Meeting Details

The 34th Annual General Meeting was held on September 9, 2026. The meeting was conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM) without the physical presence of members, in compliance with MCA Circulars and SEBI Circulars SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 and SEBI/HO/CFD/CFD-POD-2/P/CIR/2023/167.

Summary of Proposed Resolutions

Six resolutions were proposed for shareholder approval:

  • Resolution 1 (Ordinary): Adoption of Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, along with the Reports of the Board of Directors and Auditors.
  • Resolution 2 (Ordinary): Declaration of a final dividend of ₹5.00 per equity share and confirmation of an interim dividend of ₹5.40 per share already paid for FY26.
  • Resolution 3 (Ordinary): Re-appointment of Mr. Timothy John Smith (DIN: 08526373) as a Director.
  • Resolution 4 (Ordinary): Re-appointment of Mr. Soren Brandt (DIN: 00270435) as a Director.
  • Resolution 5 (Special): Payment of commission to Independent Directors, not exceeding 1% of net profit or ₹85,00,000 per annum, for FY2026-27 to FY2029-30.
  • Resolution 6 (Special): Appointment of Mrs. Harjeet Kaur Joshi (DIN: 07085755) as an Independent Director for a five-year term from July 1, 2026, to June 30, 2031.

Voting Process and Methods

The Company provided two methods for voting:

1. Remote e-voting: Available from 9:00 AM IST on September 5, 2026, to 5:00 PM IST on September 8, 2026, facilitated by KFin Technologies Limited.

2. E-voting at the AGM: Provided for shareholders who did not cast their votes via remote e-voting prior to the meeting.

In cases where a shareholder voted both remotely and at the AGM, the remote e-vote was considered valid. The scrutinizer was responsible for ensuring a fair and transparent process.

Key Voting Outcomes

Resolution 1

  • Total Votes Cast: 448 members, 36,46,03,922 votes
  • Invalid Votes: 12 members, 11,46,051 votes
  • Net Valid Voting: 436 members, 36,34,57,871 votes
  • Votes in Favor: 431 members, 36,34,57,694 votes (100%)
  • Votes Against: 5 members, 177 votes (0%)

Resolution 2

  • Total Votes Cast: 449 members, 36,84,09,055 votes
  • Invalid Votes: 12 members, 11,46,051 votes
  • Net Valid Voting: 437 members, 36,72,63,004 votes
  • Votes in Favor: 432 members, 36,72,62,716 votes (100%)
  • Votes Against: 6 members, 288 votes (0%)

Resolution 3

  • Total Votes Cast: 455 members, 36,84,09,055 votes
  • Invalid Votes: 12 members, 11,46,051 votes
  • Net Valid Voting: 443 members, 36,72,63,004 votes
  • Votes in Favor: 407 members, 36,06,55,941 votes (98.20%)
  • Votes Against: 36 members, 66,07,063 votes (1.80%)

Resolution 4

  • Total Votes Cast: 455 members, 36,84,09,055 votes
  • Invalid Votes: 12 members, 11,46,051 votes
  • Net Valid Voting: 443 members, 36,72,63,004 votes
  • Votes in Favor: 405 members, 36,06,55,908 votes (98.20%)
  • Votes Against: 38 members, 66,07,096 votes (1.80%)

Resolution 5

  • Total Votes Cast: 448 members, 36,84,08,338 votes
  • Invalid Votes: 12 members, 11,46,051 votes
  • Net Valid Voting: 436 members, 36,72,62,287 votes
  • Votes in Favor: 420 members, 36,72,60,966 votes (100%)
  • Votes Against: 16 members, 1,321 votes (0%)

Resolution 6

  • Total Votes Cast: 451 members, 36,84,09,055 votes
  • Invalid Votes: 12 members, 11,46,051 votes
  • Net Valid Voting: 439 members, 36,72,63,004 votes
  • Votes in Favor: 426 members, 36,67,03,287 votes (99.85%)
  • Votes Against: 13 members, 5,59,717 votes (0.15%)

All resolutions were passed by the required majority.

Scrutinizer's Role and Findings

The undersigned scrutinizer, Himanshu S. Kamdar (FCS 5171) of Rathi & Associates, was appointed by the Board of Directors on May 28, 2026. The role was to scrutinize the remote e-voting and e-voting process to ensure it was carried out fairly and transparently. The scrutinizer consolidated the results based on reports generated from the e-voting system provided by KFin Technologies Limited.

Compliance Confirmation

The voting process was conducted in compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (LODR) Regulations, 2015. The notice of the AGM was sent to members electronically as required under Section 101 of the Act.