Annual Report for the financial year 2025-26

1(1\DENORA ~ Dare. Develo . Deliver. Ref. No.: DNiUL&S/2026/S-17C/39 August 26, 2026 National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, 5th floor, Floor 25, Phiroze Jeejeebhoy Towers Plot No. C/1, G Block Dalal Street Bandra-Kurla Complex, Bandra (E), Mumbai 400 001 Mumbai- 400051 Scrip Code: 590031 Stock Code: DENORA Dear Sir/Madam, Sub: Notice of the 37111 Annual General Meeting of De Nora India Limited and Annual Report for the Financial Year 2025-26 This is to inform you that the 3t11 Annual General Meeting ('AGM') of DE NORA INDIA LIMITED ('the Company') will be held on Wednesday, September 23, 2026, at 11 :00 a.m. (IST) through Video Conferencing/ Other Audio-Visual Means, in accordance with the applicable circulars issued by the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of India ('SEBI'). Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ('Listing Regulations'), we are enclosing herewith the Notice convening the 3 7 AGM along with Annual Report for the financial year ended March 31, 2026, which is being sent through electronic mode to those Members whose e-mail address is registered with the Company/ Registrar and Share Transfer Agent ('RTA') / Depositories. Further, in accordance with Regulation 36(1 )(b) of the Listing Regulations, a letter containing the web-link, including the exact path, for accessing the Annual Report for the financial year 2025-26 is being sent to all those Members whose email address is not registered. The Annual Report containing the Notice of AGM is also available on the Company's website at l.l_l1Q-.;: !j nd i_;J.dc11( Jl",t.CUllJ. The Company is providing the facility of remote e-voting prior to the AGM and e-voting during the AGM to its Members in respect of all the resolutions set forth in the Notice. The Company has fixed Wednesday, September 16, 2026, as the cut-off date for determining the eligibility of Members to vote through remote e-voting and e-voting during the AGM. The remote e-voting period shall commence at 9.00 a.m. (1ST) on Sunday, September 20, 2026 and shall end at 5.00 p.m. (IST) on Tuesday, September 22, 2026. Kindly take the same on record. Thanking you, Yours faithfully, For DE NORA INDIA LIMITED ~Shrikant Pai Company Secretary Encl.: As above e DE NORA INDIA LIMITED • info.dni@denora.com CIN - L31200GA1993PLC001335 www.india.denora.com Plot Nos. 184, 185 & 189 Kundaim Industrial ph +91 (0832) 6731100 / 6731177 Estate, Kundaim - 403115 Goa, India DE NORA INDIA LIMITED CIN-L31200GA 1993PLC001335 BOARD OF DIRECTORS CONTENTS Page No. SUPRIYA BANERJI Chairperson and Notice of AGM 3-20 (DIN: 05209284) Independent Director Director's Report 21-28 VINAY CHOPRA Managing Director (DIN: 06543610) Annexures to the Director's Report • Annexure I - Management Discussion 29-33 DEEPAK NAGVEKAR Whole-time Director & & Analysis Report (DIN: 11300643) CFO • Annexure II - AOC 2 34 PURUSHOTTAM S. MANTRI Independent Director (DIN: 06785989) • Annexure Ill - Information regarding 35 employees and related disclosures LALITA CORREIA AFONSO Independent Director (DIN: 07986827) • Annexure IV - Secretarial Audit Report 36-37 GUIDO PICARI Non Executive Director • Annexure V - Corporate Governance (CG) (DIN: 08117857) Report & Certificate on compliance of CG 38-52 Independent Auditor's Report 53-61 COMPANY SECRETARY SHRIKANT PAI Balance Sheet 62 Statement of Profit & Loss Account 63 REGISTERED OFFICE & WORKS Statement of Cash Flow 64-65 Plot Nos. 184,185 & 189 Kundaim Industrial Estate Statement of Changes in Equity 66 Kundaim, Goa - 403 115 Tel.: 91-832-6731177 Notes to Financial Statements 67-109 Email: info.dni@denora.com Website: https://india.denora.com BANKERS REGISTRAR & TRANSFER AGENT M/s. Bigshare Services Private Limited BANK OF BARODA Unit: De Nora India Limited Office No. S6-2, 6th Floor, Pinnacle Business STATUTORY AUDITORS Park, Next to Ahura Centre, Mahakali Caves M/s. Price Waterhouse Chartered