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

Meeting Details

The 37th AGM was held on Saturday, August 1, 2026 at 12:30 p.m. (IST) through Video Conferencing/Other Audio Visual Means (OAVM). The meeting concluded at 13:03 p.m. (IST). No physical meeting or proxy appointments were made as the meeting was conducted virtually in accordance with MCA and SEBI circulars.

Attendees

Chairman: Mr. Suresh Bhageria (Executive Chairman)

Directors Present:

  • Mr. Vinod Bhageria (Managing Director)
  • Mr. Vikas Bhageria (Jt. Managing Director)
  • Mr. M. M. Chitale (Independent Director and Audit Committee Chairperson)
  • Ms. Ameya Jadhav (Independent Director and Corporate Responsibility Committee Chairperson)
  • Prof. (Dr.) G. D. Yadav (Independent Director)
  • Mr. Vikas Goel (Independent Director and Stakeholders Relationship Committee & Nomination & Remuneration Committee Chairperson)

Other Attendees:

  • Mrs. Deepa Toshniwal (Company Secretary)
  • Mr. Rakesh Kachhadiya (Chief Financial Officer)
  • Representatives of Statutory Auditors and Secretarial Auditors

Shareholder Participation: 46 members attended virtually (21 from Promoter/Promoter Group, 25 from Public)

Proposed Resolutions and Implications

Seven resolutions were proposed and approved:

Ordinary Business:

1. Adoption of Audited Financial Statements (Standalone & Consolidated) for FY ended March 31, 2026 along with reports of Directors and Auditors

2. Declaration of Dividend on Equity Shares for FY ended March 31, 2026

3. Re-appointment of Mr. Vikas Bhageria (DIN: 02976966) as Director retiring by rotation

Special Business:

4. Re-appointment of Mr. Suresh Bhageria (DIN: 00540285) as Executive Director & Chairman for 3 years

5. Re-appointment of Mr. Vinod Bhageria (DIN: 00540308) as Managing Director for 3 years

6. Re-appointment of Mr. Vikas Bhageria (DIN: 02976966) as Jt. Managing Director for 3 years

7. Approval of remuneration to M/s KVM & Co., Cost Accountants for FY 2026-27

Voting Process and Methods

The company engaged NSDL to provide:

  • Remote e-voting: Available from July 29, 2026 (9:00 a.m.) to July 31, 2026 (5:00 p.m.)
  • E-voting during AGM: For members who had not voted remotely
  • Cut-off date: July 24, 2026 for determining voting eligibility
  • Scrutinizer: Mrs. Sonia Chettiar, Partner of GMJ & Associates, Company Secretaries (FCS: 12649; COP No. 10130)

Key Voting Outcomes

Total shareholders on record date: 17,158

Total shares outstanding: 43,644,180

Overall Voting Participation:

  • Total votes cast: 31,145,650 shares (71.3627% of outstanding shares)
  • Total in favor: 31,145,586 shares (99.9998% of votes cast)
  • Total against: 64 shares (0.0002% of votes cast)
  • No invalid votes

Resolution-wise Results:

1. Adoption of Financial Statements:

  • Votes in favor: 31,145,586 (99.9998%)
  • Votes against: 64 (0.0002%)

2. Dividend Declaration:

  • Votes in favor: 31,145,586 (99.9998%)
  • Votes against: 64 (0.0002%)

3. Re-appointment of Vikas Bhageria (Director):

  • Votes in favor: 31,145,586 (99.9998%)
  • Votes against: 64 (0.0002%)

4. Re-appointment of Suresh Bhageria (Executive Chairman):

  • Votes in favor: 31,145,586 (99.9998%)
  • Votes against: 64 (0.0002%)

5. Re-appointment of Vinod Bhageria (Managing Director):

  • Votes in favor: 31,145,586 (99.9998%)
  • Votes against: 64 (0.0002%)

6. Re-appointment of Vikas Bhageria (Jt. Managing Director):

  • Votes in favor: 31,145,586 (99.9998%)
  • Votes against: 64 (0.0002%)

7. Cost Auditor Remuneration:

  • Votes in favor: 31,145,578 (99.9998%)
  • Votes against: 72 (0.0002%)

Category-wise Voting Breakdown:

  • Promoter & Promoter Group: 31,322,615 shares (71.78% of total)
  • Votes cast: 31,096,667 shares (99.2786% of category)
  • 100% in favor across all resolutions
  • Public Institutions: 20,568 shares (0.05% of total)
  • No votes cast
  • Public Non-Institutions: 12,300,997 shares (28.18% of total)
  • Votes cast: 48,983 shares (0.3982% of category)
  • 48,919 shares in favor (99.8693%)
  • 64 shares against (0.1307%)

Scrutinizer's Role and Findings

Mrs. Sonia Chettiar was appointed scrutinizer by the Board on May 2, 2026. Her responsibilities included:

  • Scrutinizing remote e-voting and e-voting during AGM
  • Unblocking votes on August 1, 2026 at 1:35 p.m. in presence of witnesses
  • Reconciling e-voting data with company records
  • Ensuring fair and transparent voting process

Findings: All resolutions passed with requisite majority. No duplicate votes or invalid votes were identified. The scrutinizer's report was issued on August 1, 2026.

Compliance Confirmation

The company confirmed compliance with:

  • Companies Act, 2013 and Rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA and SEBI circulars regarding virtual meetings
  • All statutory registers and documents were made electronically accessible during the meeting

Additional Information

  • The company's statutory auditors and secretarial auditors reported no qualifications or remarks in their reports
  • Chairman Mr. Suresh Bhageria presented the company's financial performance, achievements, and future prospects
  • Voting results and scrutinizer's report are available on company website (https://bhageriagroup.com/) and NSDL website
  • The company is ISO 9001:2015, ISO 14001:2015, and OHSAS 45001:2018 certified
  • Recognized as ** Star Export House by Government of India