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

Meeting Details

The 53rd Annual General Meeting was held on Tuesday, July 28, 2026, at 11:30 AM through Video Conferencing/Other Audio-Visual Means (VC/OAVM) and concluded at 12:00 PM. The meeting was conducted in adherence to Ministry of Corporate Affairs (MCA) Circulars and Securities and Exchange Board of India (SEBI) Circulars.

Attendees

Chairman: Shri Aditya Jhunjhunwala, Managing Director

Other Attendees:

  • Shri S.C. Agarwal, CEO-cum-Executive Director
  • Shri Bibhas Kumar Srivastava, Independent Director
  • Shri Sushil Solomon, Independent Director
  • Shri Bakshiram Yadav, Independent Director
  • Smt. Naina Devi Jhunjhunwala, Director
  • Shri Sanjay Jhunjhunwala, Joint Managing Director
  • Shri A.K. Gupta, Chief Financial Officer
  • Ms. Ritika Tandon, Company Secretary and Compliance Officer
  • Mr. Amit Gupta, PCS (Scrutinizer)

Summary of Resolutions and Implications

The meeting considered and approved 11 resolutions covering ordinary and special business:

ORDINARY BUSINESS:

1. Item No. 01: Adoption of audited standalone and consolidated financial statements for FY ended March 31, 2026, along with Board of Directors' and Auditors' reports

2. Item No. 02: Re-appointment of Shri Sanjay Jhunjhunwala (DIN: 01777954) as director retiring by rotation

3. Item No. 03: Re-appointment of Shri S.C. Aggarwala (DIN: 02461954) as director retiring by rotation

SPECIAL BUSINESS:

4. Item No. 04: Appointment of Smt. Naina Devi Jhunjhunwala (DIN: 01837824) as Director

5. Item No. 05: Appointment of Smt. Naina Devi Jhunjhunwala as Whole-Time Director for 3 years from August 1, 2026

6. Item No. 06: Re-appointment of Shri Aditya Jhunjhunwala (DIN: 01686189) as Managing Director for 3 years from April 1, 2027

7. Item No. 07: Re-appointment of Shri Sanjay Jhunjhunwala (DIN: 01777954) as Joint Managing Director for 3 years from April 1, 2027

8. Item No. 08: Re-appointment of Shri Subhash Chandra Aggarwala (DIN: 02461954) as Whole-Time Director designated as Executive Director cum CEO for 3 years from April 1, 2027

9. Item No. 09: Ratification of payment of remuneration to Cost Auditor M/s. Aman Malviya & Associates for FY 2026-27

10. Item No. 10: Approval of changes in terms and conditions including remuneration payable to Shri Vatsal Jhunjhunwala, Vice President (related party)

11. Item No. 11: Approval for continuation of Mr. Sushil Solomon as Non-Executive Independent Director post attaining 75 years of age for remaining term up to August 5, 2029

Voting Process and Methods

The company provided remote e-voting facility from July 25, 2026 (9:00 AM IST) to July 27, 2026 (5:00 PM IST) through MUFG Intime India Private Limited. Additionally, e-voting was conducted during the AGM through the video conferencing platform. The cut-off date for determining voting rights was July 21, 2026.

Key Voting Outcomes

Total Shareholding Pattern:

  • Promoter and Promoter Group: 51,991,499 shares (56.51%)
  • Public Institutions: 112,390 shares (0.12%)
  • Public Non-Institutions: 39,896,281 shares (43.37%)
  • Total Outstanding Shares: 92,000,170

Overall Voting Participation:

  • Total votes cast: 59,995,604
  • Percentage of outstanding shares voted: 65.2125%

Resolution-wise Results:

1. Resolution 1 (Ordinary): Adoption of Financial Statements

  • Total votes: 59,995,604
  • In favor: 59,995,269 (99.9994%)
  • Against: 335 (0.0006%)

2. Resolution 2 (Ordinary): Re-appointment of Sanjay Jhunjhunwala

  • Total votes: 59,995,604
  • In favor: 59,995,169 (99.9993%)
  • Against: 435 (0.0007%)

3. Resolution 3 (Ordinary): Re-appointment of S.C. Aggarwala

  • Total votes: 59,995,604
  • In favor: 59,995,169 (99.9993%)
  • Against: 435 (0.0007%)

4. Resolution 4 (Special): Appointment of Naina Devi Jhunjhunwala as Director

  • Total votes: 59,995,604
  • In favor: 59,995,269 (99.9994%)
  • Against: 335 (0.0006%)

5. Resolution 5 (Special): Appointment of Naina Devi Jhunjhunwala as Whole-Time Director

  • Total votes: 59,995,604
  • In favor: 59,995,269 (99.9994%)
  • Against: 335 (0.0006%)

6. Resolution 6 (Special): Re-appointment of Aditya Jhunjhunwala as Managing Director

  • Total votes: 59,995,604
  • In favor: 59,891,766 (99.8269%)
  • Against: 103,838 (0.1731%)

7. Resolution 7 (Special): Re-appointment of Sanjay Jhunjhunwala as Joint Managing Director

  • Total votes: 59,995,604
  • In favor: 59,995,169 (99.9993%)
  • Against: 435 (0.0007%)

8. Resolution 8 (Special): Re-appointment of Subhash Chandra Aggarwala as Executive Director

  • Total votes: 59,995,604
  • In favor: 59,995,169 (99.9993%)
  • Against: 435 (0.0007%)

9. Resolution 9 (Ordinary): Ratification of Cost Auditor Remuneration

  • Total votes: 59,995,604
  • In favor: 59,995,269 (99.9994%)
  • Against: 335 (0.0006%)

10. Resolution 10 (Ordinary): Approval of Vatsal Jhunjhunwala's remuneration changes

  • Total votes: 54,194,848
  • In favor: 54,091,110 (99.8086%)
  • Against: 103,738 (0.1914%)

11. Resolution 11 (Special): Continuation of Sushil Solomon as Independent Director

  • Total votes: 59,995,604
  • In favor: 59,995,169 (99.9993%)
  • Against: 435 (0.0007%)

Category-wise Voting Breakdown (Representative for Resolution 1):

  • Promoter and Promoter Group: 100% in favor across all resolutions
  • Public Institutions: Varied voting pattern with 100% against on Resolution 6 and 10
  • Public Non-Institutions: Generally high approval rates (99.99%+ on most resolutions)

Scrutinizer's Role and Findings

Mr. Amit Gupta of M/s. Amit Gupta & Associates, Practicing Company Secretaries (Firm Registration No. P2025UP103200, FCS-5478) was appointed as scrutinizer for both remote e-voting and voting at the AGM. The scrutinizer certified that:

  • 76 members joined the meeting through VC
  • 1 member cast vote during the AGM through VC platform
  • 48 members cast votes through remote e-voting
  • All resolutions were passed with requisite majority
  • No invalid votes were recorded

The scrutinizer provided detailed breakdowns of remote e-voting results, AGM voting results, and consolidated results in three annexures to the report.

Compliance Confirmation

The company confirmed compliance with applicable laws and regulations including:

  • Companies Act, 2013
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circulars
  • SEBI Circulars

The meeting was conducted in accordance with Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2015.

Additional Information

The company noted that the Auditor's report on financial statements and Secretarial Audit report for year ended March 31, 2026, did not contain any qualifications, observations or comments with adverse effect on the company's functioning. The registers required under Companies Act, 2013 were available for inspection on the company's website.

The Chairman addressed members about the company's performance during the last fiscal year and the growth policy for the coming period. Members were given opportunity to ask questions and seek clarifications during the meeting.