Meeting Details

  • Type of Meeting: 18th Annual General Meeting (AGM)
  • Date of Meeting: 29th September, 2026
  • Start Time: 11:30 AM
  • End Time: 12:56 PM
  • Location: Held through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Record Date: 22nd September, 2026

Proposed Resolutions and Implications

All nine resolutions from Item No. 1 to 9 of the Notice dated 13th August, 2026 were passed. The resolutions included:

1. Ordinary Resolution: To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2026 with Reports of Board of Directors and Auditors.

2. Ordinary Resolution: To appoint a director in place of Mr. Rajesh Bansal (DIN: 00645035), who retires by rotation and offers himself for re-appointment.

3. Special Resolution: To approve appointment of Mr. Ram Krishna Agarwal (DIN: 00416964) as Non-Executive Non-Independent Director and continuation of his office upon attaining the age of 75 years.

4. Special Resolution: To approve revision in remuneration of Dr. Nitesh Kumar Gupta (DIN: 08756907), Managing Director & CEO, with effect from 1st April, 2026.

5. Special Resolution: To approve creation of mortgages/charges by Board u/s 180(1)(a) of the Companies Act, with total indebtedness secured not exceeding ₹5000 Crores.

6. Ordinary Resolution: To approve remuneration payable to M/s. V. K. Jain & Co., Cost Accountants (Firm Registration No 00049) for FY 2026-27.

7. Special Resolution: To approve revision in remuneration of Dr. Nitesh Kumar Gupta (repeated detail from resolution 4).

8. Ordinary Resolution: To ratify and approve Related Party Transaction with Orbit Projects Private Limited during FY 2025-26 (aggregate value ₹28.50 Crores).

9. Ordinary Resolution: To ratify and approve Related Party Transaction with Vijaybhan Investments and Consultancy Private Limited.

Voting Process and Methods

  • The meeting was held through Video Conferencing/Other Audio Visual Means as per MCA circulars.
  • Physical attendance and appointment of proxies were dispensed with.
  • Remote e-voting facility was provided by Central Depository Services (India) Limited (CDSL). The voting period commenced on Thursday, 24th September, 2026 at 10:00 AM and ended on Monday, 28th September, 2026 at 5:00 PM.
  • Electronic voting during the meeting was also provided by CDSL for shareholders who did not vote remotely.
  • Members holding shares as on the cut-off date (22nd September, 2026) were entitled to vote.
  • After the meeting, votes cast electronically were counted first, followed by unblocking of remote e-votes in the presence of witnesses (Ms. Khushi Nangalia and Ms. Shreya Raj).

Key Voting Outcomes

Overall Participation

  • Total Shareholders on Record Date: 26,072
  • Shareholders Present via Video Conferencing:
  • Promoters and Promoter Group: 41
  • Public: 43
  • Total Votes Cast (Shares): 38,671,263
  • Percentage of Votes Polled on Outstanding Shares: 74.3194%

Resolution-Wise Results

Resolution 1 (Ordinary - Adoption of Financial Statements)

  • Votes in Favour: 38,670,831 (99.9989% of votes polled)
  • Votes Against: 432 (0.0011% of votes polled)
  • Result: Passed

Resolution 2 (Ordinary - Re-appointment of Mr. Rajesh Bansal)

  • Votes in Favour: 38,670,831 (99.9989% of votes polled)
  • Votes Against: 432 (0.0011% of votes polled)
  • Result: Passed

Resolution 3 (Special - Appointment of Mr. Ram Krishna Agarwal)

  • Votes in Favour: 38,670,831 (99.9989% of votes polled)
  • Votes Against: 432 (0.0011% of votes polled)
  • Result: Passed

Resolution 4 (Special - Remuneration of Dr. Nitesh Kumar Gupta)

  • Votes in Favour: 38,670,829 (99.9989% of votes polled)
  • Votes Against: 434 (0.0011% of votes polled)
  • Result: Passed

Resolution 5 (Special - Creation of Mortgages/Charges)

  • Votes in Favour: 38,670,745 (99.9987% of votes polled)
  • Votes Against: 518 (0.0013% of votes polled)
  • Result: Passed

Resolution 6 (Ordinary - Remuneration of V.K. Jain & Co.)

  • Votes in Favour: 38,670,831 (99.9989% of votes polled)
  • Votes Against: 432 (0.0011% of votes polled)
  • Result: Passed

Resolution 7 (Special - Remuneration of Dr. Nitesh Kumar Gupta)

  • Votes in Favour: 38,670,829 (99.9989% of votes polled)
  • Votes Against: 434 (0.0011% of votes polled)
  • Result: Passed

Resolution 8 (Ordinary - RPT with Orbit Projects)

  • Promoter/Promoter Group were interested in this resolution: Yes
  • Votes in Favour: 568,085 (99.7510% of valid votes polled)
  • Votes Against: 1,418 (0.2490% of valid votes polled)
  • Invalid Votes: 38,100,594 (votes cast by related parties)
  • Result: Passed

Resolution 9 (Ordinary - RPT with Vijaybhan Investments)

  • Promoter/Promoter Group were interested in this resolution: Yes
  • Votes in Favour: 568,085 (99.7510% of valid votes polled)
  • Votes Against: 1,418 (0.2490% of valid votes polled)
  • Invalid Votes: 38,100,594 (votes cast by related parties)
  • Result: Passed

Category-Wise Voting Breakdown

Promoter and Promoter Group

  • Shares Held: 38,204,150
  • Votes Polled: 38,101,760 (99.7320% of shares held)
  • Voting Method: Entirely through e-voting (no poll votes)
  • Consistently voted 100% in favor on all resolutions where they were permitted to vote

Public Institutions

  • Shares Held: 6,271
  • Votes Polled: 0 (0.0000% of shares held)

Public Non-Institutions

  • Shares Held: 13,823,468
  • Votes Polled: 569,503 (4.1198% of shares held)
  • Voting Method: Entirely through e-voting (no poll votes)
  • Generally supported resolutions with ~99.92% in favor, except for related party transactions which had ~99.75% in favor

Scrutinizer's Role and Findings

  • Name of Scrutinizer: Raj Kumar Banthia
  • Firm Name: MKB & Associates
  • Qualification: CS
  • Membership Number: 17190
  • Date of Appointment: 13th August, 2026 (Board Meeting)
  • Date of Report Issuance: 30th September, 2026

The scrutinizer confirmed:

  • The notice dated 13th August, 2026 was sent electronically to members on 7th September, 2026
  • A total of 180 members cast their votes (158 through remote e-voting, 1 during the AGM)
  • All votes were valid except for 40 members (related parties) whose votes on resolutions 8 and 9 were invalid
  • The voting process complied with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014
  • All resolutions were passed with requisite majority

Compliance Confirmation

The disclosure confirms compliance with:

  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • Applicable MCA and SEBI circulars
  • Secretarial Standards on General Meetings

Additional Information

  • Company CIN: L45400B2008PLC121426
  • Total Outstanding Shares: 52,033,889
  • The remote e-voting register and related records are in the scrutinizer's custody and will be handed over to the Chairman or Company Secretary after minutes are signed