Meeting Details

The 66th Annual General Meeting was held on Thursday, 25th June, 2026, at 3:00 p.m. (IST). The meeting was conducted through Video Conferencing (VC)/Other Audio Visual Means (OVAM). The deemed venue was the Registered Office of the Company at Anand-Sojitra Road, Vallabh Vidyanagar – 388 120, Gujarat. The meeting was convened as per the Notice dated 15th April, 2026, and was held in compliance with circulars from the Ministry of Corporate Affairs (MCA) and SEBI, and the provisions of the Companies Act, 2013.

Attendees

Company Representatives: Mr. Prayasvin B. Patel (Chairman & Managing Director), Mrs. Bharti L. Isarani (Company Secretary), Mr. Ashutosh A. Pednekar, Mr. Nirmal P. Bhogilal, other Directors, Mr. Chintan J. Shah (CFO), Mr. Dipak S. Dalwadi (Business Head - Gear Division), and Mr. Kaushik M. Patel (Business Head - MHE Division).

Auditors: Mr. Himanshu Kishnadwala (Partner, CNK & Associates LLP - Statutory Auditors) and Mr. S. Samdani (Partner, Samdani Shah & Kabra - Secretarial Auditors).

Summary of Proposed Resolutions

The following business items were transacted as per the Notice of the AGM:

Ordinary Business

1. Adoption of Financial Statements: Adoption of the Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31st March, 2026, along with the Reports of the Auditors and the Board of Directors.

2. Declaration of Final Dividend: Declaration of a Final Dividend of ₹1.50 (i.e., 150%) per equity share for FY 2025-26.

3. Re-appointment of Director: Re-appointment of Mr. Pradip M. Patel (DIN: 00012138), who retired by rotation.

4. Re-appointment of Statutory Auditor: Re-appointment of M/s. CNK & Associates LLP as the Statutory Auditor and to fix their remuneration.

8. Ratification of Cost Auditor Remuneration: Ratification of the remuneration payable to the Cost Auditors, M/s. Ketki D. Visariya & Co., Cost & Management Accountants, for FY 2026-27.

Special Business

5. Re-appointment of Chairman & MD: Re-appointment of Mr. Prayasvin B. Patel (DIN: 00037394) as Chairman & Managing Director for three consecutive years effective 1st July, 2026, and payment of managerial remuneration.

6. Appointment of Executive Director: Appointment of Mr. Aayush A. Shah (DIN: 07140517) as an Executive Director for three consecutive years effective 1st October, 2026, and payment of managerial remuneration.

7. Appointment of Independent Director: Appointment of Dr. Savan R. Godiawala (DIN: 07874111) as a Non-Executive & Independent Director for five consecutive years effective 15th April, 2026.

Voting Process and Methods

The Company provided a remote e-voting facility through MUFG Intime India Private Limited (MUFG) in 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 remote e-voting window was open from Monday, 22nd June, 2026 (9:00 a.m.) to Wednesday, 24th June, 2026 (5:00 p.m.).
  • Shareholders who had not voted remotely could vote through the e-voting system during the AGM; this facility remained open for 15 minutes after the conclusion of the meeting.
  • Mr. S. Samdani (Membership No. FCS: 3677; CP No. 2863), Partner of M/s. Samdani Shah & Kabra, was appointed as the Scrutinizer to ensure the e-voting process was conducted in a fair and transparent manner.

Key Voting Outcomes and Scrutinizer's Role

The combined result of the remote e-voting and e-voting at the AGM was to be announced within statutory time limits and uploaded on the websites of the Company and MUFG, and submitted to the stock exchanges. The specific vote counts and percentages are not provided in this document.

The Scrutinizer's role was to oversee the entire voting process and ensure its integrity.

Compliance Confirmation

The meeting was confirmed to have been conducted in compliance with the applicable provisions of the Companies Act, 2013, its Rules, and relevant circulars issued by the MCA and SEBI.

Additional Information from Chairman's Speech

The enclosed Chairman's speech provided a business update:

  • Financial Performance (Consolidated FY 2025-26): Revenue grew 6.2% to ₹2,366 crores; EBITDA was ₹523 crores (22.1% margin); PAT was ₹341 crores (14.4% margin). Order intake grew 11.8% to ₹2,660 crores, and the closing order book stood at ₹1,292 crores (a 36% YoY increase).
  • Gear Division: Revenue was ₹1,699 crores; EBIT was ₹319 crores (18.8% margin); closing order book was ₹894 crores (up 53% YoY).
  • MHE Division: Revenue grew 43.6% to ₹667 crores; EBIT was ₹184 crores (27.6% margin); closing order book was ₹398 crores.
  • Dividend: A final dividend of ₹1.50 per share was recommended, making the total dividend for the year ₹2.00 per share, including an interim dividend of ₹0.50 already paid.
  • The speech also covered outlook, sustainability (55% renewable energy use), and acknowledgements.