Meeting Details

  • Date: Tuesday, August 25, 2026
  • Time: Commenced at 5:30 PM IST and concluded at 7:28 PM IST (including e-voting time)
  • Location: Conducted through Video Conferencing/Other Audio Visual Means facility provided by National Securities Depository Limited
  • Type: Annual General Meeting

Proposed Resolutions and Implications

The following resolutions were presented for shareholder consideration:

Ordinary Business:

  • i. Adoption of Audited Standalone Financial Statements for FY26 ended March 31, 2026, and Reports of Board of Directors and Auditors
  • ii. Adoption of Audited Consolidated Financial Statements for FY26 ended March 31, 2026, and Report of Auditors
  • iii. Declaration of Final Dividend of ₹3.60 per equity share and confirmation of payment of two Interim Dividends of ₹2.40 each per equity share (face value ₹2 each), totaling ₹8.40 per share for FY26
  • iv. Appointment of Director in place of Mr. Kapil Kapoor (DIN: 00178966) who retires by rotation and offers himself for re-appointment

Special Business:

  • v. Appointment of Branch Auditors and fixation of their remuneration
  • vi. Appointment of Ms. Radha Rajappa (DIN: 08530439) as Non-Executive, Independent Director
  • vii. Appointment of Mr. Rajesh Magow (DIN: 00195044) as Non-Executive, Independent Director

Voting Process and Methods

The company provided multiple voting mechanisms:

  • Remote E-voting: Available to members as of August 18, 2026 (cutoff date) during the period from August 21, 2026 (9:00 AM IST) to August 24, 2026 (5:00 PM IST)
  • E-voting at AGM: Facility provided for members attending the AGM who did not vote through remote e-voting
  • No physical voting: No voting by show of hands was conducted
  • Scrutinizer Appointment: Mr. Rupesh Agarwal (Membership No. A16302), Managing Partner of M/s. Chandrasekaran Associates, Practicing Company Secretaries, was appointed as Scrutinizer, with Mr. Shashikant Tiwari (F11919) and Mr. Mohit Varshney (A60762) as alternates

Key Voting Outcomes and Participation

The document states that voting results along with the Consolidated Scrutinizer's Report will be submitted to stock exchanges within prescribed statutory timelines. The specific voting outcomes, total votes cast, percentage in favor/against, and participation breakdown by shareholder category are not provided in this document but will be disclosed separately.

Scrutinizer's Role and Findings

Mr. Rupesh Agarwal and his alternates were appointed to scrutinize the electronic voting process. Their report containing findings and conclusions will be submitted separately within stipulated timelines.

Compliance Confirmation

The meeting was conducted in compliance with:

  • Companies Act, 2013
  • SEBI Listing Obligations and Disclosure Requirements Regulations, 2015
  • Secretarial Standard on General Meetings
  • Ministry of Corporate Affairs circulars regarding VC/OAVM meetings

The Company Secretary confirmed that Auditors' Report and Secretarial Auditors' Report contained no qualifications, reservations, or adverse remarks.

Signatories and Roles

  • Jaya Bhatia: Company Secretary & Compliance Officer, who signed and submitted the disclosure
  • Kapil Kapoor: Chairman of the Company who presided over the meeting from Hong Kong

Additional Financial and Operational Information

From the Chairman's speech included in the proceedings:

  • Dividend Increase: 40% YoY increase to ₹8.40 per share, with dividend payout ratio around 50% of standalone PAT
  • Revised Dividend Policy: Target payout raised to up to 65% of standalone PAT
  • FY26 Financial Performance:
  • Standalone billings: ₹31,775 million (10.3% growth)
  • Revenue: ₹30,520 million (15.0% growth)
  • Operating PBT: ₹11,377 million (16.9% growth)
  • Operating PBT margin: 37.3%
  • Cash from operations before taxes: ₹14,693 million
  • Standalone cash balance (including subsidiaries): ₹49,632 million as of March 31, 2026
  • AI Investments: ₹700 million invested in FY26, expected to increase to ₹1.5 billion in FY27
  • Business Segment Performance:
  • Recruitment: Billings ₹23,743 million (10.0% growth), Revenue ₹22,559 million (13.8% growth)
  • 99acres: Billings ₹4,971 million (10.3% growth), Revenue ₹4,881 million (18.8% growth)
  • Matchmaking: Billings ₹1,424 million (28.5% growth), Revenue ₹1,383 million (25.9% growth)
  • Investment Portfolio: AIF portfolio expanded to approximately ₹50 billion corpus across 135 companies

The resolutions are deemed to be passed on August 25, 2026, subject to receipt of requisite votes, with final results to be declared after Scrutinizer's report.