Meeting Details

  • Date of Meeting: Tuesday, 29th September, 2026
  • Time: 4.30 p.m. (IST)
  • Location: Conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Type of Meeting: 57th Annual General Meeting
  • Total Shareholders on Record Date: 60,526
  • Shareholders Attending Meeting: 33 public shareholders attended through VC/OAVM. No promoters/promoter group members attended in person or through proxy.

Summary of Proposed Resolutions

Eight resolutions were presented for shareholder approval:

1. Ordinary Resolution: To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026 together with Reports of Board of Directors and Auditors.

2. Ordinary Resolution: To declare a dividend of ₹0.10 per equity share of ₹2 each for FY ended 31st March, 2026.

3. Ordinary Resolution: Re-appointment of Ms. Sonali Mehta (DIN: 10446751) as Director who retires by rotation.

4. Ordinary Resolution: Appointment of Mr. Ramesh Kumar Narasinghbhan (DIN: 08257872) as Director.

5. Special Resolution: Appointment of Mr. Ramesh Kumar Narasinghbhan as Managing Director and CEO and approval of his remuneration.

6. Special Resolution: Appointment of Mr. Vijay Anant Chavan (DIN: 10806293) as Non-Executive Independent Director.

7. Special Resolution: Appointment of Mr. Vivek Satishbhai Patel (DIN: 11746011) as Non-Executive Independent Director.

8. Special Resolution: Continuation of directorship of Dr. Harshad Mehta (DIN: 11173572) as Non-Executive, Non-Independent Director - Chairman post attaining age 75 years.

Voting Process and Methods

  • Remote E-voting Period: Saturday, 26th September 2026 (9:00 a.m.) to Monday, 28th September 2026 (5:00 p.m.)
  • E-voting During AGM: Conducted on Tuesday, 29th September 2026 during the meeting
  • Cut-off Date: Tuesday, 22nd September 2026
  • Service Provider: Central Depository Services (India) Limited (CDSL)
  • Voting System: https://www.evotingindia.com
  • Scrutinizer: Mrs. Neetu V. Agrawal, Proprietor of M/s. Neetu Agrawal & Co., Company Secretary in Practice

Key Voting Outcomes

Resolution 1: Adoption of Financial Statements

  • Total Votes Polled: 49,906,305 (62.7181% of outstanding shares)
  • In Favor: 49,768,165 (99.7232%)
  • Against: 138,140 (0.2768%)
  • Promoter Group: 44,762,400 votes (97.7261% of shares held), all in favor
  • Public Institutions: 4,464,987 votes (68.3544% of shares held), all in favor
  • Public Others: 678,918 votes (2.4927% of shares held), 540,778 in favor (79.6529%), 138,140 against (20.3471%)

Resolution 2: Dividend Declaration

  • Total Votes Polled: 49,906,305 (62.7181% of outstanding shares)
  • In Favor: 49,768,165 (99.7232%)
  • Against: 138,140 (0.2768%)
  • Promoter Group: 44,762,400 votes (97.7261% of shares held), all in favor
  • Public Institutions: 4,464,987 votes (68.3544% of shares held), all in favor
  • Public Others: 678,918 votes (2.4927% of shares held), 540,778 in favor (79.6529%), 138,140 against (20.3471%)

Resolution 3: Re-appointment of Ms. Sonali Mehta

  • Total Votes Polled: 5,143,905 (6.4644% of outstanding shares)
  • In Favor: 4,694,985 (91.2728%)
  • Against: 448,920 (8.7272%)
  • Promoter Group: 0 votes (0.00% of shares held)
  • Public Institutions: 4,464,987 votes (68.3544% of shares held), all in favor
  • Public Others: 678,918 votes (2.4927% of shares held), 229,998 in favor (33.8771%), 448,920 against (66.1229%)

