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

Meeting Details

  • Date of Meeting: Wednesday, 23rd September, 2026
  • Time: 02:00 P.M. (IST)
  • Location: Conducted through Video Conference (VC)/Other Audio-visual Means (OAVM)
  • Deemed Venue: Registered Office at Unit 1, Prithla-Tatarpur Road, Village Tatarpur, Palwal, Haryana - 121102
  • Type of Meeting: 37th Annual General Meeting
  • Record Date: Wednesday, 16th September, 2026

Proposed Resolutions and Implications

Nine resolutions were proposed for shareholder approval:

1. Ordinary Resolution: Adoption of Audited Standalone and Consolidated Financial Statements for FY ended 31st March 2026 with Board of Directors and Statutory Auditors reports

2. Ordinary Resolution: Re-appointment of Ms. Shikha Bansal (DIN: 02712175) who retires by rotation

3. Ordinary Resolution: Re-appointment of Mrs. Shruti Aggarwal (DIN: 08598962) who retires by rotation

4. Ordinary Resolution: Declaration of Final Dividend of ₹1 per equity share (face value ₹10) for FY 2025-26

5. Ordinary Resolution: Ratification of remuneration of M/s JSN & Co., Cost Auditors for FY 2026-27

6. Ordinary Resolution: Reclassification and increase in Authorised Share Capital from ₹85 crore to ₹95 crore with consequential amendment of Memorandum of Association

7. Special Resolution: Revision in remuneration of Ms. Shikha Bansal, Whole-time Director, effective 1st April 2026

8. Special Resolution: Approval for conversion of whole or part of outstanding loan from Bank of India and consortium lenders into equity shares upon event of default

9. Special Resolution: Approval for continuation of directorship of Mr. Bhisham Kumar Gupta (DIN: 09493608), Non-Executive Independent Director, beyond age of 75 years

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting period: Sunday, 20th September, 2026 (9:00 a.m. IST) to Tuesday, 22nd September, 2026 (5:00 p.m. IST)
  • E-voting at AGM: Facility provided for members attending through VC/OAVM who hadn't voted remotely
  • Scrutinizer: Kapil Kumar of Kapil Kumar & Co., Company Secretaries was appointed to scrutinize the voting process
  • Voting Agency: NSDL provided the e-voting facility through www.evoting.nsdl.com

Key Voting Outcomes

Overall Participation:

  • Total shareholders on record date: 44,911
  • Total shares outstanding: 75,239,438
  • Total votes polled: 59,303,945 shares (78.8203% participation)
  • No physical polling or postal ballot was conducted

Attendance through VC/OAVM:

  • Promoter and Promoter Group: 2 shareholders
  • Public: 107 shareholders

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements):

  • Total votes: 59,303,945 (78.8203%)
  • In favor: 58,983,766 (99.4601%)
  • Against: 320,179 (0.5399%)
  • Result: PASSED

Resolution 2 (Ordinary - Ms. Shikha Bansal reappointment):

  • Total votes: 59,303,945 (78.8203%)
  • In favor: 58,805,424 (99.1594%)
  • Against: 498,521 (0.8406%)
  • Result: PASSED

Resolution 3 (Ordinary - Mrs. Shruti Aggarwal reappointment):

  • Total votes: 59,303,945 (78.8203%)
  • In favor: 59,303,531 (99.9993%)
  • Against: 414 (0.0007%)
  • Result: PASSED

Resolution 4 (Ordinary - Final Dividend ₹1 per share):

  • Total votes: 59,303,945 (78.8203%)
  • In favor: 59,303,631 (99.9995%)
  • Against: 314 (0.0005%)
  • Result: PASSED

Resolution 5 (Ordinary - Cost Auditors remuneration):

  • Total votes: 59,303,945 (78.8203%)
  • In favor: 59,303,631 (99.9995%)
  • Against: 314 (0.0005%)
  • Result: PASSED

Resolution 6 (Ordinary - Share capital increase):

  • Total votes: 59,303,945 (78.8203%)
  • In favor: 59,303,631 (99.9995%)
  • Against: 314 (0.0005%)
  • Result: PASSED

Resolution 7 (Special - Ms. Shikha Bansal remuneration revision):

  • Total votes: 17,975,164 (23.8906%)
  • In favor: 12,777,339 (71.0833%)
  • Against: 5,197,825 (28.9167%)
  • Result: NOT PASSED (Failed to meet requirement of votes in favor being至少 three times votes against)

Resolution 8 (Special - Loan conversion to equity):

  • Total votes: 59,303,945 (78.8203%)
  • In favor: 59,303,428 (99.9991%)
  • Against: 517 (0.0009%)
  • Result: PASSED

Resolution 9 (Special - Mr. Bhisham Kumar Gupta directorship continuation):

  • Total votes: 59,303,945 (78.8203%)
  • In favor: 58,983,666 (99.4599%)
  • Against: 320,279 (0.5401%)
  • Result: PASSED

Participation Breakdown by Shareholder Category

Promoter and Promoter Group:

  • Shares held: 49,004,787
  • Votes polled: 48,861,056 (99.7067% participation)
  • Consistently voted 100% in favor on all resolutions except Resolution 7 where they voted 7,532,275 shares (15.3705% participation) with 100% in favor

Public Institutions:

  • Shares held: 13,927,686
  • Votes polled: 10,333,947 (74.1972% participation)
  • Voting pattern varied by resolution, with significant against votes on Resolutions 2 (4.8191% against) and 7 (50.2887% against)

Public Non-Institutions:

  • Shares held: 12,306,965
  • Votes polled: 108,942 (0.8852% participation)
  • Generally voted in favor with minor against votes across resolutions

Scrutinizer's Role and Findings

Kapil Kumar of Kapil Kumar & Co. was appointed as Scrutinizer to scrutinize the remote e-voting and e-voting at AGM processes. Key findings:

  • The e-voting system was locked by NSDL under the Scrutinizer's instructions after closure of voting
  • Votes were unblocked on 23rd September 2026 after meeting conclusion, witnessed by two independent witnesses
  • No invalid votes were recorded due to lack of proper authorization across all resolutions
  • The Scrutinizer verified that all votes cast by Promoter and Promoter Group on Resolution 7 were valid despite their interest, as restrictions under Section 188 of Companies Act don't apply to remuneration resolutions
  • Electronic data and records were handed over to the Company Secretary for safe keeping

Compliance Confirmation

The disclosure confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations 30 and 44)
  • Companies Act, 2013 and Companies (Management and Administration) Rules, 2014
  • MCA General Circular No. 03/2025 dated 22nd September 2025
  • Secretarial Standard on General Meetings (SS-2) issued by ICSI