Company and Document Details

AGM Details

The 38th Annual General Meeting is scheduled to be held on Friday, September 18, 2026 at 10:30 AM IST through Video Conferencing (VC) or Other Audio Video Means (OAVM).

The deemed venue for the AGM is the Registered Office of the Company in Pune. Physical attendance has been dispensed with in accordance with MCA General Circular No. 03/2025 dated September 22, 2025.

Business to be Transacted

Ordinary Business:

1. Adoption of Financial Statements: To consider and adopt:

  • Audited Standalone Financial Statements for FY 2025-26 with Reports of Board of Directors and Auditors
  • Audited Consolidated Financial Statements for FY 2025-26 with Report of Auditors

2. Re-appointment of Director: To re-appoint Mr. Sunil Vasant Rajyadhyaksha (DIN: 00011683) as Director who retires by rotation. He currently holds 588,720 equity shares in the company.

Special Business:

3. Re-appointment of Independent Director: To re-appoint Mr. Ajay Puri (DIN: 09231339) as Independent Director for his 2nd term of 5 consecutive years from September 22, 2026 to September 21, 2031. This requires a special resolution as he will attain age 75 during his tenure (on August 28, 2030).

4. Re-classification of Promoter Shareholding: To approve reclassification of the following promoter holdings to public category:

| Shareholder Name | Category | Shares Held | % Holding |

| Stern Capital Partners LLC | Promoter | 694,246 | 5.51% |

| Surinder Rametra | Promoter | 120,000 | 0.95% |

| Sun Investment Partners LLC | Promoter | 0 | 0% |

| Total | | 814,246 | 6.46% |

The resolution also seeks to remove Sun Investment Partners LLC from promoter category entirely as it holds no shares.

Regulatory Background for Reclassification

The reclassification request was made under Regulation 31A of SEBI LODR Regulations. The company received:

  • Request letters from promoters dated May 11, 2026
  • No-Objection Certificate from BSE and NSE on July 24, 2026
  • Board approval on May 30, 2026

The promoters have confirmed compliance with all conditions specified in Regulation 31A(3)(b)(i) to (vii) of SEBI LODR Regulations.

Voting Arrangements

  • Cut-off date: August 21, 2026
  • Remote e-voting period: September 14, 2026 (9:00 AM) to September 17, 2026 (5:00 PM)
  • E-voting service provider: KFin Technologies Limited
  • Scrutinizer: Mr. Prajot Tungare, Practicing Company Secretary (Membership No.: F5484)

Promoters seeking reclassification and their relatives shall not vote on the reclassification resolution.

Document Availability

The Notice and Annual Report 2025-26 are available on:

  • Company website: www.hgmlimited.com
  • BSE website: www.bseindia.com
  • NSE website: www.nseindia.com
  • KFin Technologies website: https://evoting.kfintech.com

Director Profiles

Mr. Ajay Puri (71 years): BE-Electrical Engineering with 49+ years experience in innovation, strategic marketing, and global business transformation. Currently Executive Director at Reliable Business Technologies Sdn. Bhd. in Malaysia. Holds no shares in HGM.

Mr. Sunil Vasant Rajyadhyaksha (73 years): MSEE from Illinois Institute of Technology, co-founder of Codec Pvt. Ltd. (HOV acquisition). Has 47+ years executive leadership experience. Holds 588,720 equity shares in HGM.

Both directors attended all 5 board meetings during the year.