 Lakhs), Reimbursement (₹3.18 Lakhs)
  • FY 2026-27 proposed: Purchase of Services (₹720 Lakhs), Royalty (₹200 Lakhs), Capital Goods/Intangible Assets (₹80 Lakhs), Corporate Guarantee (₹1,430 Lakhs)
  • FY 2027-28 proposed: Purchase of Services (₹890 Lakhs), Royalty (₹400 Lakhs), Capital Goods/Intangible Assets (₹50 Lakhs), Corporate Guarantee (₹1,430 Lakhs)
  • Royalty Structure: Fixed 0.5% of net sales for trademarks + variable up to 9.5% based on profitability
  • Arm's Length Basis: Transactions are on arm's length basis with external valuation support

Board and Management Changes

  • Mr. Francesco L'Abbate retired at 36th AGM (September 18, 2025)
  • Mr. Robert Scannell resigned effective November 5, 2025
  • Mr. Guido Picari appointed as Additional Director (Non-Executive) from November 5, 2025
  • Mr. Deepak Nagvekar appointed as Whole-time Director and CFO from September 18, 2025 to September 17, 2028
  • Mr. Purushottam Mantri re-appointed as Independent Director for second term (February 5, 2026 to February 4, 2031)

Corporate Governance

  • Board Composition: 6 Directors (1 Managing Director, 1 Whole-time Director, 1 Non-Executive Non-Independent, 3 Independent Directors including 2 women)
  • Board Meetings: 7 meetings held during FY 2025-26
  • Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee, CSR Committee
  • Attendance: All directors attended majority of meetings except Mr. Francesco L'Abbate (0 of 3) and Mr. Robert Scannell (1 of 5)

Share Capital and Ownership

  • Paid-up Equity Share Capital: ₹530.86 Lakhs (53,08,634 equity shares of ₹10 each)
  • Promoter Holding: Oronzio De Nora International B.V. holds 53.68% (28,49,500 shares)
  • Dematerialization: 99.32% shares in demat form

Other Significant Disclosures

  • Unclaimed Dividend: ₹89,911 transferred to IEPF for FY 2017-18
  • Shares Transferred to IEPF: 11,138 shares transferred during the year
  • Employee Strength: 45 permanent employees as of March 31, 2026
  • CSR: Not applicable as company didn't meet threshold criteria
  • Internal Financial Controls: Adequate and operating effectively
  • Whistleblower Policy: No complaints received during the year
  • Sexual Harassment: No complaints received during the year

Voting Instructions

Detailed instructions provided for:

  • Remote e-voting through CDSL/NSDL systems
  • Joining virtual AGM through VC/OAVM
  • Registration for speaking at AGM
  • Submission of questions in advance

Documents Availability

  • Annual Report available on company website: https://india.denora.com
  • Available on stock exchange websites: BSE and NSE
  • Physical copies available on request

Key Financial Ratios

  • Debtors Turnover Ratio: 9.6 (FY 2024-25: 5.8)
  • Inventory Turnover Ratio: 2.2 (FY 2024-25: 0.94)
  • Current Ratio: 4.02 (FY 2024-25: 4.97)
  • Return on Net Worth: 5.67% (FY 2024-25: 1.19%)
  • Operating Profit Margin: 10.88% (FY 2024-25: 5.99%)
  • Net Profit Margin: 7.45% (FY 2024-25: 2.47%)

Foreign Exchange Transactions

  • Foreign Exchange Earnings: ₹1,864.81 Lakhs
  • Foreign Exchange Outgo: ₹6,960.97 Lakhs

Bankers and Professional Advisors

  • Bankers: Bank of Baroda
  • Registrar & Transfer Agent: M/s. Bigshare Services Private Limited
  • Secretarial Auditor: Ms. Rakhee Raghunath Malkarnekar

Important Dates

  • AGM Date: September 23, 2026
  • Record Date: September 16, 2026
  • E-voting Period: September 20-22, 2026
  • Last Date for TDS Documents: September 21, 2026