AGM Proceedings Summary

Date and Time: Monday, August 24, 2026 at 3:00 PM IST (commenced at 3:08 PM, concluded at 4:11 PM)

Venue: Conducted through Video-Conferencing (VC) or Other Audio-Visual Means (OAVM)

Chairperson: Mr. Aayush Agarwal, Chairperson & Non-Executive Director

Attendance: All directors, Chief Financial Officer, Company Secretary, representatives of Statutory Auditors (Shah & Taparia, Chartered Accountants) and Secretarial Auditors (Mayank Arora & Co., Company Secretaries)

Business Transacted

The following resolutions were considered at the AGM:

Ordinary Business:

  • Item 1: Adoption of Audited Standalone and Consolidated Financial Statements for FY 2025-26 and reports thereon (Ordinary Resolution)
  • Item 2: Declaration of final dividend for financial year ended March 31, 2026 (Ordinary Resolution)
  • Item 3: Appointment of Mr. Sadanand Morab (DIN: 09790817) as director liable to retire by rotation (Ordinary Resolution)
  • Item 4: Ratification of remuneration of Cost Auditors for FY 2026-27 (Ordinary Resolution)

Special Business:

  • Item 5: Appointment of Mr. Aayush Agarwal (DIN: 11031351) as Non-Executive Non-Independent Director & Chairperson (Ordinary Resolution)
  • Item 6: Appointment of Mr. Bajrang Lal Bajaj (DIN: 00041909) as Non-Executive Independent Director (Special Resolution)
  • Item 7: Alteration of Memorandum of Association of the Company (Special Resolution)
  • Item 8: Alteration of Articles of Association of the Company (Special Resolution)

Key Financial Information

  • Final dividend recommended: ₹0.10 per share (10%)
  • Financial statements for FY 2025-26 adopted

Voting and Scrutinizer Arrangements

  • M/s. Mayank Arora & Co., Company Secretaries appointed as Scrutinizer for e-voting process
  • E-voting facility provided through MUFG
  • Voting results to be declared subsequently and disclosed to stock exchanges
  • All resolutions deemed passed on August 24, 2026, subject to receipt of requisite majority votes

Management Presentations

  • Mr. Mehul Vala, Whole-time Director & CEO presented financial performance for FY 2025-26
  • Mr. Ruvi Bhansali, Chief Financial Officer briefed on summary of Statutory Auditors' Report and Secretarial Audit Report for FY 2025-26
  • Shareholder queries were addressed by the Chairperson and management

Corporate Governance Updates

Recent Director Changes:

  • Dr. Anita Shantaram resigned as Independent Director during FY 2025-26
  • Ms. Mita Jha ceased to be Independent Director upon her demise
  • Mr. Ajay Shanghavi and Ms. Jeny Gowadia appointed as Independent Directors (regularized through postal ballot)
  • Mr. Rishabh Agarwal resigned as Non-Executive Director & Chairperson
  • Mr. Aayush Agarwal appointed as Additional Non-Executive Director & Chairperson
  • Mr. Bajrang Lal Bajaj appointed as Additional Independent Director

Amendments to Constitutional Documents

Memorandum of Association: Addition of main object clause to explore opportunities in infrastructure and real estate sector, with assurance that core business remains primary focus

Articles of Association: Amendments proposed to update provisions and align with amended Companies Act, 2013 requirements for ease of doing business

Additional Information

  • Statutory registers and documents were available for inspection
  • Proceedings uploaded on company website: https://www.responsiveindustries.com/news-announcements/
  • This document does not constitute formal minutes of the meeting