Meeting Details

The 42nd Annual General Meeting was held on Thursday, September 24, 2026, at 03:00 PM (IST) through video conferencing/other audio visual means.

Proposed Resolutions and Implications

The AGM considered four resolutions:

1. Ordinary Resolution: Adoption of Audited Standalone Financial Statements

2. Ordinary Resolution: Adoption of Audited Consolidated Financial Statements

3. Ordinary Resolution: Appointment of Mr. Gurumurthy Ramanathan (DIN: 10366010) as Director who retires by rotation

4. Special Resolution: Re-designation of Mr. Arjun Lamba (DIN: 00124804) from Whole-time Director (Executive Director) to Managing Director

The promoter/promoter group was not interested in any of the agenda/resolutions.

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting via KFin Technologies Limited platform
  • E-voting during the AGM

Remote e-voting commenced on Sunday, September 20, 2026, at 9:00 AM (IST) and ended on Wednesday, September 23, 2026, at 5:00 PM (IST).

Key Voting Outcomes

Resolution 1: Adoption of Audited Standalone Financial Statements

  • Total votes cast: 176,906,606 (51.3169% of outstanding shares)
  • In favor: 176,894,615 votes (99.9932%)
  • Against: 11,991 votes (0.0068%)
  • Result: Passed

Resolution 2: Adoption of Audited Consolidated Financial Statements

  • Total votes cast: 176,906,606 (51.3169% of outstanding shares)
  • In favor: 176,894,615 votes (99.9932%)
  • Against: 11,991 votes (0.0068%)
  • Result: Passed

Resolution 3: Re-appointment of Mr. Gurumurthy Ramanathan

  • Total votes cast: 176,906,606 (51.3169% of outstanding shares)
  • In favor: 176,688,664 votes (99.8768%)
  • Against: 217,942 votes (0.1232%)
  • Result: Passed

Resolution 4: Re-designation of Mr. Arjun Lamba as Managing Director

  • Total votes cast: 176,906,606 (51.3169% of outstanding shares)
  • In favor: 176,899,476 votes (99.9960%)
  • Against: 7,130 votes (0.0040%)
  • Result: Passed

Participation Breakdown by Shareholder Category

Promoter and Promoter Group

  • Shares held: 107,764,848
  • Votes polled: 91,377,917 (84.7938% participation)
  • All resolutions: 100% in favor

Public Institutions

  • Shares held: 59,579,257
  • Votes polled: 21,392,085 (35.9053% participation)
  • Resolution 1 & 2: 99.9475% in favor, 0.0525% against
  • Resolution 3: 98.9850% in favor, 1.0150% against
  • Resolution 4: 99.9708% in favor, 0.0292% against

Public Non-Institutions

  • Shares held: 177,389,637
  • Votes polled: 64,136,604 (36.1558% participation)
  • Resolution 1 & 2: 99.9988% in favor, 0.0012% against
  • Resolution 3: 99.9987% in favor, 0.0013% against
  • Resolution 4: 99.9986% in favor, 0.0014% against

Scrutinizer's Role and Findings

Mr. Ankush Agarwal, Partner of MAKS & Co. (Practicing Company Secretaries, FRN: P2018UP067700), was appointed as Scrutinizer. His responsibilities included:

  • Conducting remote e-voting and e-voting process in fair and transparent manner
  • Scrutinizing votes cast 'For' or 'Against' the resolutions
  • Submitting consolidated report of voting results

The scrutinizer confirmed:

  • No invalid votes were cast across all shareholder categories
  • One member voted less by 48,280 equity shares across all resolutions
  • For Resolution 3, 5 members holding 964,943 equity shares partially voted in favor and against
  • All relevant voting records will remain in scrutinizer's custody until minutes are approved

Compliance with Laws and Regulations

The meeting and voting process complied 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 General Circular No. 03/2025 dated September 22, 2025

Preference Shares Voting Rights Note

The document notes that 250,000,000 preference shares (face value ₹10 each) have triggered voting rights due to non-payment of dividend for two years. However, the company has an ongoing petition before NCLT seeking cancellation of these shares, and the NCLT has ordered status quo on voting rights until further order, making these shares non-voting for this AGM.