Meeting Details

  • Meeting Date: Thursday, July 16, 2026 at 03:00 PM IST
  • Meeting Type: 35th Annual General Meeting
  • Meeting Format: Conducted through two-way Video Conferencing (VC) / Other Audio Visual Means (OAVM) facility in accordance with MCA and SEBI circulars
  • Deemed Venue: Registered Office at 2nd Floor, Sterling Centre, Dr. A.B. Road, Worli, Mumbai - 400 018

Proposed Resolutions and Implications

Ordinary Business:

1. To receive, consider and adopt:

  • Audited Standalone Financial Statements for FY 2025-26 with reports of Board of Directors and Auditors
  • Audited Consolidated Financial Statements for FY 2025-26 with report of Auditors

2. To declare final dividend on Equity Shares for financial year ended March 31, 2026

3. To appoint Mr. Harsha Raghavan (DIN: 01761512) who retires by rotation and offers himself for reappointment

Special Business:

4. Re-appointment of Mr. Harish Mehta (DIN: 00153549) as Whole-time Director designated as Executive Chairman for 5 years from May 14, 2026 to May 13, 2031, with remuneration approval for 3 years (May 14, 2026 to May 13, 2029) including:

  • Fixed salary: ₹1,42,00,000 for FY 2026-27 with 5% annual increment
  • Performance incentive: 5% of Net Profit capped at 150% of fixed salary
  • Various perquisites including accommodation, medical reimbursement (up to ₹5 lakhs), club fees, insurance policies (GMC ₹12L, GPA ₹50L, D&O ₹25cr), company car with driver

5. Re-appointment of Mr. Jigar Mehta (DIN: 06829197) as Managing Director for 5 years from May 14, 2026 to May 13, 2031, with remuneration approval for 3 years (May 14, 2026 to May 13, 2029) including:

  • Fixed salary: ₹2,00,00,000 for FY 2026-27 with 5% annual increment
  • Performance incentive: 5% of Net Profit capped at 150% of fixed salary
  • Various perquisites including medical reimbursement (up to ₹5 lakhs), club fees, insurance policies (GMC ₹12L, GPA ₹50L, D&O ₹25cr, Group Term Life ₹4cr), company car with driver

6. Re-appointment of Mr. Dhanpal Jhaveri (DIN: 02018124) as Independent Director for second term of 3 years from May 12, 2026 to May 11, 2029

7. Re-appointment of Mr. Jai Diwanji (DIN: 00910410) as Independent Director for second term of 3 years from May 12, 2026 to May 11, 2029

Voting Process and Methods

  • Remote e-Voting Period: Monday, July 13, 2026 at 9:00 AM to Wednesday, July 15, 2026 at 5:00 PM through NSDL
  • Cut-off Date for Voting Eligibility: Thursday, July 9, 2026
  • Voting Methods: Remote e-voting through NSDL platform and electronic voting during AGM
  • Scrutinizer: National Securities Depository Limited (NSDL) will serve as scrutinizer
  • Result Declaration: Scrutinizer's report to be prepared within 48 hours of AGM conclusion and posted on company website (www.onwardgroup.com) and NSDL website (www.evoting.nsdl.com)

Dividend Information

  • Record Date for Dividend: Friday, July 3, 2026
  • Dividend Payout: Within 30 days from declaration at AGM to members whose names appear:
  • As beneficial owners as at closure of business hours on July 3, 2026 (electronic shares)
  • In Register of Members as on July 3, 2026 after giving effect to valid transfers (physical shares)
  • TDS Applicability: Dividend payments subject to TDS deduction as per Income Tax Act, 1961

Financial Performance Context (FY 2025-26)

| Particulars | Standalone (₹ Lakhs) | Consolidated (₹ Lakhs) |

| Total Income | 42,584.05 | 55,089.47 |

| Profit before Tax | 4,286.15 | 5,704.58 |

| Profit after Tax | 3,215.88 | 4,432.39 |

Compliance and Regulatory References

  • Companies Act, 2013 (Sections 102, 108, 149, 196, 197, 198, 203)
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations 36, 44)
  • Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
  • MCA Circular No. 3/2025 dated September 22, 2025
  • SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 3, 2024
  • Secretarial Standards-2 issued by ICSI

Signatories and Company Information

  • Company Secretary & Compliance Officer: Aakash Joshi (Membership No: A60953)
  • Registered Address: 2nd Floor, Sterling Centre, Dr. A.B. Road, Worli, Mumbai 400018
  • RTA: MUFG Intime India Pvt. Ltd.

Additional Information

  • Notice and Annual Report sent only electronically to members with registered email addresses
  • Documents available on company website, BSE, NSE, and NSDL websites
  • Members can inspect Register of Directors, KMP shareholding, and interested contracts electronically during AGM
  • Members holding physical shares urged to dematerialize shares following SEBI mandate
  • Green initiative: Members encouraged to register email addresses for electronic communication