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

Meeting Details

The 31st Annual General Meeting was held on Tuesday, August 11, 2026 at 11:30 A.M. (IST) through video conferencing. The total number of shareholders on the record date (August 04, 2026) was 86,713.

Proposed Resolutions and Implications

Seven resolutions were proposed and approved at the AGM:

1. Receipt and adoption of audited financial statements for FY ended March 31, 2026 with reports of Auditors and Board of Directors

2. Declaration of final dividend of Rs. 18 per fully paid-up equity share (face value Rs. 5 each) for FY 2025-26

3. Re-appointment of Mr. Jagdish Saksena Deepak (DIN: 02194470) as Director liable to retire by rotation

4. Ratification of remuneration to Sanjay Gupta & Associates as Cost Auditors for FY 2026-27

5. Approval of amendment in the Object Clause of the Memorandum of Association

6. Approval of Material Related Party Transactions with Bharti Airtel Limited (holding company)

7. Approval of Material Related Party Transactions with Indus Towers Limited (fellow subsidiary)

Voting Process and Methods

The voting process utilized two methods:

  • Remote e-voting: Commenced on Friday, August 07, 2026 at 09:00 A.M. (IST) and ended on Monday, August 10, 2026 at 05:00 P.M. (IST)
  • E-voting during AGM: Conducted on Tuesday, August 11, 2026 during the video conference meeting

KFin Technologies Limited served as the Registrar & Share Transfer Agent providing the e-voting facility.

Key Voting Outcomes

Overall Participation

  • Total paid-up Equity Share Capital: Rs. 2,50,00,00,000 divided into 50,00,00,000 equity shares of Rs. 5 each
  • Total votes cast across all resolutions: 98.2294% of outstanding shares (491,146,863 votes out of 500,000,000 shares)

Resolution-wise Results:

Resolution 1 - Adoption of Financial Statements

  • Total votes: 491,146,863 (98.2294% of outstanding shares)
  • In favor: 491,146,708 (100.0000% of votes polled)
  • Against: 155 (0.0000% of votes polled)

Resolution 2 - Final Dividend Declaration

  • Total votes: 491,147,866 (98.2296% of outstanding shares)
  • In favor: 491,147,722 (100.0000% of votes polled)
  • Against: 144 (0.0000% of votes polled)

Resolution 3 - Re-appointment of Director

  • Total votes: 491,146,863 (98.2294% of outstanding shares)
  • In favor: 489,225,645 (99.6088% of votes polled)
  • Against: 1,921,218 (0.3912% of votes polled)

Resolution 4 - Ratification of Cost Auditor Remuneration

  • Total votes: 491,146,863 (98.2294% of outstanding shares)
  • In favor: 491,146,694 (100.0000% of votes polled)
  • Against: 169 (0.0000% of votes polled)

Resolution 5 - Amendment to Memorandum of Association

  • Total votes: 491,146,863 (98.2294% of outstanding shares)
  • In favor: 491,146,685 (100.0000% of votes polled)
  • Against: 178 (0.0000% of votes polled)

Resolution 6 - Related Party Transactions with Bharti Airtel

  • Total votes: 66,146,867 (13.2294% of outstanding shares)
  • In favor: 66,146,712 (99.9998% of votes polled)
  • Against: 155 (0.0002% of votes polled)
  • Note: Related parties abstained from voting

Resolution 7 - Related Party Transactions with Indus Towers

  • Total votes: 66,146,835 (13.2292% of outstanding shares)
  • In favor: 66,146,683 (99.9998% of votes polled)
  • Against: 152 (0.0002% of votes polled)
  • Note: Related parties abstained from voting

Participation Breakdown by Shareholder Category

Promoter and Promoter Group:

  • 1 shareholder attended through video conference
  • 349,999,996 shares held (100% voted through e-voting)

Public Institutions:

  • 71,333,322 shares held
  • 92.7210% participation rate (66,140,973 votes)

Public Non-Institutions:

  • 155 shareholders attended through video conference
  • 78,666,682 shares held
  • 95.3465% participation rate (75,005,894 votes)

Scrutinizer's Role and Findings

Mr. Harish Chawla, Partner of M/s CL & Associates, Company Secretaries, was appointed as Scrutinizer by the Board of Directors on May 13, 2026. His responsibilities included:

  • Scrutinizing voting through electronic means (remote e-voting and e-voting during AGM)
  • Unblocking votes cast during e-voting after AGM conclusion in presence of two witnesses (Arpita Singh and Garima Rajora)
  • Verifying data and reports generated from the voting system provided by KFin Technologies
  • Confirming no shareholder used both remote e-voting and e-voting at AGM
  • Ensuring votes from eligible shareholders (per Regulation 23 of Listing Regulations) were considered

The scrutinizer confirmed all resolutions were passed with requisite majority and that electronic data related to remote e-voting would be handed over to the Company Secretary for preservation.

Compliance Confirmation

The document confirms compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Various circulars issued by MCA and SEBI

Newspaper advertisements were published in "Mint" (English) and "Hindustan" (Hindi) on July 16, 2026 and July 18, 2026 to notify shareholders.