ICICI Prudential AMC 33rd AGM Approves ₹12.40 Dividend

Meeting Details

Meeting Type: Annual General Meeting (AGM)
Date: Wednesday, June 24, 2026
Time: 2:30 p.m. IST to 4:10 p.m. IST
Location: Held through Video Conferencing/Other Audio Visual Means (VC/OAVM)
Chairman: Mr. Sandeep Batra, Chairman and Non-Executive Director

Summary of Proposed Resolutions and Implications

The AGM transacted eight resolutions, comprising both Ordinary and Special Business:

Ordinary Business:

1. Resolution 1: Adoption of the financial statements for the year ended March 31, 2026 together with the Reports of the Directors and the Auditors thereon. (Ordinary Resolution)

2. Resolution 2: Declaration of final dividend of ₹12.40 per equity share of ₹1 each for the financial year ended March 31, 2026. (Ordinary Resolution)

3. Resolution 3: Appointment of a Director in place of Mr. Nimesh Shah (DIN: 01709631), who retires by rotation and offers himself for re-appointment. (Ordinary Resolution)

Special Business:

4. Resolution 4: Appointment of Mr. Prashant Kumar (DIN: 07562475) as an Independent Director of the Company. (Special Resolution)

5. Resolution 5: Appointment of Mr. Rajeev Mittal (DIN: 03469388) as Non-Executive Director of the Company. (Ordinary Resolution)

6. Resolution 6: Appointment of M/s. Parikh & Associates, practicing company secretaries (Firm Unique Code: P1988MH009800) as Secretarial Auditors for a term of five consecutive years. (Ordinary Resolution)

7. Resolution 7: Revision in remuneration of Mr. Nimesh Shah, Managing Director (DIN: 01709631). (Ordinary Resolution)

8. Resolution 8: Revision in remuneration of Mr. Sankaran Naren, Executive Director (DIN: 07498176). (Ordinary Resolution)

Voting Process and Methods

The voting process was conducted in compliance with the Companies Act, 2013 and SEBI LODR Regulations:

Remote e-voting: Available from Saturday, June 20, 2026 at 9:00 a.m. IST to Tuesday, June 23, 2026 at 5:00 p.m. IST through the NSDL platform.
Electronic voting during AGM: Facility was provided for 15 minutes after the conclusion of the meeting for members who had not voted remotely.
Scrutinizer: M/s. Alwyn D'souza & Co., Practicing Company Secretaries (Firm Registration No: S2003MH061200) was appointed to scrutinize the voting process.
Voting System: National Securities Depository Limited (NSDL) provided the e-voting facility.

Key Voting Outcomes

Based on the consolidated Scrutinizer's report dated June 24, 2026, all eight resolutions were passed with the requisite majority. The detailed voting results are as follows:

Resolution 1: Adoption of Financial Statements

Total Votes Cast: 471,486,185 (95.3927% of outstanding shares)
In Favor: 471,486,025 (100.0000% of votes cast)
Against: 160 (0.0000% of votes cast)
Promoter Voting: 432,923,909 votes (99.9986% of promoter shares) all in favor
Public Institution Voting: 37,210,477 votes (78.1080% of institution shares) all in favor
Public Non-Institution Voting: 1,351,959 votes (9.8765% of non-institution shares); 1,351,799 in favor (99.9882%), 160 against (0.0118%)

Resolution 2: Final Dividend Declaration (₹12.40 per share)

Total Votes Cast: 471,486,183 (95.3927% of outstanding shares)
In Favor: 471,486,018 (100.0000% of votes cast)
Against: 165 (0.0000% of votes cast)
Promoter Voting: 432,923,909 votes (99.9986% of promoter shares) all in favor
Public Institution Voting: 37,210,477 votes (78.1080% of institution shares) all in favor
Public Non-Institution Voting: 1,351,962 votes (9.8765% of non-institution shares); 1,351,797 in favor (99.9878%), 165 against (0.0122%)

Resolution 3: Re-appointment of Mr. Nimesh Shah

Total Votes Cast: 471,486,306 (95.3927% of outstanding shares)
In Favor: 470,546,699 (99.8007% of votes cast)
Against: 939,607 (0.1993% of votes cast)
Promoter Voting: 432,923,909 votes (99.9986% of promoter shares) all in favor
Public Institution Voting: 37,210,477 votes (78.1080% of institution shares); 36,271,303 in favor (97.4760%), 939,174 against (2.5240%)
Public Non-Institution Voting: 1,351,920 votes (9.8762% of non-institution shares); 1,351,487 in favor (99.9680%), 433 against (0.0320%)

Resolution 4: Appointment of Mr. Prashant Kumar as Independent Director (Special Resolution)

