Meeting Details

The 87th Annual General Meeting was held on Thursday, 6th August 2026 at 09:30 a.m. (IST) through Video Conferencing/Other Audio Visual Means (VC/OAVM) facility. The meeting commenced at 09:30 a.m. and concluded at 10:43 a.m.

The Registered Office of the company was presumed as the deemed venue of the meeting in compliance with MCA Circulars and SEBI Circular.

Attendance

Directors Present:

  • Mr. Arun Kumar Kothari - Executive Chairman and Chairman of CSR Committee (Kolkata)
  • Mrs. Prabhawati Devi Kothari - Non-Executive Director (Kolkata)
  • Mr. Anand Vardhan Kothari - Non-Executive Director (Kolkata)
  • Mr. Amit Mahla - Additional Director & CEO (Designated as Whole-Time Director, Kolkata)
  • Mr. Anurag Singhi - Independent Director and Chairperson of Audit Committee and Nomination and Remuneration Committee (Kolkata)
  • Dr. Monjori Mitra - Independent Director and Chairman of Stakeholders' Relationship/Grievance Committee (Kolkata)
  • Mr. Shourya Sengupta - Independent Director (Kolkata)
  • Mr. Naresh Pachisia - Independent Director (Kolkata)
  • Dr. Rajiv Anant Desai - Independent Director (Kolkata)

In Attendance:

  • Mr. Ranadeep Bhattacharya - Chief Financial Officer (Kolkata)
  • Mr. Lalit Lohia - Company Secretary & Compliance Officer (Kolkata)

Invitees:

  • Mr. Ranjan Jha - Partner of M/s. L. B. Jha & Co., Statutory Auditors (Kolkata)
  • Mr. Raj Kumar Banthia - Partner of M/s. MKB & Associates, Secretarial Auditors (Kolkata)
  • Mr. Ashok Kumar Daga - Scrutinizer, Practising Company Secretary (Kolkata)

71 shareholders holding 35,54,595 equity shares were present through VC/OAVM.

Voting Process

The company provided remote e-voting facility through National Securities Depository Ltd. (NSDL) for members whose names appeared in the records as on Thursday, 30th July 2026 (Cut-off Date). The remote e-voting period commenced on Monday, 3rd August 2026 at 9:00 a.m. and concluded on Wednesday, 5th August 2026 at 5:00 p.m.

Mr. Ashok Kumar Daga, Practicing Company Secretary, was appointed as Scrutinizer to ensure fair and transparent voting. The voting module was extended for 15 minutes during the AGM to enable members to cast votes.

Business Transacted and Voting Results

Ordinary Business

Item No. 1: Adoption of Financial Statements for FY2026

Resolution: To receive, consider and adopt the Audited Financial Statement of the Company for the financial year ended 31st March 2026 and the Reports of the Board of Directors and the Auditors thereon.

Voting Results:

  • Total shares outstanding: 57,07,162
  • Total votes polled: 36,87,639 (64.61% of outstanding shares)
  • Votes in favor: 36,87,630 (100.00% of votes polled)
  • Votes against: 9 (0.00% of votes polled)

Item No. 2: Declaration of Dividend

Resolution: To declare dividend of ₹5.00 per Equity Share of ₹10 each for the Financial Year ended 31st March 2026.

Financial Impact: ₹285.36 lakhs absorbed from accumulated reserves

Record Date: Friday, 30th July 2026

Voting Results:

  • Total shares outstanding: 57,07,162
  • Total votes polled: 36,87,639 (64.61% of outstanding shares)
  • Votes in favor: 36,87,635 (100.00% of votes polled)
  • Votes against: 4 (0.00% of votes polled)

Item No. 3: Re-appointment of Mrs. Prabhawati Devi Kothari

Resolution: To appoint Mrs. Prabhawati Devi Kothari (DIN: 00051860) who retires by rotation and offers herself for re-appointment.

Voting Results:

  • Total shares outstanding: 57,07,162
  • Total votes polled: 35,73,112 (62.61% of outstanding shares)
  • Votes in favor: 35,72,611 (99.99% of votes polled)
  • Votes against: 501 (0.01% of votes polled)

Special Business

Item No. 4: Ratification of Cost Auditors' Remuneration

Resolution: To ratify remuneration payable to M/s. S. Gupta & Co., Cost & Management Accountants, Kolkata (Firm Registration No.: 000020) for FY2026-27.

Remuneration: ₹70,000 plus applicable taxes and out-of-pocket expenses

Voting Results:

  • Total shares outstanding: 57,07,162
  • Total votes polled: 36,87,439 (64.61% of outstanding shares)
  • Votes in favor: 36,87,407 (100.00% of votes polled)
  • Votes against: 32 (0.00% of votes polled)

Item No. 5: Revision in Remuneration of Mr. Arun Kumar Kothari

Resolution: To approve revision in remuneration payable to Mr. Arun Kumar Kothari (DIN: 00051900), Whole-time Director designated as Executive Chairman for the period from 1st April 2026 to 31st March 2027.

The remuneration was set through supplementary agreement dated 12th May 2026 and is payable as minimum remuneration irrespective of profits, subject to Schedule V provisions of Companies Act, 2013.

Voting Results:

  • Total shares outstanding: 57,07,162
  • Total votes polled: 36,87,439 (64.61% of outstanding shares)
  • Votes in favor: 36,87,407 (100.00% of votes polled)
  • Votes against: 32 (0.00% of votes polled)

Item No. 6: Regularization of Mr. Amit Mahla as Director

Resolution: To regularize Mr. Amit Mahla (DIN: 11767012), Additional Director, by appointing him as Director of the Company liable to retire by rotation.

Mr. Mahla was appointed as Additional Director with effect from 19th June 2026.

Voting Results:

  • Total shares outstanding: 57,07,162
  • Total votes polled: 36,87,439 (64.61% of outstanding shares)
  • Votes in favor: 36,87,407 (100.00% of votes polled)
  • Votes against: 32 (0.00% of votes polled)

Item No. 7: Appointment of Mr. Amit Mahla as Whole-time Director & CEO

Resolution: To appoint Mr. Amit Mahla (DIN: 11767012) as Whole-time Director and CEO for a period of 5 years from 19th June 2026 to 18th June 2031 and fix his remuneration for the period from 19th June 2026 to 31st March 2027.

The remuneration is subject to Schedule V provisions of Companies Act, 2013 and payable as minimum remuneration irrespective of profits.

Voting Results:

  • Total shares outstanding: 57,07,162
  • Total votes polled: 36,87,439 (64.61% of outstanding shares)
  • Votes in favor: 36,87,288 (100.00% of votes polled)
  • Votes against: 151 (0.00% of votes polled)

Resolution Outcomes

All resolutions were passed with requisite majority:

  • Ordinary Resolutions (Item Nos. 1, 2, 3, 4, 6) - Passed
  • Special Resolutions (Item Nos. 5, 7) - Passed

Document Submission

The minutes were submitted to the National Stock Exchange of India Limited and BSE Limited on 29th August 2026 by Mr. Lalit Lohia, Company Secretary & Compliance Officer.