Shareholders meeting

Regd. Office: Mafatlal House, 3rd Floor, H. T. Parekh Marg 0' Backbay Reclamation, Churchgate, Mumbai . 400 020, India Tel: +91 22 6657 6100, 6636 4062 Fax +91 22 6636 4060 NOCIL LIMITED W Eme ab ls :i t ie n vw esw tow rc.n aro e@c @il n.c oo cm l.c omC IN L99999MH1961PLC01200.3 ARVIN ThD e eM thiA csF oA fT eL xcA eL lle nG cR e OUP Date: 6th July, 2026 The Bombay Stock Exchange Limited The National Stock Exchange of India Ltd. “P.J. Towers” Exchange Plaza Dalal Street Bandra Kurla Complex, Bandra (East) Mumbai-400 001 Mumbai-400 051 Stock Code: 500730 Symbol: NOCIL Dear Sir, Sub: Notice of the 64th Annual General Meeting (‘AGM’) of NOCIL Limited (‘the Company’) for FY 2025-26 as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’) We wish to inform you that the Sixty Fourth (64th ) Annual General Meeting of the Company will be held on Monday, 3rd August, 2026 at 03.00 p.m. (IST) through Video Conferencing. The venue of the meeting shall be deemed to be the registered office of the Company situated at Mafatlal House, H.T. Parekh Marg, Backbay Reclamation, Churchgate, Mumbai – 400020. Accordingly, pursuant to Regulation 30 read with Schedule III Part A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the notice along with the explanatory statement of the 64th AGM of the Company is enclosed for the information of the Stock Exchange. The said notice forms part of the Annual Report for the Financial Year 2025-26. Further, the Annual Report is being sent to those members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent/ Depositories through electronic mode and is also available on the website of the Company, i.e. www.nocil.com. Pursuant to Regulation 36(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter is being sent to those Members who have not registered their e-mail addresses with the Company/Depositories, providing therein web-link of the Annual Report 2025-26 for accessing the Annual Report. We request you to take the same on your records. Thanking you, Yours truly, For NOCIL Limited Amit K. Vyas Head -Legal and Company Secretary Place: Mumbai Responsible Care OUR COMtrrNT TO $US ANABtT Corporate Overview Statutory Reports Financial Statements ARVIND MAFATLAL GROUP Notice NOCIL LIMITED CIN: L99999MH1961PLC012003 Regd. Office: Mafatlal House, H.T. Parekh Marg, Backbay Reclamation, Churchgate, Mumbai-400020 Tel. No. +91-22-66364062, Website: www.nocil.com Email: investorcare@nocil.com NOTICE is hereby given that the SIXTY FOURTH (64th) by the Ministry of Corporate Affairs in this regard Annual General Meeting of the Members of NOCIL Ltd. and the provisions of the Securities and Exchange (‘the Company’) will be held on Monday, August 3, 2026, at Board of India (Listing Obligations and Disclosure 03.00 p.m. (IST) through Video Conferencing ('VC') / Other Requirements) Regulations, 2015 including any Audio-Visual Means (OAVM’) to the Registered office of the statutory amendments, modifications or re-enactment Company at Mafatlal House, H.T. Parekh Marg, Backbay thereof and all other statutory approvals, as may be Reclamation, Churchgate, Mumbai - 400 020 which shall be required and in accordance with the approval of the the deemed venue of the meeting to transact the following Board of Directors based on the recommendations business. of the Nomination & Remuneration Committee of the Board, approval of the Members of the Company ORDINARY BUSINESS: be and is hereby accorded for the re-appointment of 1. To receive, consider and adopt the Audited Mr. Hrishikesh A Mafatlal (DIN : 00009872) as the (Standalone and Consolidated) Financial Statements Executive Chairman of the Board for a further period of five (5) years with effect from August 19, 2026 of the Company for the Financial Year ended March to August 18, 2031, on such terms and conditions 31, 2026 and the Reports of the Board of Directors and including remuneration and perquisites (hereinafter Statutory Auditors thereon. referred to as “remuneration”) as set out in the 2. To declare Dividend on Equity shares for the Financial Explanatory Statement annexed to this notice . Year ended March 31, 2026. RESOLVED FURTHER THAT where in any financial year 3. To appoint a Director in place of Mr. Anand V.S (DIN: during the currency of the tenure of Mr. Hrishikesh 07918665), who retires by rotation and being eligible, A. Mafatlal, Executive Chairman, the Company offers himself for re-appointment. has no profits, or if its profits are inadequate, the remuneration determined by the Nomination and SPECIAL BUSINESS Remuneration Committee/ Board as per Schedule V of 4. Re-appointment of Mr. Hrishikesh A Mafatlal the Companies Act, 2013, be considered as minimum (DIN : 00009872) as the Executive Chairman w.e.f remuneration, subject to such statutory approvals, as August 19, 2026 may be applicable. To consider and if thought fit, to pass, the following RESOLVED FURTHER THAT the Board of Directors be resolution as a Special Resolution: and is hereby authorised to alter, vary the terms of the remuneration, in such manner as may be deemed fit “RESOLVED THAT pursuant to the provisions of and acceptable to Mr. Hrishikesh A. Mafatlal during Sections 196, 197, 198, 203 and other applicable the currency of his tenure as Executive Chairman of provisions of the Companies Act, 2013, and Schedule V the Company. of the said Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 RESOLVED FURTHER THAT the Board of Directors be and other applicable Rules and Regulations issued and is hereby authorised to do all such acts, deeds, NOCIL LIMITED NOCIL LIMITED Notice (Cont'd). matters and things as it may, in its absolute discretion, “RESOLVED FURTHER THAT the Board of Directors be deem necessary, desirable and expedient to give effect and is hereby authorised to do all such acts, deeds, to this resolution.” matters and things, as it may, in its absolute discretion, deem necessary, desirable and expedient to give effect 5. Appointment of Mr. Sanjiv Lal (DIN: 08376952) as an to this resolution.” Independent Director of the Company 6. Appointment of Mr. Sabyaschi Patnaik (DIN: To consider and if thought fit, to pass the following 07183784) as an Independent Director of the Resolution as a Special Resolution: Company “RESOLVED THAT pursuant to the provisions of To consider and if thought fit, to pass the following Section 152 and other applicable provisions, if any, of Resolution as a Special Resolution: the Companies Act, 2013 (“the Act”), the Companies (Appointment and Qualifications of Directors) “RESOLVED THAT pursuant to the provisions of Rules, 2014 (“the Rules”) (including any statutory Section 152 and other applicable provisions, if modification(s) or re-enactment thereof), Mr. Sanjiv any, of the Companies Act, 2013 (“the Act”), the Lal (DIN: 08376952) who was appointed by the Board Companies (Appointment and Qualifications of of Directors as an Additional Director designated as Directors) Rules, 2014 (“the Rules”) (including any an Independent Director of the Company with effect statutory modification(s) or re-enactment thereof), from May 07, 2026, in terms of Section 161 of the Act Mr. Sabyaschi Patnaik (DIN: 07183784) who was and Article 157 of the Articles of Association of the appointed by the Board of Directors as an Additional Company and who is eligible for appointment as a Director designated as an Independent Director of the Director and who has consented to act as a Director Company with effect from May 07, 2026 in terms of of the Company and in respect of whom the Company Section 161 of the Act and Article 157 of the Articles has received a notice in writing from a Member under of Association of the Company and who is eligible for Section 160(1) [Showing first 8,000 characters — download PDF for full document]