Accountants LLP Road, Andheri East, Mumbai 400093 ICAI Firm Registration No. 012754N/N500016 Ph. No.: 022 62638200/62638204 7th Floor, Tower A - Wing 1, Fax No.: 022 62638299 'Business Bay'Airport Road, Yerwada Email: info@bigshareonline.com Pune - 411006 Website: www.bigshareonline.com DE NORA INDIA LIMITED CIN-L31200GA 1993PLC001335 DE NORA INDIA LIMITED CIN-L31200GA 1993PLC001335 DE NORA INDIA LIMITED CIN: L31200GA1993PLC001335 Registered Office: Plot Nos. 184, 185 & 189, Kundaim Industrial Estate, Kundaim, Goa - 403115 Tel. No.: 0832 6731177; Email: info.dni@denora.com; Website: https://india.denora.com NOTICE is hereby given that the 37th (Thirty Seventh) "RESOLVED THAT pursuant to Regulation 23 and ANNUAL GENERAL MEETING ('AGM') of the Members other applicable provisions of the Securities and of DE NORA INDIA LIMITED ('the Company') will be held Exchange Board of India (Listing Obligations and on Wednesday, September 23, 2026, at 11.00 A.M. (IST) Disclosure Requirements) Regulations, 2015 ('Listing through Video Conference ('VC') / Other Audio-Visual Regulations'), as amended from time to time, and the Means ('OAVM') to transact the following business: applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory ORDINARY BUSINESS amendment(s), modification(s) or re-enactment(s) 1. Adoption of Audited Financial Statements for the thereof for the time being in force), read with the Financial Year ended March 31, 2026 Company's Policy on Related Party Transactions, and To consider, and if thought fit, to pass the following based on the approval / recommendation of the Audit Resolution as an Ordinary Resolution: Committee and the Board of Directors of the Company, the approval of the Members of the Company be and is "RESOLVED THAT the Audited Financial Statements hereby accorded to increase the maximum aggregate of the Company for the financial year ended March value of the contracts / arrangements / transactions 31, 2026, together with the Reports of the Board of (whether individually or a series of transaction(s) Directors and the Auditors thereon, as circulated to the taken together or otherwise) falling within the definition Members and laid before the Meeting, be received, of Related Party Transactions under Regulation 2(1) considered and adopted." (zc) of the Listing Regulations with lndustrie De Nora 2. Declaration of Dividend on Equity Shares S.p.A., Italy, a related party of the Company, for the To consider and, if thought fit, to pass the following Financial Year 2026-27, trorn e 2,080 Lakhs (Rupees Resolution as an Ordinary Resolution: Two Thousand Eighty Lakhs Only) to ~ 2,430 Lakhs (Rupees Two Thousand Four Hundred Thirty Lakhs "RESOLVED THAT a dividend of ~ 4/- (i.e. 40%) Only), as per the details set out in the explanatory per equity share of face value of ~ 10/- each of the statement annexed to this Notice, provided, however, Company, as recommended by the Board of Directors, that the said contracts / arrangements / transactions be and is hereby declared for the financial year ended shall be carried out on an arm's length basis and in the March 31, 2026, and that the same be paid out of the ordinary course of business of the Company. profits of the Company." RESOLVED FURTHER THAT the Board of Directors 3. Re-appointment of Mr. Deepak Nagvekar (DIN: of the Company be and is hereby authorised to 11300643), who retires by rotation, as a Director delegate all or any of the powers conferred by this To consider and, if thought fit, to pass the following Resolution to any Committee of the Board and/or the Resolution as an Ordinary Resolution: Managing Director and to do all such acts, deeds, "RESOLVED THAT pursuant to the provisions of matters and things as may be considered necessary, Section 152 and other applicable provisions, if any, desirable or expedient to give effect to this resolution of the Companies Act, 2013, Mr. Deepak Nagvekar and [Showing first 8,000 characters — download PDF for full document]