Key Dates

  • AGM Date: Monday, September 21, 2026 at 03:30 PM IST
  • Cut-off/Record Date: Monday, September 14, 2026
  • Remote e-voting period: September 18, 2026 (09:00 AM) to September 20, 2026 (05:00 PM)
  • Dividend payment: Within 30 days of AGM conclusion

Business Items for Shareholder Approval

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements for FY26 with Board and Auditor reports

2. Adoption of Audited Consolidated Financial Statements for FY26 with Auditor report

3. Declaration of Dividend: Confirmation of Interim Dividend of ₹2.75 per fully paid-up equity share and approval of Final Dividend of ₹2.50 per fully paid-up equity share for FY26

4. Re-appointment of Mr. Krzysztof Wieslaw Jamroz (DIN: 07462321) as Non-Executive Non-Independent Director retiring by rotation

Special Business:

5. Appointment of Mr. William Poole (DIN: 03533109) as Non-Executive Independent Director for 3 years from August 10, 2026 to August 9, 2029 (Special Resolution)

6. Ratification of remuneration of Cost Auditors M/s S K Agarwal & Associates (Firm Registration No. 100322) at ₹1.25 lakhs plus applicable taxes and expenses for FY27 (Ordinary Resolution)

7. Approval of borrowing limits pursuant to Section 180(1)(c) of Companies Act, 2013, authorizing borrowing up to aggregate of paid-up capital, free reserves and securities premium (Special Resolution)

8. Creation of mortgage/charge on company assets under Section 180(1)(a) to secure borrowings (Special Resolution)

Financial Details

  • Total dividend per share for FY26: ₹5.25 (₹2.75 interim + ₹2.50 final)
  • Cost auditor remuneration: ₹1.25 lakhs for FY27
  • Director remuneration: Mr. Jamroz received ₹800,000 sitting fees and ₹2,100,000 commission in FY26
  • Independent director compensation: Sitting fees of ₹100,000 per meeting (max ₹800,000/year) and commission up to 0.50% of net profit (max ₹2,100,000/year)

Corporate Structure Impact

  • No change in share capital disclosed
  • Dividend entitlement based on shareholding as of September 14, 2026
  • Board composition change with addition of one Independent Director

Voting Procedures

  • Remote e-voting through CDSL platform (EVSN: 260811012)
  • Physical attendance dispensed with, no proxy facility available
  • Institutional members must submit authorization documents
  • Scrutinizer: CS Mukesh Siroya (ICSI FCS 5682) or CS Bhavyata Acharya (ICSI ACS 25734)

Dividend Information

  • Record date: September 14, 2026
  • Payment within 30 days of AGM approval
  • TDS applicable as per Income Tax Act, 2025
  • Unpaid dividend transfer schedule to IEPF provided for previous years

Director Information

  • Mr. Krzysztof Wieslaw Jamroz: 51 years, Business qualifications, Executive Chairman of Roadrunner Transportation Systems and Global Crossing Airlines
  • Mr. William Poole: 65 years, Computer Science degree, Co-Founder of Capria Ventures, former Microsoft Corporate VP

Additional Information

  • Statutory Auditors: M/s B S R & Co. LLP (ICAI Firm Registration No.: 101248W/W-100022) appointed until 2028 AGM
  • Company Secretary: Debashis Dey
  • RTA: MUFG Intime India Private Limited

Notes and Conditions

  • Meeting conducted entirely through Video Conferencing/Other Audio-Visual Means
  • Documents available for electronic inspection on company website
  • Members must register email/mobile with depository for voting access
  • Unclaimed shares may be transferred to IEPF after 7 years