Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

Date: Wednesday, September 23, 2026

Time: 10:30 AM to 10:57 AM (IST)

Location: Conducted through Video Conferencing (VC) / Other Audio-Visual Mode (OAVM)

Type: 34th Annual General Meeting

Record Date: September 15, 2026

Attendees

Directors and Key Managerial Personnel Present:

  • Mr. Ajay Kumar Dhagat - Chairman & Independent Director (Chairman of Audit Committee)
  • Mr. N. Visweswara Reddy - Non-Executive Non-Independent Director
  • Mr. M. Purushothaman - Chief Executive Officer & Whole-Time Director
  • Mr. Sharat Chandra Kolla - Non-Executive Non-Independent Director (Chairman of CSR)
  • Mr. Sudheer Vennam - Non-Executive Non-Independent Director (Chairman of Stakeholder Relationship Committee)
  • Ms. Leena M Sathyanarayanan - Independent Director (Chairman of Nomination and Remuneration Committee)
  • Mr. Saikrishnan C.P - Chief Financial Officer
  • Mr. R. Dayanand - Chief Operating Officer
  • Mr. Shiva Prasad Padhy - Company Secretary
  • Mr. Karthick D - Compliance Officer

Other Attendees:

  • Statutory Auditor: Mr. G N Ramaswami (ASA & Associates LLP)
  • Secretarial Auditor: Mr. Jayavant B Bhave (J B Bhave & Co)
  • Internal Auditor: Mr. B Rajagopalan (G Balu Associates LLP)
  • Scrutinizer: Mr. Kiran Varma M G (Company Secretary in Practice)
  • Members: 36 individual members + 1 corporate member represented by authorized representative

Business Transacted

Ordinary Business:

1. To receive, consider and adopt Audited Financial Statements for FY 2025-26 and Reports of Directors and Auditors

2. To declare Dividend on equity shares for FY 2025-26

3. To appoint director in place of Mr. Sharat Chandra Kolla (DIN: 08851423) who retires by rotation

Special Business:

4. Approval of Material Related Party Transaction

5. Ratification of Remuneration of Cost Auditor for FY 2026-27

6. Approval for borrowing limits of the Company

7. Approval for creation of mortgage/charge on properties/undertakings of the Company

8. To approve Indo-Tech Transformers Limited Employee Stock Option Plan 2026 ('ITTL ESOP 2026')

9. To approve ITTL ESOP 2026 for eligible employees of Holding Company and Subsidiary(ies)

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting period: September 20, 2026 (9:00 AM) to September 22, 2026 (5:00 PM)
  • E-voting facility during AGM for members who hadn't voted remotely
  • Service Provider: MUFG Intime India Private Limited
  • Scrutinizer: Mr. Kiran Varma M G, Practicing Company Secretary

Key Voting Outcomes

Total Shareholders on Record Date: 24,415

Total Votes Cast: 7,529,531 shares (70.8995% of outstanding shares)

Resolution-wise Results:

Resolution 1 (Adoption of Financial Statements):

  • Total Votes: 7,529,531 (70.8995% participation)
  • In Favour: 7,529,516 (99.9998%)
  • Against: 15 (0.0002%)

Resolution 2 (Dividend Declaration):

  • Total Votes: 7,529,531 (70.8995% participation)
  • In Favour: 7,529,516 (99.9998%)
  • Against: 15 (0.0002%)

Resolution 3 (Reappointment of Director):

  • Total Votes: 7,529,531 (70.8995% participation)
  • In Favour: 7,529,513 (99.9998%)
  • Against: 18 (0.0002%)

Resolution 4 (Related Party Transaction):

  • Total Votes: 64,521 (0.6075% participation - Promoters abstained)
  • In Favour: 51,240 (79.4160%)
  • Against: 13,281 (20.5840%)

Resolution 5 (Cost Auditor Remuneration):

  • Total Votes: 7,529,464 (70.8989% participation)
  • In Favour: 7,529,446 (99.9998%)
  • Against: 18 (0.0002%)

Resolution 6 (Borrowing Limits):

  • Total Votes: 7,529,531 (70.8995% participation)
  • In Favour: 7,512,279 (99.7709%)
  • Against: 17,252 (0.2291%)

Resolution 7 (Mortgage/Charge Creation):

  • Total Votes: 7,529,531 (70.8995% participation)
  • In Favour: 7,512,265 (99.7707%)
  • Against: 17,266 (0.2293%)

Resolution 8 (ESOP Plan):

  • Total Votes: 7,529,531 (70.8995% participation)
  • In Favour: 7,469,265 (99.1996%)
  • Against: 60,266 (0.8004%)

Resolution 9 (ESOP for Subsidiaries):

  • Total Votes: 7,529,531 (70.8995% participation)
  • In Favour: 7,469,255 (99.1995%)
  • Against: 60,276 (0.8005%)

Shareholder Category Breakdown

Promoter and Promoter Group:

  • Shares Held: 7,465,000
  • Votes Polled: 7,465,000 (100% participation)
  • Voted in favour of all resolutions except Resolution 4 where they abstained

Public Institutions:

  • Shares Held: 101,963
  • Votes Polled: 60,234 (59.0744% participation)

Public Non-Institutions:

  • Shares Held: 3,053,037
  • Votes Polled: 4,297 (0.1407% participation)

Scrutinizer's Role and Findings

Mr. Kiran Varma M G was appointed as Scrutinizer to supervise the e-voting process. His responsibilities included:

  • Scrutinizing the e-voting process in a fair and transparent manner
  • Preparing the Scrutinizer's Report based on data from MUFG Intime India Private Limited
  • Ensuring compliance with Companies Act, 2013 and SEBI Listing Regulations

Findings:

  • All electronic voting data was properly recorded and maintained
  • No invalid votes were cast in any resolution
  • The voting process complied with all regulatory requirements

Compliance with Laws and Regulations

The meeting was conducted in compliance with:

  • SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 3, 2024
  • SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020
  • MCA General Circular No. 03/2025 dated September 22, 2025
  • Companies Act, 2013 and Rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Business Highlights from Chairman's Speech

  • Strong performance during FY 2025-26 with positive outlook for power and transformer industry
  • Ongoing capacity expansion from 9,000 MVA to 16,000 MVA
  • Proposed expansion to 50,000 MVA capacity
  • Focus on digital transformation and operational efficiency
  • Strategic synergies with Shirdi Sai Electricals Limited
  • Commitment to sustainable growth and corporate governance

Additional Information

  • Statutory Auditors (ASA & Associates LLP) and Secretarial Auditors (J B Bhave & Co) gave unqualified opinions
  • No qualifications, observations, or adverse comments in audit reports
  • Results were to be placed on company website and submitted to stock exchanges within 48 hours
  • All statutory books and registers were electronically available for inspection