Meeting Details

  • Meeting Type: 50th Annual General Meeting (AGM)
  • Date: Friday, 28th August, 2026
  • Time: 11:30 A.M. to 01:15 P.M. (IST)
  • Location: Conducted through Video Conference (VC)/ Other Audio Visual Means (OAVM)
  • Record Date: Friday, 21st August, 2026
  • Total Shareholders on Record Date: 332,813

Summary of Proposed Resolutions and Implications

All 11 resolutions set out in the notice were proposed for shareholder approval. The business included:

Ordinary Business:

1. Adoption of audited standalone and consolidated financial statements for FY ended March 31, 2026.

2. Confirmation of interim dividend and declaration of final dividend for FY 2025-26.

3. Re-appointment of Shri Sanjay Kumar Singh (DIN: 10718481) as Director (Projects).

4. Authorization for the Board to fix remuneration of Joint Statutory Auditors for FY 2026-27.

Special Business (Appointments):

5. Appointment of Shri Bhupender Gupta (DIN: 06940941) as Chairman & Managing Director.

6. Appointment of Shri Mahesh Kumar Sharma (DIN: 11306355) as Director (Finance).

7. Appointment of Shri Diwakar Nath Misra (DIN: 07464700), Additional Secretary, Ministry of Power, as a Government Nominee Director.

11. Appointment of Shri Paresh Rasiklal Ranpara (DIN: 10183476) as Director (Personnel).

Special Business (Financial):

8. Special Resolution to increase the borrowing limit of the Company from ₹60,000 Crore to ₹70,000 Crore.

9. Special Resolution to create a mortgage and/or charge over the movable and immovable properties of the Company.

10. Special Resolution to appoint Dr. Bernadette Lyngdoh (DIN: 11836182) as an Independent Director.

Voting Process and Methods

  • The company provided two methods for voting: Remote E-voting and E-voting during the AGM.
  • Remote E-voting was conducted through the National Securities Depository Limited (NSDL) platform (www.evoting.nsdl.com). The voting period commenced on Tuesday, 25th August, 2026 at 09:00 A.M. (IST) and concluded on Thursday, 27th August, 2026 at 05:00 P.M. (IST).
  • E-voting during the AGM was available for members who did not cast their vote via remote e-voting.
  • The process was designed to ensure members could not vote twice.

Key Voting Outcomes

Shareholder Participation:

  • Promoters & Promoter Group: 1 shareholder attended through VC/OAVM.
  • Public Shareholders: 247 shareholders attended through VC/OAVM.
  • Total Votes Polled (All Resolutions): Represents 88.38% to 88.42% of the total outstanding shares (10,045,034,805).

Resolution-wise Results:

1. Adoption of Financial Statements

  • Total Valid Votes: 887,801,262
  • Votes in Favour: 87,300,008,887 (98.333%)
  • Votes Against: 1,480,117,35 (1.667%)

2. Declaration of Final Dividend

  • Total Valid Votes: 888,213,426
  • Votes in Favour: 887,412,528,7 (99.910%)
  • Votes Against: 8,008,979 (0.090%)

3. Re-appointment of Shri Sanjay Kumar Singh

  • Total Valid Votes: 888,213,303
  • Votes in Favour: 796,336,558,9 (89.656%)
  • Votes Against: 91,876,744,9 (10.344%)

4. Authorization for Auditor Remuneration

  • Total Valid Votes: 888,214,758
  • Votes in Favour: 887,744,276,5 (99.947%)
  • Votes Against: 4,704,821 (0.053%)

5. Appointment of Shri Bhupender Gupta as CMD

  • Total Valid Votes: 888,214,374
  • Votes in Favour: 861,410,739,0 (96.982%)
  • Votes Against: 26,803,635,9 (3.018%)

6. Appointment of Shri Mahesh Kumar Sharma as Director (Finance)

  • Total Valid Votes: 888,214,537
  • Votes in Favour: 818,281,589,5 (92.127%)
  • Votes Against: 69,932,948,2 (7.873%)

7. Appointment of Shri Diwakar Nath Misra as Govt. Nominee Director

  • Total Valid Votes: 887,906,149
  • Votes in Favour: 778,370,421,9 (87.6636%)
  • Votes Against: 109,535,728,0 (12.3364%)

8. Increase in Borrowing Limit to ₹70,000 Crore (Special Resolution)

  • Total Valid Votes: 888,214,037
  • Votes in Favour: 888,201,523,1 (99.999%)
  • Votes Against: 125,144 (0.001%)

9. Creation of Mortgage/Charge (Special Resolution)

  • Total Valid Votes: 888,101,707
  • Votes in Favour: 803,559,030,8 (90.4805%)
  • Votes Against: 84,542,676,3 (9.5195%)

10. Appointment of Dr. Bernadette Lyngdoh as Independent Director (Special Resolution)

  • Total Valid Votes: 887,909,185
  • Votes in Favour: 810,467,713,0 (91.2782%)
  • Votes Against: 77,441,472,7 (8.7218%)

11. Appointment of Shri Paresh Rasiklal Ranpara as Director (Personnel)

  • Total Valid Votes: 888,217,697
  • Votes in Favour: 818,266,664,2 (92.1246%)
  • Votes Against: 69,951,033,4 (7.8754%)

Participation by Shareholder Category:

A detailed breakdown is provided for each resolution, categorizing votes by Promoter & Promoter Group, Public Institutions, and Public Non-Institutions, along with the mode of voting (Remote E-voting/E-voting).

Scrutinizer's Role, Findings, and Conclusions

  • Scrutinizer: Shri Amit Kaushal of M/s A. Kaushal & Associates, Company Secretaries (FCS No.: 6230).
  • Appointment Date: Approved in the Board Meeting on 29th June, 2026.
  • Role: To scrutinize the e-voting and remote e-voting process in a fair and transparent manner and ascertain the requisite majority.
  • Process: The scrutinizer monitored the remote e-voting via a secured link provided by NSDL. The votes were unblocked and counted after the conclusion of the AGM on 28th August 2026 at 01:30 PM in the presence of two independent witnesses (Mr. Alok Kumar Tripathi and Ms. Mohini Raghav).
  • Finding: The votes cast in favour of all resolutions were more than the requisite majority. Therefore, all resolutions were deemed passed.
  • Conclusion: The scrutinizer confirmed the process was completed fairly and transparently. The register and papers relating to e-voting were kept in the scrutinizer's safe custody.

Compliance Confirmation

  • The disclosure is made in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
  • The voting process was conducted per Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014.
  • The notice of the AGM was sent to members as required under Sections 101 and 108 of the Companies Act, 2013.
  • Information relating to remote e-voting was published in Business Standard (Hindi and English) on Thursday, 6th August 2026.