Meeting Details

The 18th Annual General Meeting of HMA Agro Industries Limited will be held on Friday, September 18, 2026 at 03:30 P.M (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The deemed venue for the meeting is the Registered Office of the Company situated at 18A/5/3, Tajview Crossing, Fatehabad Road, Agra, Uttar Pradesh-282001.

Proposed Resolutions and Implications

Ordinary Business:

Item No. 1: Adoption of Annual Audited Financial Statements and Reports for FY ended March 31, 2026 (Ordinary Resolution)

  • Adoption of Audited Standalone Financial Statements with Report of Board of Directors and Auditors
  • Adoption of Audited Consolidated Financial Statements with Report of Auditors

Item No. 2: Re-appointment of Mr. Viswambharan Parameswaran (DIN: 09822921) as Director retiring by rotation (Ordinary Resolution)

Item No. 3: Appointment of M/s VAA & Associates, Chartered Accountants (Firm Registration No. 016079C) as Statutory Auditors for five years (Ordinary Resolution)

  • Term: From conclusion of 18th AGM until conclusion of 23rd AGM
  • Financial years covered: 2026-27 to 2030-31
  • Annual audit fee: ₹27,50,000 plus applicable taxes for FY 2026-27

Special Business:

Item No. 4: Increase in remuneration of Mr. Gulzar Ahmad (DIN: 01312305), Chairperson and Managing Director (Ordinary Resolution)

  • Basic salary increase from ₹10,00,000 to ₹15,00,000 per month (50% increase)
  • Effective from October 1, 2026
  • Additional perquisites, allowances, benefits as determined by Board

Item No. 5: Approval for fixation of borrowing power of Board u/s 180(1)(c) of Companies Act, 2013 (Special Resolution)

  • Authorization to borrow up to ₹2,000 Crores (Rupees Two Thousand Crores)
  • Includes non-fund based facilities and borrowing through debt securities
  • In supersession of previous resolutions

Item No. 6: Authorization to Board u/s 180(1)(a) to create charges on movable and immovable properties (Special Resolution)

  • Security for loans/debt securities up to ₹2,000 Crores
  • Includes mortgages, charges, hypothecations and floating charges

Item No. 7: Increase in threshold of loans/guarantees/investments u/s 186 of Companies Act, 2013 (Special Resolution)

  • Authorization for aggregate limit of ₹2,000 Crores
  • Beyond the normal limits of 60% of paid-up capital + free reserves + securities premium or 100% of free reserves + securities premium

Voting Process and Methods

The Company is providing facility for remote e-Voting through NSDL. The voting process includes:

  • Remote e-Voting period: Tuesday, September 15, 2026 (9:00 AM) to Thursday, September 17, 2026 (5:00 PM)
  • Cut-off date for voting rights: Friday, September 11, 2026
  • Members can vote either during remote e-Voting period or during the AGM, but not both
  • Physical proxy voting is not available due to virtual meeting
  • Institutional members must submit board resolutions/authorization letters to scrutinizer

Key Voting Outcomes and Participation

Total votes cast and percentage outcomes will be determined after the meeting. The scrutinizer will provide a consolidated report within 48 hours of conclusion of AGM.

Scrutinizer's Role and Findings

Mr. R.C. Sharma, Proprietor of R.C. Sharma & Associates, Company Secretaries (Membership No. 5524) has been appointed as Scrutinizer to scrutinize the voting process in a fair and transparent manner. The scrutinizer will:

  • Count votes cast during AGM first
  • Unblock remote e-Voting votes in presence of two witnesses
  • Provide consolidated scrutinizer's report within 48 hours of AGM conclusion
  • Results will be placed on company website (www.hmagroup.co) and NSDL website (www.evoting.nsdl.com)

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • Secretarial Standard-2 on General Meetings issued by ICSI
  • Various MCA and SEBI circulars regarding virtual meetings
  • Regulation 44 of SEBI LODR Regulations for e-voting

Signatories and Roles

  • Nikhil Sundrani: Company Secretary and Compliance Officer (FCS No:13843)
  • Mr. R.C. Sharma: Scrutinizer appointed for voting process

Additional Financial Information

The document discloses financial performance for FY 2025-26:

  • Standalone Profit After Tax: ₹1,271.07 million
  • Consolidated Profit After Tax: ₹1,651.86 million
  • Standalone Total Revenue: ₹68,923.98 million
  • Consolidated Total Revenue: ₹70,414.19 million

Unclaimed Dividend Information

  • FY 2022-2023: Unclaimed dividend of ₹197,019.00 (₹3.00 per share)
  • FY 2023-2024: Unclaimed dividend of ₹194,669.92 (₹0.30 per share)
  • FY 2024-2025: Unclaimed dividend of ₹83,549.10 (₹0.30 per share)
  • No amounts were due for transfer to IEPF during FY 2025-26 as 7-year period hasn't lapsed

Other Relevant Information

  • Current auditor M/s MAPSS & Company completing their term at conclusion of 18th AGM
  • Members can inspect documents referred to in notice from date of circulation until AGM date
  • Transcript of AGM proceedings will be made available on company website
  • Green initiative encouraged for electronic communication
  • Shares can only be transferred in dematerialized form as per SEBI regulations