Meeting Details

The 54th Annual General Meeting was held on Wednesday, 29th July, 2026, at 12:00 noon (IST) through video conferencing/other audio visual means without physical presence of members. The meeting concluded at 12:49 p.m. (IST). The deemed venue was the Registered Office of the Company at Mandideep (Near Bhopal), Distt. Raisen-462046, Madhya Pradesh.

Attendance

  • 107 Members were present through VC/OAVM, including 5 Members represented by authorized representatives
  • Directors, KMPs, Group CFO and Auditors present included: Shri Ravi Jhunjhunwala (Chairman, MD & CEO), Shri Riju Jhunjhunwala (Vice Chairman), Dr. Kamal Gupta, Shri Shekhar Agarwal, Shri Jayant Davar, Dr. Nand Gopal Khaitan, Shri Manish Gulati, Shri O.P. Ajmera (Group CFO), Shri Puneet Anand, Shri Ravi Kant Tripathi (CFO), Shri Vivek Chaudhary (Company Secretary)
  • Statutory Auditors (SCV & Co. LLP) and Secretarial Auditors (GSK & Associates) were also present
  • Three Independent Directors (Smt. Ramni Nirula, Shri Sandip Somany, Shri Priya Shankar Dasgupta) were absent due to prior engagements

Voting Process

The remote e-voting facility was provided to Members from 9:00 a.m. (IST) on Saturday, 25th July, 2026, to 5:00 p.m. (IST) on Tuesday, 28th July, 2026, in compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. E-voting facility was also provided during the AGM for Members who had not voted through remote e-voting.

Shri Saket Sharma, Practicing Company Secretary (FCS 4229, C.P. No. 2565), Partner of GSK & Associates, was appointed as the Scrutinizer to scrutinize the remote e-voting process and voting at the AGM.

Resolutions and Voting Outcomes

Resolution No. 1: Adoption of Financial Statements (Ordinary Resolution)

  • Total shares: 192,977,530
  • Votes polled: 137,588,345 (71.2976% of total shares)
  • Votes in favor: 137,587,286 (99.9992% of votes polled)
  • Votes against: 1,059 (0.0008% of votes polled)
  • Invalid votes: 0

Resolution No. 2: Declaration of Final Dividend (Ordinary Resolution)

  • Total shares: 192,977,530
  • Votes polled: 137,631,980 (71.3202% of total shares)
  • Votes in favor: 137,630,938 (99.9992% of votes polled)
  • Votes against: 1,042 (0.0008% of votes polled)
  • Invalid votes: 0
  • Dividend: ₹3.40 per equity share of face value ₹2 each (170%)
  • Record date: Close of business hours on 22nd July 2026

Resolution No. 3: Re-appointment of Shri Manish Gulati (Ordinary Resolution)

  • Total shares: 192,977,530
  • Votes polled: 137,631,768 (71.3201% of total shares)
  • Votes in favor: 137,429,506 (99.853% of votes polled)
  • Votes against: 202,262 (0.147% of votes polled)
  • Invalid votes: 0

Resolution No. 4: Continuation of Shri Shekhar Agarwal (Special Resolution)

  • Total shares: 192,977,530
  • Votes polled: 137,631,978 (71.3202% of total shares)
  • Votes in favor: 136,961,244 (99.5127% of votes polled)
  • Votes against: 670,734 (0.4873% of votes polled)
  • Invalid votes: 0
  • Reason: Shri Shekhar Agarwal will attain age 75 years on October 09, 2027 in FY 2027-28

Resolution No. 5: Ratification of Cost Auditor Remuneration (Ordinary Resolution)

  • Total shares: 192,977,530
  • Votes polled: 137,631,380 (71.3199% of total shares)
  • Votes in favor: 137,629,521 (99.9986% of votes polled)
  • Votes against: 1,859 (0.0014% of votes polled)
  • Invalid votes: 0
  • Cost Auditor: M/s. N.D. Birla & Co. (FRN: 000028)
  • Remuneration: ₹3,00,000 plus applicable taxes and out-of-pocket expenses

Scrutinizer's Report and Results Declaration

Shri Saket Sharma submitted his Scrutinizer's Report dated 30th July 2026 containing the combined results of remote e-voting and voting at the AGM. Shri Ravi Jhunjhunwala announced the results on 30th July 2026 through the company website, NSDL website, BSE Limited, and National Stock Exchange of India Limited.

All five resolutions were duly passed by requisite majority. The voting results were displayed on the notice board at the Registered Office and Corporate Office of the Company.

Compliance and Documentation

The Company confirmed compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard-2, and Regulation 44 of SEBI LODR Regulations. All documents referred to in the Notice were available for inspection on the company website until the AGM date. The Register of Directors and Key Managerial Personnel and their Shareholding (Section 170) and Register of Contracts (Section 189) were open for inspection during the meeting.