Regulation 44 of SEBI (LODR) Regulations, 2015 Compliance

Onida Electronics Limited (Formerly MIRC Electronics Limited)

Meeting Details

The 45th Annual General Meeting (AGM) of Members of Onida Electronics Limited was held on Wednesday, 23rd September, 2026 at 3:30 p.m. (IST) through Video Conferencing/Other Audio-Visual Means.

Proposed Resolutions and Implications

The AGM considered nine resolutions covering various corporate matters:

1. Adoption of audited financial statements for FY ended March 31, 2026 with Board and Auditor reports

2. Re-appointment of Mr. Vijay Mansukhani (DIN: 01041809) as director retiring by rotation

3. Appointment of Statutory Auditors and fixation of their remuneration

4. Re-designation of Mr. Kaval Mirchandani (DIN: 01179978) as Whole Time Director

5. Appointment of Mr. Manish Desai (DIN: 09740266) as Director

6. Appointment of Mr. Manish Desai as Whole-time Director (KMP) and remuneration

7. Appointment of Mr. Gunjan Srivastava (DIN: 06396248) as Director

8. Appointment of Mr. Gunjan Srivastava as Managing Director (KMP) and remuneration

9. Appointment of Mr. Jayesh Gandhi (DIN: 00221855) as Independent Director

10. Ratification of remuneration of Cost Auditors for FY ending March 31, 2027

Voting Process and Methods

The voting was conducted through two methods:

  • Remote e-voting prior to AGM: Open from Sunday, 20th September, 2026 (09:00 a.m.) till Tuesday, 22nd September, 2026 (05:00 p.m.)
  • E-voting during the AGM: For shareholders present/logged-in at the AGM who had not cast their vote earlier

The e-voting facility was provided by National Securities Depository Limited (NSDL), the authorized agency engaged by the Company.

Key Voting Outcomes

All resolutions were passed with the requisite majority. The consolidated results show overwhelming support:

Resolution-wise Voting Breakdown:

Resolution 1 (Ordinary - Financial Statements):

  • Total votes cast: 229,012,142
  • In favor: 229,012,092 votes (99.99%)
  • Against: 1,738 votes (0.01%)
  • Invalid/Abstain: 728 votes
  • Members voting: 148 in favor, 12 against, 1 invalid

Resolution 2 (Ordinary - Director Re-appointment):

  • Total votes cast: 229,009,272
  • In favor: 229,009,222 votes (99.99%)
  • Against: 4,608 votes (0.01%)
  • Invalid/Abstain: 728 votes
  • Members voting: 141 in favor, 18 against, 1 invalid

Resolution 3 (Ordinary - Auditor Appointment):

  • Total votes cast: 229,010,551
  • In favor: 229,010,501 votes (99.99%)
  • Against: 3,329 votes (0.01%)
  • Invalid/Abstain: 728 votes
  • Members voting: 146 in favor, 13 against, 1 invalid

Resolution 4 (Special - Director Re-designation):

  • Total votes cast: 229,007,314
  • In favor: 229,007,264 votes (99.99%)
  • Against: 6,566 votes (0.01%)
  • Invalid/Abstain: 728 votes
  • Members voting: 140 in favor, 19 against, 1 invalid

Resolution 5 (Ordinary - Director Appointment):

  • Total votes cast: 229,011,157
  • In favor: 229,011,107 votes (99.99%)
  • Against: 2,723 votes (0.01%)
  • Invalid/Abstain: 728 votes
  • Members voting: 143 in favor, 16 against, 1 invalid

Resolution 6 (Special - Whole-time Director Appointment):

  • Total votes cast: 228,999,194
  • In favor: 228,999,144 votes (99.99%)
  • Against: 14,686 votes (0.01%)
  • Invalid/Abstain: 728 votes
  • Members voting: 141 in favor, 18 against, 1 invalid

Resolution 7 (Ordinary - Director Appointment):

  • Total votes cast: 229,009,814
  • In favor: 229,009,764 votes (99.99%)
  • Against: 4,029 votes (0.01%)
  • Invalid/Abstain: 765 votes
  • Members voting: 143 in favor, 15 against, 2 invalid

Resolution 8 (Special - Managing Director Appointment):

  • Total votes cast: 229,007,814
  • In favor: 229,007,764 votes (99.99%)
  • Against: 6,066 votes (0.01%)
  • Invalid/Abstain: 728 votes
  • Members voting: 141 in favor, 18 against, 1 invalid

Resolution 9 (Special - Independent Director Appointment):

  • Total votes cast: 229,009,772
  • In favor: 229,009,722 votes (99.99%)
  • Against: 4,066 votes (0.01%)
  • Invalid/Abstain: 770 votes
  • Members voting: 142 in favor, 16 against, 2 invalid

Resolution 10 (Ordinary - Cost Auditor Remuneration):

  • Total votes cast: 228,999,200
  • In favor: 228,999,150 votes (99.99%)
  • Against: 15,408 votes (0.01%)
  • Invalid/Abstain: 0 votes
  • Members voting: 142 in favor, 18 against, 0 invalid

Scrutinizer's Role and Findings

Mr. Mahesh M. Darji, Partner of M/s. Nilesh Shah & Associates, Company Secretaries, was appointed as Scrutinizer for both remote e-voting and e-voting during the AGM. The scrutinizer unblocked electronic votes after closure of voting in the presence of two witnesses not employed by the Company and scrutinized all votes cast.

The scrutinizer confirmed that all resolutions secured the requisite majority of votes and recommended that the Chairman or authorized Director/KMP declare the results accordingly.

Compliance with Regulations

The voting process complied with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • MCA Circulars dated April 8, 2020, April 13, 2020, May 5, 2020, May 5, 2022, December 28, 2022, September 25, 2023, September 19, 2024, and September 22, 2025
  • SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 6, 2023, October 7, 2023, October 3, 2024, June 05, 2025, and January 30, 2026

The notice dated August 7, 2026 was sent to members through electronic mode to registered email addresses, with web-link provided to those without registered emails.

Record Date and Eligibility

Members holding shares on the record date (cut-off date) of Wednesday, 16th September, 2026 were entitled to vote on the resolutions.