Meeting Details

The 45th Annual General Meeting was held on Monday, September 21, 2026, at 11:00 a.m. (IST) through Video Conference (VC)/Other Audio Visual Means (OAVM). The record date for determining shareholders entitled to vote was September 14, 2026, with 129,686 shareholders on record.

Proposed Resolutions and Implications

The AGM considered eight resolutions:

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

2. Ordinary Resolution: To declare Final Dividend of ₹3.60 per Equity Share of Face Value of ₹10 each for FY 2025-26

3. Ordinary Resolution: To appoint Mrs. Namita Thapar (DIN: 05318899) as Director who retires by rotation

4. Ordinary Resolution: To ratify remuneration payable to the Cost Auditor for FY 2026-27

5. Special Resolution: To re-appoint Dr. Mukund Gurjar (DIN: 00026843) as Whole-time Director

6. Special Resolution: To re-appoint Mr. Satish Mehta (DIN: 00118691) as Managing Director & CEO

7. Special Resolution: To appoint Mr. Raghu Kumar (DIN: 01983106) as Independent Director

Voting Process and Methods

Voting was conducted through two methods:

  • Remote e-voting: Available from September 18, 2026 (9:00 a.m.) to September 20, 2026 (5:00 p.m.) through MUFG Intime India Private Limited
  • E-voting during AGM: Available for members attending through VC/OAVM who did not vote remotely

The scrutinizer was Ashwini Inamdar of M/S. Mehta and Mehta (Membership Number: 11226), appointed by the Board on May 5, 2026.

Key Voting Outcomes

Overall Participation

  • Total shareholders on record date: 129,686
  • Promoters attending meeting: 5 through video conferencing
  • Public shareholders attending: 41 through video conferencing

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements Adoption)

  • Total votes cast: 168,692,820 (88.9861% of outstanding shares)
  • Votes in favor: 168,692,804 (99.9330%)
  • Votes against: 113,121 (0.0670%)
  • Result: PASSED

Resolution 2 (Ordinary - Final Dividend ₹3.60)

  • Total votes cast: 168,825,564 (88.9964% of outstanding shares)
  • Votes in favor: 168,825,564 (100.0000%)
  • Votes against: 0 (0.0000%)
  • Result: PASSED

Resolution 3 (Ordinary - Re-appointment of Mrs. Namita Thapar)

  • Total votes cast: 168,824,490 (88.9959% of outstanding shares)
  • Votes in favor: 168,597,735 (99.8657%)
  • Votes against: 226,755 (0.1343%)
  • Result: PASSED

Resolution 4 (Ordinary - Cost Auditor Remuneration)

  • Total votes cast: 168,824,420 (88.9959% of outstanding shares)
  • Votes in favor: 168,824,420 (100.0000%)
  • Votes against: 0 (0.0000%)
  • Result: PASSED

Resolution 5 (Special - Re-appointment of Dr. Mukund Gurjar)

  • Total votes cast: 168,823,088 (88.9951% of outstanding shares)
  • Votes in favor: 166,287,122 (98.4979%)
  • Votes against: 2,535,966 (1.5021%)
  • Result: PASSED (met 3x majority requirement)

Resolution 6 (Special - Re-appointment of Mr. Satish Mehta)

  • Total votes cast: 168,402,735 (88.7735% of outstanding shares)
  • Votes in favor: 158,398,409 (94.0593%)
  • Votes against: 10,004,326 (5.9407%)
  • Result: PASSED (met 3x majority requirement)

Resolution 7 (Special - Appointment of Mr. Raghu Kumar)

  • Total votes cast: 168,824,490 (88.9959% of outstanding shares)
  • Votes in favor: 168,769,065 (99.9672%)
  • Votes against: 55,425 (0.0328%)
  • Result: PASSED (met 3x majority requirement)

Category-wise Voting Breakdown:

Promoter & Promoter Group participation was nearly 100% across all resolutions, consistently voting in favor. Public institutions showed varied participation (78.71%-78.79% across resolutions) with some opposition noted particularly for director appointments. Public non-institutions had lower participation (10.29%-10.30% across resolutions).

Scrutinizer's Role and Findings

Ashwini Inamdar submitted the Consolidated Scrutinizer's Report dated September 23, 2026. The scrutinizer confirmed that:

  • The e-voting process (remote and during AGM) was conducted in a fair and transparent manner
  • Votes were unblocked from MUFG e-voting website in the presence of two independent witnesses (Mr. Nikhil Surdi and Mr. Krishna Rathi)
  • All resolutions were duly approved by members with requisite majority

Compliance Confirmation

The document confirms compliance with:

  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Section 108 of Companies Act, 2013
  • Rule 20 of Companies (Management and Administration) Rules, 2014
  • Secretarial Standards on General Meetings (SS-2)
  • Relevant MCA Circulars