Meeting Details

The 42nd AGM was held on Thursday, September 24, 2026, commencing at 10:30 A.M. (IST) and concluding at 11:21 A.M. (IST). The meeting was conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM) in compliance with the Companies Act, 2013 and relevant circulars from the Ministry of Corporate Affairs (MCA) and SEBI.

Attendance

Directors Present

The following Directors attended the meeting via video conference:

  • Mr. Ramesh Kumar Dua (Chairman & Managing Director, Chairman - Risk Management Committee and CSR & ESG Committee)
  • Mr. Yogesh Kapur (Independent Director, Chairman - Audit Committee)
  • Mr. Rajeev Rupendra Bhadauria (Independent Director, Chairman - Nomination and Remuneration Committee and Stakeholder Relationship Committee)
  • Mr. Raj Kumar Jain (Independent Director)
  • Ms. Richa Arora (Independent Director)
  • Mr. Mukand Lal Dua (Whole Time Director)
  • Mr. Nikhil Dua (Whole Time Director)
  • Mr. Gaurav Kumaar Dua (Co-CEO & Whole Time Director)
  • Mr. Sushil Batra (Executive Director)

Mr. Kuldip Singh Dhingra was the only Director not present.

Other Attendees

In Attendance: Mr. Ankit Jain (Company Secretary & Compliance Officer)

Invitees Present:

  • Mr. Ritesh Dua (Co-Chief Executive Officer)
  • Mr. Amit Roy (Chief Financial Officer)
  • Mr. Mukesh Dua (Partner of M/s Gupta & Dua, Chartered Accountants - Statutory Auditors)
  • Mr. Baldev Singh Kashtwal (Scrutinizer to the 42nd AGM)
  • Mr. Shashikant Tiwari (Partner of Chandrasekaran Associates, Company Secretaries - Secretarial Auditor)

Shareholder Participation

The total number of members on the cut-off date (September 18, 2026) was 226,635.

The number of members present at the meeting was 110, comprising 7 from the Promoter & Promoter Group and 103 from the Public.

Proposed Resolutions and Business

Ten items of business were proposed and passed at the meeting:

Ordinary Business (Ordinary Resolutions)

1. To receive, consider, and adopt the Audited Financial Statements for the financial year ended March 31, 2026, including the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, and Reports of the Board of Directors and Auditors.

2. To declare a final dividend @350%, equivalent to Rs. 3.50 per equity share (Face Value of Rs. 1 each) for the financial year 2025-26.

3. To re-appoint Mr. Gaurav Kumaar Dua (DIN: 09674786), who retired by rotation.

4. To re-appoint Mr. Sushil Batra (DIN: 09351823), who retired by rotation.

Special Business (Special Resolution)

5. To re-appoint Mr. Nikhil Dua (DIN: 00157919) as a Whole Time Director.

6. To re-appoint Mr. Gaurav Kumaar Dua (DIN: 09674786) as Co-Chief Executive Officer & Whole Time Director.

7. To re-appoint Mr. Sushil Batra (DIN: 09351823) as a Whole-Time Director designated as Executive Director.

Special Business (Ordinary Resolution)

8. To re-appoint Mr. Ritesh Dua (Relative of Directors) as Co-Chief Executive Officer.

9. To re-appoint Mr. Nitin Dua (Relative of Directors) as an Executive Vice President (Retail).

10. To re-appoint Mr. Rahul Dua (Relative of Director) as an Executive Vice President (Manufacturing).

Voting Process and Scrutinizer

In compliance with Section 108 of the Companies Act, 2013 and Regulation 44 of the SEBI LODR, the company provided multiple voting facilities:

  • Remote e-voting: The facility was open from 9:00 A.M. (IST) on Monday, September 21, 2026, until 5:00 P.M. (IST) on Wednesday, September 23, 2026.
  • E-voting during the AGM (Insta Poll): Members present at the AGM were given an additional 15 minutes to cast their votes via Insta Poll if they had not used the remote e-voting facility.

Mr. Baldev Singh Kashtwal, Practicing Company Secretary, was appointed as the Scrutinizer to scrutinize both the remote e-voting and the Insta Poll process in a fair and transparent manner.

It was confirmed that the statutory registers were available for electronic inspection by members. The reports of the Statutory Auditors and Secretarial Auditors contained no qualifications, observations, adverse remarks, or disclaimers.

Compliance and Reporting

The document confirms that the meeting was conducted in full compliance with the Companies Act, 2013 and SEBI LODR Regulations. The voting results, along with the Scrutinizer's Report, were to be declared and submitted to the stock exchanges (BSE Limited Scrip Code: 530517 and National Stock Exchange of India Limited Symbol: RELAXO) within two working days of the conclusion of the AGM. The results were also to be placed on the company's website and the website of the e-voting agency.