Meeting Details

The 125th Annual General Meeting was held on Tuesday, June 30, 2026, from 10:30 a.m. to 12:38 p.m. IST via Video Conferencing/Other Audio-Visual Means in compliance with MCA and SEBI circulars. The meeting was convened by Notice dated May 11, 2026. Physical attendance was dispensed with, and the proceedings were livestreamed via NSDL's website and the company's website at https://ir.ihcltata.com/shareholder-information/annual-general-meetings/year-25-26.

Proposed Resolutions and Implications

Six resolutions were presented for shareholder approval:

1. Ordinary Resolution: Adoption of Audited Standalone Financial Statements for FY 2025-26 with Board and Auditor reports

2. Ordinary Resolution: Adoption of Audited Consolidated Financial Statements for FY 2025-26 with Auditor report

3. Ordinary Resolution: Declaration of dividend of ₹3.25 per equity share (face value ₹1) for FY 2025-26

4. Ordinary Resolution: Re-appointment of Mr. Puneet Chhatwal (DIN: 07624616) who retires by rotation

5. Special Resolution: Re-appointment of Mr. Anupam Narayan (DIN: 05224075) as Independent Director

6. Ordinary Resolution: Revision in terms of remuneration of Mr. Puneet Chhatwal as Managing Director & CEO

Voting Process and Methods

Remote e-voting was conducted through NSDL's platform from June 26, 2026 (9:00 a.m.) to June 29, 2026 (5:00 p.m.). Members attending via VC/OAVM could also vote during the meeting for 15 minutes after conclusion. Physical polling and postal ballot were not conducted as the meeting was entirely virtual. Mr. Khushroo K. Driver, Advocate (Reg. No. OS-811), was appointed as scrutinizer to oversee the voting process.

Key Voting Outcomes

Overall Participation:

  • Total shares outstanding: 142,343,222
  • Total votes cast: 116,678,313 (81.98% of total shares)

Resolution-wise Results:

Resolution 1 (Standalone Financial Statements):

  • Total votes: 116,678,313
  • In favor: 116,678,092 (99.9998%)
  • Against: 220 (0.0002%)
  • Promoter voting: 100% participation, 100% in favor
  • Public institutions: 90.2197% participation, 100% in favor
  • Public non-institutions: 13.5849% participation, 99.9927% in favor

Resolution 2 (Consolidated Financial Statements):

  • Total votes: 116,677,853
  • In favor: 116,677,619 (99.9998%)
  • Against: 233 (0.0002%)
  • Promoter voting: 100% participation, 100% in favor
  • Public institutions: 90.2197% participation, 100% in favor
  • Public non-institutions: 13.5828% participation, 99.9923% in favor

Resolution 3 (Dividend Declaration):

  • Total votes: 116,699,084
  • In favor: 116,698,927 (99.9999%)
  • Against: 156 (0.0001%)
  • Promoter voting: 100% participation, 100% in favor
  • Public institutions: 90.2520% participation, 100% in favor
  • Public non-institutions: 13.5828% participation, 99.9948% in favor

Resolution 4 (Re-appointment of Puneet Chhatwal):

  • Total votes: 116,677,949
  • In favor: 113,665,794 (97.40%)
  • Against: 3,024,595 (2.60%)
  • Promoter voting: 100% participation, 100% in favor
  • Public institutions: 90.2520% participation, 94.9025% in favor
  • Public non-institutions: 13.5791% participation, 99.8851% in favor

Resolution 5 (Re-appointment of Anupam Narayan):

  • Total votes: 116,598,101
  • In favor: 105,274,281 (90.21%)
  • Against: 11,423,129 (9.79%)
  • Promoter voting: 100% participation, 100% in favor
  • Public institutions: 90.2505% participation, 80.7780% in favor
  • Public non-institutions: 13.5828% participation, 99.9324% in favor

Resolution 6 (Remuneration Revision for Puneet Chhatwal):

  • Total votes: 116,588,291
  • In favor: 115,994,670 (99.41%)
  • Against: 693,621 (0.59%)
  • Promoter voting: 100% participation, 100% in favor
  • Public institutions: 90.2370% participation, 98.8411% in favor
  • Public non-institutions: 13.5788% participation, 99.8315% in favor

Shareholder Category Participation:

  • Promoter & Promoter Group: 542,557,742 shares (100% voted)
  • Public Institutions: 658,394,399 shares (90.21-90.25% voted)
  • Public Non-Institutions: 222,480,086 shares (13.57-13.58% voted)

Scrutinizer's Role and Findings

Mr. Khushroo K. Driver was appointed scrutinizer to conduct the remote e-voting process fairly and transparently. He verified that:

  • The remote e-voting period ran from June 26 to June 29, 2026
  • Members could vote during the AGM if they hadn't voted remotely
  • All votes were properly counted and validated
  • All resolutions passed with requisite majority
  • No invalid votes were cast in any resolution

The scrutinizer's report confirmed the voting results and compliance with legal requirements.

Compliance with Laws and Regulations

The AGM was conducted in compliance with:

  • Companies Act, 2013 and Rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circulars dated April 8, 2020, April 13, 2020, May 5, 2020, and September 22, 2025
  • SEBI Circulars dated May 12, 2020 and October 3, 2024
  • Articles of Association of the Company

Additional Information

The meeting was chaired by Mr. Natarajan Chandrasekaran, Chairman of the Board. The audited financial statements had no qualifications or adverse remarks from the statutory auditors (BSR & Co. LLP). The company facilitated a live webcast of the AGM proceedings, available on the company's website.