Meeting Details

The 42nd Annual General Meeting was held on 23rd September 2026 at 4:15 PM through Video Conference (VC)/Other Audio Visual Means (OAVM). The meeting was chaired by Sri S V Balasubramaniam. Five directors were present at the registered office, and one director joined through video conference. The meeting commenced at 4:15 PM and concluded at 4:32 PM.

Proposed Resolutions and Implications

The following five resolutions were proposed and voted upon:

1. Ordinary Resolution: Adoption of Audited Financial Statements for the year ended March 31, 2026, along with Reports of the Board of Directors and Auditors.

2. Ordinary Resolution: Declaration of Dividend at the rate of ₹12.50 per equity share on 1,25,39,700 equity shares of ₹10 each.

3. Ordinary Resolution: Re-appointment of Sri B Saravanan (DIN: 00002927) who retires by rotation as Director.

4. Ordinary Resolution: Ratification of Remuneration payable to Cost Auditor of the Company.

5. Special Resolution: Alteration in the object clause of the Memorandum of Association of the Company.

Voting Process and Methods

The voting was conducted through remote e-voting and e-voting during the AGM. The remote e-voting period commenced on 19th September 2026 at 9:00 AM and ended on 22nd September 2026 at 5:00 PM. The facility was provided through Central Depository Services (India) Limited (CDSL). Members attending the AGM through VC/OAVM who had not cast their votes remotely could vote during the meeting.

Key Voting Outcomes

Overall Participation

  • Total shareholders on record date (2nd September 2026): 6,581
  • Total shares outstanding: 1,25,39,700
  • Total votes polled: 97,12,310 shares (77.45% of outstanding shares)
  • Shareholders attending meeting through VC: 47 (5 Promoter group, 42 Public)

Resolution-wise Results

Item No. 1: Adoption of Financial Statements

  • Total votes in favor: 97,12,307 (100% of votes polled)
  • Votes against: 3 (0% of votes polled)

Item No. 2: Declaration of Dividend

  • Total votes in favor: 97,12,307 (100% of votes polled)
  • Votes against: 3 (0% of votes polled)

Item No. 3: Re-appointment of Director

  • Total votes in favor: 97,12,307 (100% of votes polled)
  • Votes against: 3 (0% of votes polled)

Item No. 4: Ratification of Cost Auditor Remuneration

  • Total votes in favor: 97,12,307 (100% of votes polled)
  • Votes against: 3 (0% of votes polled)

Item No. 5: Alteration of Memorandum of Association

  • Total votes in favor: 97,12,307 (100% of votes polled)
  • Votes against: 3 (0% of votes polled)

Category-wise Voting Breakdown

Promoter and Promoter Group

  • Shares held: 73,60,276
  • Votes polled: 73,60,276 (100% participation)
  • 100% votes in favor across all resolutions

Public - Institutional Holders

  • Shares held: 33,714
  • Votes polled: 12,982 (38.51% participation)
  • 100% votes in favor across all resolutions

Public - Others

  • Shares held: 51,45,710
  • Votes polled: 23,39,052 (45.46% participation)
  • Votes in favor: 23,39,049 (100% of votes polled)
  • Votes against: 3 (0% of votes polled) across all resolutions

Scrutinizer's Role and Findings

Sri K Radhakrishnan, Practicing Company Secretary, was appointed as scrutinizer to supervise the e-voting process. The scrutinizer received the complete record of votes cast through electronic mode from CDSL. The votes were unblocked on 23rd September 2026 at 5:08 PM in the presence of two witnesses (Mr. P. Velumani and Mrs. P. Karthika). The scrutinizer verified all votes and confirmed that all five resolutions were passed with the requisite majority.

Compliance Confirmation

The company confirmed compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI (LODR) Regulations, 2015. The voting results and scrutinizer's report were uploaded to the company's website (www.bannari.com).