Total Votes Cast: 471,486,286 (95.3926% of outstanding shares)
In Favor: 471,146,361 (99.9279% of votes cast)
Against: 339,925 (0.0721% of votes cast)
Promoter Voting: 432,923,909 votes (99.9986% of promoter shares) all in favor
Public Institution Voting: 37,210,477 votes (78.1080% of institution shares); 36,870,973 in favor (99.0876%), 339,504 against (0.9124%)
Public Non-Institution Voting: 1,351,900 votes (9.8761% of non-institution shares); 1,351,479 in favor (99.9689%), 421 against (0.0311%)

Resolution 5: Appointment of Mr. Rajeev Mittal as Non-Executive Director

Total Votes Cast: 471,486,290 (95.3926% of outstanding shares)
In Favor: 470,885,657 (99.8726% of votes cast)
Against: 600,633 (0.1274% of votes cast)
Promoter Voting: 432,923,909 votes (99.9986% of promoter shares) all in favor
Public Institution Voting: 37,210,477 votes (78.1080% of institution shares); 36,610,185 in favor (98.3868%), 600,292 against (1.6132%)
Public Non-Institution Voting: 1,351,904 votes (9.8761% of non-institution shares); 1,351,563 in favor (99.9748%), 341 against (0.0252%)

Resolution 6: Appointment of Secretarial Auditors

Total Votes Cast: 471,486,300 (95.3926% of outstanding shares)
In Favor: 471,486,070 (100.0000% of votes cast)
Against: 230 (0.0000% of votes cast)
Promoter Voting: 432,923,909 votes (99.9986% of promoter shares) all in favor
Public Institution Voting: 37,210,477 votes (78.1080% of institution shares) all in favor
Public Non-Institution Voting: 1,351,914 votes (9.8762% of non-institution shares); 1,351,684 in favor (99.9830%), 230 against (0.0170%)

Resolution 7: Revision in Remuneration of Mr. Nimesh Shah

Total Votes Cast: 471,486,300 (95.3926% of outstanding shares)
In Favor: 471,451,744 (99.9927% of votes cast)
Against: 34,556 (0.0073% of votes cast)
Promoter Voting: 432,923,909 votes (99.9986% of promoter shares) all in favor
Public Institution Voting: 37,210,477 votes (78.1080% of institution shares); 37,176,673 in favor (99.9092%), 33,804 against (0.0908%)
Public Non-Institution Voting: 1,351,914 votes (9.8762% of non-institution shares); 1,351,162 in favor (99.9444%), 752 against (0.0556%)

Resolution 8: Revision in Remuneration of Mr. Sankaran Naren

Total Votes Cast: 471,486,298 (95.3926% of outstanding shares)
In Favor: 471,451,798 (99.9927% of votes cast)
Against: 34,500 (0.0073% of votes cast)
Promoter Voting: 432,923,909 votes (99.9986% of promoter shares) all in favor
Public Institution Voting: 37,210,477 votes (78.1080% of institution shares); 37,176,673 in favor (99.9092%), 33,804 against (0.0908%)
Public Non-Institution Voting: 1,351,912 votes (9.8761% of non-institution shares); 1,351,216 in favor (99.9485%), 696 against (0.0515%)

Scrutinizer's Role and Findings

M/s. Alwyn D'souza & Co. was appointed as Scrutinizer for the e-voting process. Key details:

Scrutinizer Name: Alwyn D'souza
Firm Name: Alwyn D'Souza & Co.
Qualification: Company Secretary (CS)
Membership Number: FCS5559
Date of Appointment: May 21, 2026 (Board Meeting date)
Report Issuance Date: June 24, 2026

The scrutinizer confirmed that the voting process was conducted in a fair and transparent manner. Votes were unblocked from the NSDL e-voting website on June 24, 2026 at 4:12 p.m. IST in the presence of two independent witnesses: Mr. Edlon Dsouza and Mr. Krishnakant Adagale.

Compliance with Laws and Regulations

The meeting was conducted in compliance with:

Companies Act, 2013 and rules framed thereunder
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
MCA General Circulars regarding virtual meetings
Secretarial Standard - 2 on General Meetings
All statutory registers and documents were made available electronically for inspection
The Statutory Audit Report and Secretarial Audit Report for FY2026 contained no qualifications, reservations, adverse remarks or disclaimers

Attendance and Participation

Board Members Present: All directors attended and introduced themselves
Management Participants: Mr. Naveen Agarwal (CFO) and Mr. Rakesh Shetty (CCO & Company Secretary)
External Attendees: Representatives from Walker Chandiok & Co. LLP (Statutory Auditors), Parikh and Associates (Secretarial Auditors), and M/s. Alwyn D'souza & Co. (Scrutinizer)
Shareholder Participation: 107 shareholders attended the meeting (2 Promoter/Promoter Group, 105 Public)
Voter Participation: 95.39% of outstanding shares voted across all resolutions