Kanoria Chemicals & Industries Ltd

Kanoria Chemicals & Industries Ltd — Trading Window Closure

AGM Details

• AGM on 2 September 2026 at 11:00 AM via VC/OAVM.
• Record date for e-voting: 26 August 2026; shareholders on record: 15,196.

Ordinary resolutions

• Item 1: Adoption of Audited Financial Statements approved.
• Item 2: Re-appointment of Hemant Kumar Khaitan approved.
• Item 4: Ratification of Cost Auditors' remuneration approved.

Special resolution

• Item 3: Re-appointment of Suhana Murshed as Independent Director approved.

Auditors and governance

• Cost Auditors remuneration for 2026-27 ratified.

AGM Details

• 66th AGM held on 2 September 2026.

Financial Highlights

• Consolidated revenue increased versus prior year; EBITDA margins improved.
• Net profit turned positive on improved operating performance.
• Discontinued operations include gain from loss of control of a subsidiary.
• APAG Holding AG ceased to be a subsidiary during the year.
• Promoters infused funds via redeemable preference shares.

Outlook & Strategic Notes

• Vision 2030 roadmap under way for sustainable growth.
• Diversification into specialty chemicals with capacity expansion planned.
• Geopolitical and tariff risks acknowledged.

AGM Details

• 66th AGM held on 2 September 2026 at 11:00 AM via Video Conference.
• Meeting concluded at 12:14 PM; e-voting continued for 15 minutes thereafter.
• Remote e-voting window: 30 Aug 2026 9:00 AM to 1 Sep 2026 5:00 PM.
• Attendance: 96 members representing 32,078,694 equity shares via VC.

Key Resolutions

• Adoption of Audited Financial Statements and Reports: approved via remote e-voting.
• Re-appointment of Hemant Kumar Khaitan as Director liable to retire by rotation: approved.
• Re-appointment of Suhana Murshed as Independent Director for 5 years from 29 Jun 2026: approved.
• Ratification of remuneration of Cost Auditors for FY 2026-27: approved.

Approval of quarterly results

• Board approved unaudited standalone and consolidated results for quarter ended 30 June 2026 with limited review.
• NCRPS issued: 4,95,000 units; fair value Rs 4,320 lakhs; gain Rs 630 lakhs in Other Income.
• Finance cost includes notional interest of Rs 8 lakhs on NCRPS.
• Standalone results: revenue Rs 42,999 lakh; PAT Rs 2,637 lakh; EPS Rs 6.03.
• Exceptional item: impairment of APAG Holding AG Rs 1,064 lakh.
• APAG ceased as subsidiary on 31 Jul 2025; gain on loss of control Rs 9,766 lakh.
• Consolidated results include discontinued operations due to loss of APAG control.

Auditor remarks and regulatory notes

• Limited Review performed; auditors did not issue an audit opinion.
• Results reviewed by the Audit Committee and approved by the Board.

AGM/AR access and KYC reminders

• 66th AGM scheduled for 2 September 2026 at 11:00 AM IST via VC/OAVM.
• Web-links to AGM notice and FY2025-26 Annual Report provided.
• Unregistered-email shareholders will receive the AR and AGM notice via a web-link.
• Cut-off date for email update and KYC is 31 July 2026.
• SEBI circular 2024 requires updating PAN, address, mobile, bank details, and nomination for physical holders.
• Dematerialisation of physical securities advised; electronic payments to be used.
• Email registration encouraged to receive information and support green initiative.
• Contacts for queries: investor@kanoriachem.com and MUFG Intime helpdesk.

Financial highlights

• Standalone total income Rs 9,022.37m; EBITDA 815.75m; PAT 344.12m.
• Consolidated revenue from operations Rs 9,814.27m; consolidated PAT Rs 1,131.95m.
• Continuing operations PAT Rs 323.85m; discontinued Rs 808.10m.
• EPS: standalone 7.88; consolidated 27.64.
• Dividend for 2025-26: none; capital actions include Rs 100 crore authorized capital and 4,95,000 NCRPS issued.

Segment performance

• Chemicals revenue Rs 8,753.44m; Textile Rs 1,060.83m; total Rs 9,814.27m.
• KAT Ethiopia: revenue Rs 1,060.83m; EBITDA Rs 192.50m; net loss Rs 126.69m; capacity 66%.
• APAG Holding AG ceased 31-Jul-2025; gain on loss of control Rs 976.55m.
• Expansions: Pentaerythritol and Resin capacities expanded; Triacetin and Penta Derivatives under development.

Capital structure & dividends

• Authorized capital Rs 100 crore; equity 10 crore shares of Rs 5.
• NCRPS: 4,95,000 issued to promoter group on 18 Apr 2026.
• Dividend: none declared for 2025-26.
• Credit rating: CARE BB+ Stable (long-term); CARE A4+ (short-term).

Governance & controls

• Board comprises 8 directors; Suhana Murshed reappointed Independent; Hemant K. Khaitan reappointed.
• Sumanta Chaudhuri inducted to Audit Committee (Nov 2025); Board met five times.
• Auditors Singhi & Co.; unqualified opinions on standalone and consolidated.
• MR & Associates conducted secretarial audit; DSC signing gaps corrected.

CSR & ESG

• CSR spend Rs 0.09m; two percent of average net profit Rs 0.09m; no unspent.
• CSR policy on company website; focus areas include education, healthcare, rural development, environment.
• Zero accidents; RC certification; renewable energy share around 80% at Ankleshwar.

Subsidiaries & consolidation

• APAG Holding AG ceased as subsidiary; Kanoria Africa Textiles PLC remains 100% owned.
• KAT Ethiopia: revenue Rs 1,060.83m; net loss Rs 126.69m.
• Gain on loss of control of APAG: Rs 976.55m.

Outlook & risks

• Outlook positive for chemicals; expansion and diversification to lift profitability.
• Risks: methanol price volatility, FX, competition from low-cost imports.
• Vision 2030 roadmap emphasizes sustainable growth and resilience.

AGM details

• 66th AGM scheduled for 2 September 2026 at 11:00 AM.
• Meeting to be held through VC/OAVM.

AGM voting window

• Remote e-voting from 30 August to 1 September 2026.
• Cut-off date for voting: 26 August 2026.

Ordinary business

• Adopt Audited financial statements and related reports for the year ended 31 March 2026.
• Re-appoint Hemant Kumar Khaitan as Director, retiring by rotation.

Special business

• Re-appoint Suhana Murshed as Independent Director for five years from 29 June 2026.
• Ratify remuneration of Cost Auditors for the year ending 31 March 2027 (Rs 1,65,000 plus taxes).

Voting results

• Voting results not declared in this filing; Scrutinizer appointed; results to be announced within 2 working days.

Dividend

• Dividend for FY2025-26 not declared by the board.

Directors & auditors

• Re-appointment of Hemant Khaitan; Re-appointment of Suhana Murshed; no other director changes disclosed.

Related party transactions

• No material related party transactions approved; all RPTs are at arm's length.

Other material approvals

• No other material approvals described in the notice beyond the four resolutions.