NOCIL Limited will convene its 64th Annual General Meeting (AGM) on Monday, August 3, 2026, at 3.00 p.m. IST through Video Conferencing (VC) and Other Audio-Visual Means (OAVM). The meeting will be held to transact ordinary business, including the adoption of audited financial statements for the financial year ended March 31, 2026, and the declaration of dividends. Shareholders will also consider the re-appointment of Mr. Hrishikesh A Mafatlal as Executive Chairman and the appointment of two new Independent Directors.

The Board has recommended a final dividend of ₹1.50 per equity share of ₹10 each for the financial year ended March 31, 2026. If approved by shareholders, the dividend will be paid to members whose names appear on the Register of Members as on the record date of July 24, 2026. The payment is scheduled to be made on or after August 10, 2026.

Special Business

The AGM will seek shareholder approval for the re-appointment of Mr. Hrishikesh A Mafatlal (DIN: 00009872) as Executive Chairman for a further period of five years, effective from August 19, 2026, to August 18, 2031. The resolution requires shareholder consent as a Special Resolution. The Board has also proposed the appointment of Mr. Sanjiv Lal (DIN: 08376952) and Mr. Sabyaschi Patnaik (DIN: 07183784) as Independent Directors for a term of five years from May 7, 2026, to May 6, 2031.

Director Remuneration

The remuneration proposed for Mr. Hrishikesh A Mafatlal includes a salary of ₹180 lakh per annum and perquisites and allowances not exceeding ₹48.50 lakh per annum. The package also includes performance bonuses, contributions to provident funds, gratuity, and leave encashment. In the event of inadequate profits, the remuneration determined as per Schedule V of the Companies Act, 2013, will be considered as minimum remuneration.

Key Appointments

Cost Auditors

Shareholders will also ratify the remuneration payable to the Cost Auditors, M/s. Kishore Bhatia & Associates, for the financial year ended March 31, 2027. The remuneration is fixed at ₹9.50 lakhs per annum, excluding reimbursement of out-of-pocket expenses and applicable taxes. The appointment was initially approved by the Board on May 7, 2026.

NOCIL Limited has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26 with the Bombay Stock Exchange and the National Stock Exchange. The company voluntarily undertook a Limited Assurance for its BRSR Core through TUV SUD, reflecting its commitment to enhanced sustainability practices, although this requirement is mandated by SEBI only effective from F.Y. 2026-27. The corresponding Assurance Statement is annexed to the report.

The disclosures under the report are made on a standalone basis for NOCIL. The company serves markets in 40 countries worldwide but does not have plants or offices in these locations. The total contribution of exports as a percentage of total turnover for the reporting period was 34%. NOCIL is India’s leading manufacturer of rubber chemicals, serving primarily the tyre industry along with other rubber product manufacturers.

Sustainability and Environmental Impact

The company reported that over 84% of its raw materials were sourced sustainably during the year. It has established a Sustainable Procurement Policy and leverages its ISO 20400 certification to drive continuous improvement. NOCIL has initiated steps to get registered under the Extended Producer Responsibility (EPR) provisions. The company has not yet implemented Zero Liquid Discharge but has implemented initiatives such as procuring treated water from the Mumbai Municipal Corporation and installing a Reverse Osmosis Plant to reduce freshwater dependency.

Regarding energy, the company generated and used 51,919.32 KWh of green electricity through initiatives like roof-top solar, reducing its dependency on grid-based electricity by 28.32%. The company holds certifications for ISO 9001, ISO 14001, ISO 45001, IATF 16949, and ISO 50001.

Social and Governance Metrics

The company reported that the number of days of accounts payables was 43 for F.Y. 2025-26, compared to 36 in the previous year. The gross wages paid to females as a percentage of total wages stood at 6.48% in F.Y. 2025-26, up from 6.16% in F.Y. 2024-25. NOCIL confirmed that it, its Directors, and Key Managerial Personnel (KMPs) were not subjected to any fines, penalties, or punishments during the financial year.

The company has implemented an Anti-Bribery and Anti-Corruption policy (ABAC) and a Whistleblower Policy. It maintains a zero-tolerance approach towards bribery and corruption. All employees are required to undergo mandatory ABAC training annually via an E-Learning Training Module. The company also confirmed that there were no instances of product recalls on account of safety issues during the year.

Third-Party Assurance

TÜV SÜD South Asia Pvt Ltd. conducted an independent assurance engagement for the sustainability information. The verification was carried out according to the steps based on ISAE 3000 assurance engagement standard and ISO 17029. The scope included a limited level of assurance for the 9 core attributes of BRSR. The assessment procedures were carried out between April 29, 2026, and June 3, 2026. TÜV SÜD concluded that the identified sustainability indicators are prepared in all material respects in accordance with the reporting requirements outlined in BRSR Core.