De Nora India Limited has completed the dispatch of its postal ballot notice dated March 17, 2026, seeking shareholder approval for material related party transactions (RPTs) worth Rs 2,080 Lakhs with its ultimate holding company Industrie De Nora S.p.A., Italy for the financial year 2026-27. The company confirmed the completion of dispatch on March 26, 2026, through newspaper publications in compliance with SEBI Listing Regulations.

Postal Ballot Dispatch Confirmation

The company has published newspaper advertisements confirming the completion of postal ballot notice dispatch to its members. The notice was dispatched exclusively through electronic mode on March 25, 2026, to members whose email addresses were registered with the company or depositories as on the cut-off date.

E-Voting Process and Timeline

The company has engaged Central Depository Services Limited (CDSL) as the agency for providing remote e-voting facility. The detailed e-voting process will be conducted exclusively through electronic mode, with no physical postal ballot forms being distributed to members.

Proposed Related Party Transactions

The proposed transactions with Industrie De Nora S.p.A. encompass various business arrangements that are critical to the company's operations. These transactions are expected to exceed 10% of the company's turnover based on the last audited financial statements, making them material RPTs requiring shareholder approval.

Transaction Framework and Compliance

The company has entered into an Intercompany Intellectual Property Agreement with IDN, effective from January 1, 2025, for a period of four years until December 31, 2028. The royalty structure comprises fixed royalty of 0.5% of net sales for use of "De Nora" trademarks/brands and variable royalty of up to 9.5% of net sales for intellectual property usage, depending on profitability.

The proposed RPTs represent 30.33% of the company's turnover for FY 2024-25, significantly exceeding the materiality threshold under SEBI Listing Regulations. IDN, through its subsidiary Oronzio De Nora International B.V., holds 53.68% of equity share capital in De Nora India Limited.

Voting Eligibility and Access

Shareholders whose names appear in the Register of Members or Beneficial Owners as on the cut-off date of March 20, 2026, will be eligible to participate in the e-voting process. The postal ballot notice is available on the company's website at india.denora.com, CDSL's website at www.evotingindia.com , and stock exchange websites. Members who have not registered their email addresses are requested to do so with their respective Depository Participants or the company's Registrar and Share Transfer Agent, Bigshare Services Private Limited.

De Nora India Limited's Board of Directors held a crucial meeting on March 17, 2026, at the company's registered office in Kundaim, Goa, approving significant material related party transactions that require shareholder consent.

Board Meeting Outcomes

The board meeting, which commenced at 2:30 PM IST and concluded at 3:30 PM IST, addressed two primary agenda items of substantial importance to the company's operations and governance framework.

Material Related Party Transactions

The board approved material related party transactions with Industrie De Nora S.p.A., Italy, for an aggregate value not exceeding Rs 2,080 lakhs for the financial year 2026-27. These transactions are subject to approval from the company's members through the postal ballot mechanism, ensuring transparent decision-making processes.

Postal Ballot Process

The company has initiated a comprehensive postal ballot process to seek shareholder approval for the proposed material related party transactions. In compliance with Ministry of Corporate Affairs circulars, the postal ballot notice will be distributed exclusively through electronic mode to eligible members.

Regulatory Compliance

The postal ballot notice will be sent only to members whose email addresses are registered with the company or depositories as of the cut-off date. This electronic distribution method aligns with current regulatory requirements and ensures efficient communication with shareholders. Members holding shares as on March 20, 2026, will be entitled to vote on the proposed resolution during the specified remote e-voting period.

Corporate Governance

This board meeting outcome reflects De Nora India's commitment to maintaining robust corporate governance standards and ensuring compliance with regulatory frameworks governing material related party transactions. The company secretary, Shrikant Pai, has formally communicated these decisions to both the National Stock Exchange of India and BSE Limited, maintaining transparency with all stakeholders.