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

Nimbus Projects Limited

Meeting Details

The 33rd Annual General Meeting of Nimbus Projects Limited was held on Tuesday, September 29, 2026 at 12:30 p.m. (IST) through Video Conferencing (VC) and Other Audio Video Visual Mode (OAVM). The meeting was conducted entirely through virtual means without physical attendance or proxy arrangements.

Proposed Resolutions and Implications

All nine items of business contained in the Notice dated August 12, 2026 were transacted and approved by shareholders:

1. Ordinary Resolution: Adoption of Audited Standalone and Consolidated Financial Statements for FY ended March 31, 2026 with Board and Auditors' reports

2. Ordinary Resolution: Re-appointment of Mr. Rajeev Kumar Asopa (DIN: 00001277) as director retiring by rotation

3. Ordinary Resolution: Appointment of M/s Doogar & Associates, Chartered Accountants (ICAI Firm Registration No. 000561N) as Statutory Auditors and fixing their remuneration

4. Special Resolution: Appointment of Ms. Neha Atal Poddar (DIN: 11761602) as an Independent Woman Director

5. Ordinary Resolution: Appointment of Mr. Anand Kumar (DIN: 03194060) as a Non-Executive Non-Independent Director

6. Special Resolution: Approval of entering into Material Related Party Transactions with Indogreen International

7. Special Resolution: Approval of entering into Material Related Party Transactions with Identified Promoters

8. Special Resolution: Approval of entering into Material Related Party Transactions with Identified Promoter Group Company

9. Special Resolution: Approval of entering into Material Related Party Transactions with Associate Companies

Voting Process and Methods

The voting was conducted through two methods:

  • Remote e-voting: Available from September 26, 2026 (9:00 AM IST) to September 28, 2026 (5:00 PM IST) through NSDL platform
  • E-voting during AGM: Conducted for members attending the virtual meeting who hadn't voted remotely

The cut-off date for determining voting rights was September 22, 2026, with 2,645 shareholders on record.

Key Voting Outcomes

Shareholder Participation

  • Total shareholders on record date: 2,645
  • Shareholders attending meeting through VC/OAVM: 109 (14 Promoters/Promoter Group, 95 Public)
  • No physical meeting or proxy arrangement was made

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements)

  • Total votes cast: 14,990,705 (77.5967% of outstanding shares)
  • Votes in favor: 14,990,651 (99.9996%)
  • Votes against: 54 (0.0004%)
  • Promoter group: 13,611,177 votes (100% in favor)
  • Public non-institutions: 1,379,528 votes (99.9961% in favor, 0.0039% against)

Resolution 2 (Ordinary - Director Re-appointment)

  • Total votes cast: 14,990,705 (77.5967%)
  • Votes in favor: 14,990,629 (99.9995%)
  • Votes against: 76 (0.0005%)
  • Promoter group: 13,611,177 votes (100% in favor)
  • Public non-institutions: 1,379,528 votes (99.9945% in favor, 0.0055% against)

Resolution 3 (Ordinary - Auditor Appointment)

  • Total votes cast: 14,990,705 (77.5967%)
  • Votes in favor: 14,990,631 (99.9995%)
  • Votes against: 74 (0.0005%)
  • Promoter group: 13,611,177 votes (100% in favor)
  • Public non-institutions: 1,379,528 votes (99.9946% in favor, 0.0054% against)

Resolution 4 (Special - Independent Director)

  • Total votes cast: 14,990,705 (77.5967%)
  • Votes in favor: 14,990,631 (99.9995%)
  • Votes against: 74 (0.0005%)
  • Promoter group: 13,611,177 votes (100% in favor)
  • Public non-institutions: 1,379,528 votes (99.9946% in favor, 0.0054% against)

Resolution 5 (Ordinary - Director Appointment)

  • Total votes cast: 14,990,705 (77.5967%)
  • Votes in favor: 14,990,631 (99.9995%)
  • Votes against: 74 (0.0005%)
  • Promoter group: 13,611,177 votes (100% in favor)
  • Public non-institutions: 1,379,528 votes (99.9946% in favor, 0.0054% against)

Resolutions 6-9 (Special - Related Party Transactions)

For resolutions 6-9 where promoters were interested parties, only public shareholders voted:

  • Total votes cast: 1,379,528 (7.1409% of outstanding shares)
  • Votes in favor: 1,379,452 (99.9945%)
  • Votes against: 76 (0.0055%)
  • All four related party transaction resolutions passed with identical voting patterns

Invalid Votes

No invalid votes were recorded across all shareholder categories for any resolution.

Scrutinizer's Role and Findings

Mr. Kapil Dev Vashisth, Practicing Company Secretary, was appointed as scrutinizer. His report dated September 30, 2026 confirms:

  • The e-voting process was conducted fairly and transparently
  • Votes were unblocked on September 29, 2026 in presence of two independent witnesses
  • Remote e-voting: 162 members participated with 14,990,703 votes cast
  • E-voting during AGM: 2 members participated with 2 votes cast
  • All resolutions passed with requisite majority

Compliance Confirmation

The company confirmed compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA and SEBI circulars regarding e-voting and virtual meetings