Meeting Details

The 113th Annual General Meeting of the company was held through Video Conferencing (VC)/Other Audio Visual Means (OAVM) on Saturday, the 26th of September, 2026. The meeting commenced at 10:30 A.M. and concluded at 11:01 A.M.

Attendees

Directors & Key Managerial Personnel Present:

  • Mr. Lakshmi Niwas Bangur - Chairman
  • Mrs. Alka Lakshmi Niwas Bangur - Managing Director
  • Mr. Ashok Kumar Bhargava - Independent Director
  • Mr. Rajiv Kapasi - Independent Director
  • Mr. Gaurav Jalan - Independent Director
  • Mr. Sanjeev Kumar Singh - Chief Executive Officer
  • Mr. Anup Kumar Gupta - Chief Financial Officer
  • Mr. Saurav Singhania - Company Secretary

Invitees Present:

  • Mr. Pradip Kumar Ojha - Group Company Secretary
  • Mr. Dayanidhi Gumma - Financial Controller
  • Mr. S Krishna Moorthy - Representative of Statutory Auditor (Jayaraman & Krishna)
  • Mr. Anil Murarka - Representative of Secretarial Auditor (A Murarka & Co.)
  • Ms. Barsha Dikshit - Representative of Scrutinizer (Vinod Kothari & Co.)

A total of 32 members, including authorized representatives, were present through VC/OAVM. The requisite quorum was present throughout the meeting as per Section 103 of the Companies Act, 2013.

Summary of Proposed Resolutions

Seven resolutions were proposed for shareholder approval, comprising four items of Ordinary Business and three items of Special Business.

Ordinary Business:

  • Item No. 1: Ordinary Resolution for adoption of Annual Audited Financial Statements for the year ended March 31, 2026, including the Balance Sheet, Profit & Loss Account, and Reports of Directors and Auditors.
  • Item No. 2: Ordinary Resolution for declaration of a Final Dividend @ Re. 0.75 per share on 30,95,879 Equity Shares of ₹10 each for the financial year ended March 31, 2026.
  • Item No. 3: Ordinary Resolution for re-appointment of Mrs. Alka Lakshmi Niwas Bangur (DIN: 00012894) as a Director liable to retire by rotation.
  • Item No. 4: Ordinary Resolution for re-appointment of Messrs Jayaraman & Krishna, Chartered Accountants (Firm Regn. No. 0111855), as Statutory Auditors for a second term of 5 consecutive years.

Special Business:

  • Item No. 5: Special Resolution for re-appointment of Mrs. Alka Lakshmi Niwas Bangur (DIN: 00012894) as Managing Director for a further period of 3 years with effect from 17 September, 2026, and approval of her remuneration.
  • Item No. 6: Ordinary Resolution for approval of Material Related Party Transactions with Promoter Group Companies for granting and availing of loans, with an aggregate estimated maximum value of ₹500 Crores.
  • Item No. 7: Special Resolution for approval to increase the limit for making investments, giving loans, guarantees, and providing securities to ₹700 Crores, in excess of limits specified under Section 186 of the Companies Act, 2013.

Voting Process and Methods

The voting process was conducted in compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management & Administration) Rules, 2014, and Regulation 44 of the SEBI (LODR) Regulations, 2015.

The company provided members the facility to vote electronically through the e-voting services of Central Depository Services (India) Limited (CDSL).

The remote e-voting period commenced on Wednesday, 23 September 2026 at 9:00 A.M. and closed on Friday, 25 September 2026 at 5:00 P.M.

Members who joined the meeting through VC/OAVM and had not cast their vote through remote e-voting were provided the option to vote through the e-voting facility at the AGM.

M/s Vinod Kothari & Co., Practicing Company Secretaries, were appointed as the Scrutinizer to scrutinize the remote e-voting process and e-voting at the AGM in a fair and transparent manner.

Key Voting Outcomes

The results were declared on 29th September 2026 based on the Scrutinizer's report and were posted on the company's website, CDSL, and communicated to the NSE.

Summary of Voting Results:

  • Total Equity Shares: 30,95,879
  • Total Votes Cast: 21,34,367 shares (68.9422% of total outstanding shares)

Resolution-wise Results:

1. Adoption of Financial Statements (Ordinary Resolution)

  • Votes in Favour: 21,29,653 shares (99.7791% of votes polled)
  • Votes Against: 4,714 shares (0.2209% of votes polled)

2. Declaration of Final Dividend (Ordinary Resolution)

  • Votes in Favour: 21,29,653 shares (99.7791% of votes polled)
  • Votes Against: 4,714 shares (0.2209% of votes polled)

3. Re-appointment of Director (Ordinary Resolution)

  • Votes in Favour: 21,29,653 shares (99.7791% of votes polled)
  • Votes Against: 4,714 shares (0.2209% of votes polled)

4. Re-appointment of Auditors (Ordinary Resolution)

  • Votes in Favour: 21,29,653 shares (99.7791% of votes polled)
  • Votes Against: 4,714 shares (0.2209% of votes polled)

5. Re-appointment of MD & Remuneration (Special Resolution)

  • Votes in Favour: 21,29,653 shares (99.7791% of votes polled)
  • Votes Against: 4,714 shares (0.2209% of votes polled)

6. Related Party Transactions (Ordinary Resolution)

  • Promoter & Promoter Group: Did not vote on this resolution as per SEBI LODR Regulation 23.
  • Public Votes Polled: 51,824 shares (5.5773% of public holding)
  • Votes in Favour: 47,110 shares (90.9038% of public votes polled)
  • Votes Against: 4,714 shares (9.0962% of public votes polled)

7. Increase in Investment/Loan Limit (Special Resolution)

  • Votes in Favour: 21,29,653 shares (99.7791% of votes polled)
  • Votes Against: 4,714 shares (0.2209% of votes polled)

All resolutions were passed with the requisite majority. There were no invalid votes cast on any resolution.

Scrutinizer's Role and Compliance

M/s Vinod Kothari & Co., Practicing Company Secretaries, were the Scrutinizers for the voting process. They scrutinized the remote e-voting and e-voting at the AGM and submitted their report dated 29th September 2026. The company confirmed compliance with all applicable laws and regulations, including the Companies Act, 2013, and SEBI (LODR) Regulations, 2015.