Indokem Limited has submitted voting results for its 60th Annual General Meeting (AGM) held on September 24, 2026. Shareholders approved the re-appointment of three key directors, including two members of the promoter family and the Managing Director.

The meeting, conducted via Video Conferencing, saw the adoption of standalone and consolidated financial statements for FY26. All ordinary and special resolutions proposed in the notice were passed with the requisite majority.

Key resolutions passed

The agenda included leadership continuity measures. Special business items focused on the re-appointment of the Managing Director and Whole-time Director, alongside the retirement by rotation of a Non-Executive Director.

Director profiles and terms

Mrs. Asha Mahendra Khatau (DIN: 00063944), spouse of Chairman Mahendra K. Khatau, was re-appointed as a Director liable to retire by rotation. She has over 30 years of experience in general management as a consultant and advisor.

Mr. Arupkumar Basu (DIN: 00906760) was re-appointed as Managing Director for a period of three consecutive years, effective from September 29, 2026, to September 28, 2029. He holds degrees from IIT Bombay and IIM Ahmedabad and brings over 40 years of management experience.

Mr. Manish M. Khatau (DIN: 02952828), son of the Chairman and Mrs. Asha Khatau, was re-appointed as Whole-time Director for three years, effective from March 1, 2027, to February 28, 2030. He has over 17 years of experience in the industry.

Voting participation details

Out of 27,046 shareholders on the record date, 84 exercised their vote through remote e-voting, while 73 attended the AGM through video conferencing. Notably, none of the attendees cast votes during the live meeting session.

Participation was heavily skewed towards the promoter group in non-interested matters. For financial statements and auditor remuneration, promoters voted 19,055,483 shares, representing 99.55% of their holding. Public institutional shareholders recorded zero participation across all items.

Governance and compliance updates

During the proceedings, members were informed that the Statutory Auditor's Report contained no qualifications or adverse remarks affecting the company's functioning. However, the Secretarial Auditor noted a one-day delay in submitting the Annual Report under SEBI Listing Regulations. The company stated that a fine levied by BSE was paid, and the delay was inadvertent with no material impact on operations or governance.

All existing directors were present at the virtual meeting. The Chairman, Mr. Mahendra K. Khatau, chaired the session from the registered office in Mumbai, alongside other key management personnel including the CFO and Company Secretary.

What the numbers show

A clear divergence exists between promoter and public shareholder engagement. In resolutions where promoters were not interested (Items 1, 2, 4, 7), they voted 19,055,483 shares against a total polled of 19,995,164, accounting for over 95% of all votes cast. Conversely, in related party transactions and director re-appointments where promoters abstained (Items 3, 5, 6, 8, 9), the total votes polled dropped to approximately 939,681. This indicates that public non-institutional shareholders hold roughly 3.37% of the outstanding share capital but constitute the entirety of the voting base for governance-sensitive matters.

Indokem Limited has scheduled its 60th Annual General Meeting (AGM) for September 24, 2026, at 2:00 pm via Video Conferencing. The company also opened a special window for shareholders to re-lodge transfer requests for physical shares that were previously rejected or missed earlier deadlines.

The Board has fixed September 17, 2026, as the cut-off date for establishing voting entitlements. National Securities Depository Ltd. (NSDL) will facilitate remote e-voting, which runs from September 21 to September 23, 2026.

The Register of Members and Share Transfer Books will remain closed from September 18 to September 24, 2026, inclusive.

Governance and Directorship

Shareholders will vote on several key governance resolutions. Mrs. Asha Mahendra Khatau, a non-executive director, retires by rotation and offers herself for re-appointment. Additionally, the Board seeks approval for the re-appointment of Mr. Arupkumar Basu as Managing Director for a three-year term starting September 29, 2026. As he is aged 71, this requires a special resolution under Section 196(3)(a) of the Companies Act, 2013.

The meeting will also address the re-appointment of Mr. Manish M. Khatau as Whole-time Director for three years from March 1, 2027. Shareholders must approve a revision in his remuneration effective April 1, 2026. The revised annual package totals ₹41.4 lakh, comprising a salary of ₹20.7 lakh, city compensatory allowance of ₹17.22 lakh, gratuity of ₹99,360, and provident fund contributions of ₹2.48 lakh. Additional benefits include medical reimbursements, insurance premiums, club fees, a car with driver, and residential accommodation rent up to ₹6 lakh per month.

Related party transactions

Two significant related-party transactions require shareholder consent for FY27:

Both transactions are stated to be at arm's length and in the ordinary course of business. The company's consolidated turnover for FY25-26 stood at ₹169.39 crore.

Financial performance

For the financial year ended March 31, 2026, Indokem reported total income of ₹15,128 lakh. The company recorded a profit before depreciation and tax of ₹427 lakh, resulting in a net profit of ₹213 lakh. The Board attributed previous profitability challenges to uncertain economic conditions, high inflation, and slow industrial growth, noting efforts to modernise facilities and expand capacity for value-added chemicals.

What the numbers show

Indokem's reliance on related-party entities is significant relative to its scale. The combined proposed RPT value of ₹76 crore (₹46 crore with Orchard Acres and ₹30 crore with Texcare) amounts to approximately 44.8% of the company's reported FY25-26 consolidated turnover of ₹169.39 crore. This concentration highlights the operational integration between Indokem and its promoter-linked trading firm, Orchard Acres, as well as its international distribution arm, Texcare.

Special window for physical share transfers

Pursuant to SEBI Circular No. HQ/38/13/11 (2)2026-MIRSD-POD/1/3750/2026 dated January 30, 2026, a special window is open from February 5, 2026, to February 4, 2027. This allows shareholders to re-lodge transfer deeds that were originally lodged before April 1, 2019, but were rejected, returned, or not attended due to deficiencies. These cases must have missed the extended timeline of March 31, 2021.

Key conditions for this window include:

• Submission of original share certificates is mandatory.
• Shares re-lodged during this period will be processed through the transfer-cum-demat route.
• Issued shares will be in dematerialised form only and subject to a one-year lock-in period.
• Cases involving disputes between transferor and transferee, or securities transferred to the Investors Education and Protection Fund (IEPF), are excluded.

Cost audit ratification

Shareholders will ratify the remuneration of M/s. Y. S. Gokhale & Associates as Cost Auditors for FY26-27. The approved fee is ₹1.4 lakh plus applicable taxes and out-of-pocket expenses.