Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Arcotech Limited

Meeting Details

  • Date of Meeting: Tuesday, 29th September, 2026
  • Time: 10:00 A.M. (IST)
  • Location: Conducted through Video Conference/Other Audio Video Means (OVAM)
  • Type of Meeting: 45th Annual General Meeting
  • Record Date: Tuesday, 22nd September, 2026
  • Total Shareholders on Record Date: 29,395

Proposed Resolutions and Implications

Seven resolutions were proposed for shareholder approval:

1. Ordinary Resolution: To receive, consider and adopt the Financial Statements for FY ended 31st March, 2026 including Audited Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, and reports of Board of Directors and Auditors

2. Ordinary Resolution: To appoint Sh. Radhanath Pattanayak (DIN: 01189370) as Director who retires by rotation

3. Ordinary Resolution: To appoint Statutory Auditors and fix their remuneration

4. Special Resolution: To increase the Authorized Equity Share Capital and consequent alteration of capital clause of Memorandum of Association

5. Special Resolution: To reclassify Non-convertible, Non-cumulative Redeemable Preference Share Capital to Preference Share Capital with consequential amendment of Memorandum

6. Special Resolution: To approve issuance of Non-Convertible Debentures (NCDs) on private placement basis to identified persons

7. Ordinary Resolution: To approve Material Related Party Transactions of the Company

Voting Process and Methods

  • Remote e-voting period: Saturday, 26th September, 2026 (9:00 A.M. IST) to Monday, 28th September, 2026 (5:00 P.M. IST)
  • E-voting at AGM: Conducted during the meeting on 29th September, 2026
  • Scrutinizer: M/s Saurabh Agrawal & Co., Practicing Company Secretaries
  • Voting platform: Central Depository Services (India) Limited (CDSL) through www.evotingindia.com
  • Publication of notice: Published in Financial Express (English) and Jansatta (Hindi) on 8th September, 2026

Key Voting Outcomes

Overall Participation:
  • Total shares outstanding: 10,50,00,000
  • Total votes polled: 3,76,90,023 shares (35.8953% of outstanding shares)
  • 44 shareholders attended through video conferencing (11 Promoter & Promoter Group, 33 Public)
Resolution-wise Results:

Resolution 1 - Financial Statements Adoption:

  • Total votes polled: 3,76,90,023 shares (35.8953%)
  • Votes in favor: 3,76,86,623 shares (99.9910%)
  • Votes against: 3,400 shares (0.0090%)
  • Promoter & Promoter Group: 4,08,60,144 shares held, 3,70,60,144 votes polled (90.7000%), 100% in favor

Resolution 2 - Director Re-appointment:

  • Total votes polled: 3,76,90,023 shares (35.8953%)
  • Votes in favor: 3,76,86,623 shares (99.9910%)
  • Votes against: 3,400 shares (0.0090%)
  • Promoter & Promoter Group: 100% in favor

Resolution 3 - Auditor Appointment:

  • Total votes polled: 3,76,90,023 shares (35.8953%)
  • Votes in favor: 3,76,86,623 shares (99.9910%)
  • Votes against: 3,400 shares (0.0090%)
  • Promoter & Promoter Group: 100% in favor

Resolution 4 - Increase Authorized Capital:

  • Total votes polled: 3,76,90,023 shares (35.8953%)
  • Votes in favor: 3,76,86,623 shares (99.9910%)
  • Votes against: 3,400 shares (0.0090%)
  • Promoter & Promoter Group: 100% in favor

Resolution 5 - Preference Share Reclassification:

  • Total votes polled: 3,76,90,023 shares (35.8953%)
  • Votes in favor: 3,76,85,537 shares (99.9881%)
  • Votes against: 4,486 shares (0.0119%)
  • Promoter & Promoter Group: 100% in favor

Resolution 6 - NCD Issuance:

  • Total votes polled: 3,76,90,023 shares (35.8953%)
  • Votes in favor: 3,76,86,512 shares (99.9907%)
  • Votes against: 3,511 shares (0.0093%)
  • Promoter & Promoter Group: 100% in favor

Resolution 7 - Related Party Transactions:

  • Total votes polled: 3,76,90,023 shares (35.8953%)
  • Votes in favor: 3,76,86,512 shares (99.9907%)
  • Votes against: 3,511 shares (0.0093%)
  • Promoter & Promoter Group: 51,55,877 votes treated as invalid (related parties)

Participation Breakdown by Shareholder Category

Promoter & Promoter Group:

  • Shares held: 4,08,60,144
  • Average votes polled: 90.70%
  • Consistently voted 100% in favor on all resolutions

Public Institutional Holders:

  • Shares held: 1,86,710
  • Minimal participation (0.0000% votes polled)

Public Non-Institutional Holders:

  • Shares held: 6,39,53,146
  • Votes polled: 6,28,879 shares (0.9849%)
  • Approval rates ranged from 97.67% to 99.46% across resolutions

Scrutinizer's Role and Findings

  • M/s Saurabh Agrawal & Co. was appointed as scrutinizer
  • Verified remote e-voting and e-voting during AGM
  • Confirmed votes were unblocked on 29th September, 2026 after AGM conclusion
  • Witnessed by Ms. Twinkle Gupta (PAN: ALVPG4552H) and Ms. Jhalak Garg (PAN: EANPG6355M)
  • All resolutions passed with requisite majority
  • Electronic data and records remain in scrutinizer's safe custody until handed to Company Secretary

Compliance Confirmation

  • Compliance with SEBI LODR Regulations, 2015 (Regulation 44)
  • Compliance with Companies Act, 2013 (Section 108) and relevant rules
  • Compliance with MCA circulars and SEBI regulations
  • Notice dispatched on 7th September, 2026 and published in newspapers on 8th September, 2026