Resolution 4: Appointment of Mr. Ramesh Kumar Narasinghbhan as Director

  • Total Votes Polled: 49,906,305 (62.7181% of outstanding shares)
  • In Favor: 49,768,165 (99.7232%)
  • Against: 138,140 (0.2768%)
  • Promoter Group: 44,762,400 votes (97.7261% of shares held), all in favor
  • Public Institutions: 4,464,987 votes (68.3544% of shares held), all in favor
  • Public Others: 678,918 votes (2.4927% of shares held), 540,778 in favor (79.6529%), 138,140 against (20.3471%)

Resolution 5: Appointment of Mr. Ramesh Kumar Narasinghbhan as MD & CEO

  • Total Votes Polled: 49,906,305 (62.7181% of outstanding shares)
  • In Favor: 49,768,165 (99.7232%)
  • Against: 138,140 (0.2768%)
  • Promoter Group: 44,762,400 votes (97.7261% of shares held), all in favor
  • Public Institutions: 4,464,987 votes (68.3544% of shares held), all in favor
  • Public Others: 678,918 votes (2.4927% of shares held), 540,778 in favor (79.6529%), 138,140 against (20.3471%)

Resolution 6: Appointment of Mr. Vijay Anant Chavan as Independent Director

  • Total Votes Polled: 49,906,305 (62.7181% of outstanding shares)
  • In Favor: 49,463,797 (99.1133%)
  • Against: 442,508 (0.8867%)
  • Promoter Group: 44,762,400 votes (97.7261% of shares held), all in favor
  • Public Institutions: 4,464,987 votes (68.3544% of shares held), all in favor
  • Public Others: 678,918 votes (2.4927% of shares held), 236,410 in favor (34.8216%), 442,508 against (65.1784%)

Resolution 7: Appointment of Mr. Vivek Satishbhai Patel as Independent Director

  • Total Votes Polled: 49,906,305 (62.7181% of outstanding shares)
  • In Favor: 49,463,365 (99.1125%)
  • Against: 442,940 (0.8875%)
  • Promoter Group: 44,762,400 votes (97.7261% of shares held), all in favor
  • Public Institutions: 4,464,987 votes (68.3544% of shares held), all in favor
  • Public Others: 678,918 votes (2.4927% of shares held), 235,978 in favor (34.7580%), 442,940 against (65.2420%)

Resolution 8: Continuation of Dr. Harshad Mehta as Chairman

  • Total Votes Polled: 5,143,905 (6.4644% of outstanding shares)
  • In Favor: 5,005,665 (97.3125%)
  • Against: 138,240 (2.6875%)
  • Promoter Group: 0 votes (0.00% of shares held)
  • Public Institutions: 4,464,987 votes (68.3544% of shares held), all in favor
  • Public Others: 678,918 votes (2.4927% of shares held), 540,678 in favor (79.6382%), 138,240 against (20.3618%)

Scrutinizer's Role and Findings

Mrs. Neetu V. Agrawal was appointed as Scrutinizer to scrutinize the remote e-voting process and e-voting during the AGM. Key findings:

  • All votes were scrutinized and reconciled with company records
  • Data was downloaded from CDSL's e-voting website in the presence of two witnesses
  • No invalid votes were cast in any resolution
  • All eight resolutions were passed with requisite majority
  • Voting records will remain in the Scrutinizer's custody until minutes are approved

Compliance Confirmation

The voting process was conducted in compliance with:

  • Section 108 of the Companies Act, 2013
  • Rules 20 and 21 of the Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA General Circular No.20/2020 dated 5th May 2020
  • MCA General Circular No.09/2024 dated 19th September 2024

Additional Information

  • Company CIN: L31109MH1969PLC014322
  • Gujarat Unit: 338, International House, Baska, Halol, Dist. Panchmahals, Gujarat-389350
  • Odisha Unit: Flatted Factory Building, EMC Park, Infovalley, Bhubaneswar, Dist. Khordha, Odisha-752054
  • Total Outstanding Shares: 79,572,400
  • Reference Number: RIR/SEC/13939/2026 dated 1st October, 2026