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

Meeting Details

  • Type of Meeting: 22nd Annual General Meeting (AGM)
  • Date of Meeting: Wednesday, 24th June, 2026
  • Meeting Time: 12:30 P.M. to 01:02 P.M. (IST)
  • Meeting Mode: Conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Record Date: 17-06-2026
  • Total Shareholders on Record Date: 16,997

Shareholder Participation

  • Promoters & Promoter Group attending via VC: 8 members
  • Public attending via VC: 51 members
  • No shareholders were present in person or through proxy physically.

Proposed Resolutions and Implications

Fourteen resolutions were proposed and voted upon:

Ordinary Business:

1. Adoption of Financial Statements: To consider and adopt the audited financial statement for FY ended March 31, 2026 and reports of the Board of Directors.

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

3. Director Re-appointment: To appoint Shri Mahendra Kumar Ostwal (DIN: 00412163), who retires by rotation, offering himself for re-appointment.

4. Cost Auditor Remuneration: To approve and ratify remuneration of Ms K.C. Moondra and Associates, Cost Auditor, for FY ending March 31, 2027.

Special Business:

5. Borrowing Limit Increase: Special Resolution to increase borrowing powers under Section 180(1)(c) to ₹2000 Crores.

6. Asset Disposal Limit Increase: Special Resolution to increase limits for selling/leasing/disposing of undertaking/assets under Section 180(1)(a) to ₹2000 Crores.

7. Loans to Directors/Interested Parties: Special Resolution to approve loans upto ₹300.00 Crore.

8. Appointment of Independent Director: Special Resolution to appoint Mrs. Archana Dangi (DIN: 03510693) as Non-Executive Independent Director for a five-year term.

9. Stock Sub-division: Ordinary Resolution to sub-divide 1 equity share of ₹10 into 5 equity shares of ₹2 each.

10. MOA Alteration: Ordinary Resolution to alter Capital Clause (Clause V) of the Memorandum of Association.

11-13. Related Party Transactions: Three Ordinary Resolutions to approve material related party transactions with:

  • Ostwal Phoschem (India) Limited
  • Madhya Bharat Agro Products Limited
  • Shri Ganpati Fertilizers Limited

14. Fundraising: Special Resolution to approve raising funds through issuance of securities via various methods.

Voting Process and Methods

  • Remote E-Voting Period: Commenced Saturday, June 20, 2026 at 9:00 a.m. (IST) and ended Tuesday, June 23, 2026 at 5:00 p.m. (IST).
  • E-Voting at AGM: Electronic voting facility was provided during the AGM for members who had not voted remotely.
  • Service Provider: National Securities Depository Limited (NSDL) was appointed as the service provider for both remote e-voting and e-voting at the AGM.
  • Voting Rights: Based on shareholding as of the cut-off date (Record Date: 17-06-2026).

Key Voting Outcomes

Total Equity Shares: 61,827,600

Resolution-wise Results Summary (All Resolutions Passed):

  • Resolutions 1-4, 8-13: Passed unanimously with 100% votes in favor.
  • Resolution 5 (Borrowing Limit): 52,382,215 votes in favor (99.9909%) vs. 4,776 against (0.0091%). Opposition came solely from Public Non-Institutions (4,776 votes against, 0.0616%).
  • Resolution 6 (Asset Disposal): 52,382,215 votes in favor (99.9909%) vs. 4,776 against (0.0091%). Opposition came solely from Public Non-Institutions (4,776 votes against, 0.0616%).
  • Resolution 7 (Loans to Directors): 52,295,434 votes in favor (99.9904%) vs. 5,039 against (0.0096%). Opposition came solely from Public Non-Institutions (5,039 votes against, 0.065%).
  • Resolution 14 (Fundraising): 52,382,215 votes in favor (99.9909%) vs. 4,776 against (0.0091%). Opposition came solely from Public Non-Institutions (4,776 votes against, 0.0616%).

Category-wise Participation & Voting (Representative Data from Resolution 1):

  • Promoter & Promoter Group:
  • Shares Held: 45,087,900
  • Votes Polled: 44,631,249 (98.9872% of shares held)
  • Votes In Favor: 44,631,249 (100% of votes polled)
  • Votes Against: 0
  • Public Institutions:
  • Shares Held: 0
  • Votes Polled: 0
  • Public Non-Institutions:
  • Shares Held: 16,739,700
  • Votes Polled: 7,755,742 (46.3314% of shares held)
  • Votes In Favor: 7,755,742 (100% of votes polled for most resolutions)
  • Votes Against: Appeared only in Resolutions 5, 6, 7, and 14 (details above).

Overall Votes Polled: 52,386,991 (84.7308% of total equity shares)

Invalid Votes: There were zero invalid votes reported across all shareholder categories and all resolutions.

Scrutinizer's Role and Findings

  • Name of Scrutinizer: Sourabh Bapna
  • Firm Name: Sourabh Bapna & Associates
  • Qualification: CS
  • Membership Number: 51505
  • Date of Appointment by Board: 26-05-2026
  • Report Issuance Date: 25-06-2026

The scrutinizer was responsible for scrutinizing the remote e-voting process and e-voting at the AGM. The report confirms the process was conducted fairly and transparently. Votes were unblocked and counted in the presence of two independent witnesses. The scrutinizer verified that voting rights were proportionate to the paid-up equity share capital as of the record date.

Compliance Confirmation

The document and the voting process were conducted in accordance with the applicable provisions of:

  • The Companies Act, 2013 and its Rules.
  • The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).
  • Relevant circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI.

The notice for the AGM was sent electronically and published in the Financial Express (English) and Business Remedies (Hindi) newspapers on 30th May, 2026.