Meeting Details

  • Date: Monday, July 20, 2026
  • Time: 11:00 A.M. to 12:08 P.M. (IST)
  • Location: Conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Type: 17th Annual General Meeting
  • Record Date: July 13, 2026
  • Total Shareholders on Record Date: 89,110

Proposed Resolutions and Implications

The AGM considered and approved eight resolutions:

1. Ordinary Resolution: Adoption of audited standalone financial statements for FY 2025-26 and reports of Board of Directors and Auditors

2. Ordinary Resolution: Adoption of audited consolidated financial statements for FY 2025-26 and report of Auditors

3. Ordinary Resolution: Declaration of dividend of ₹0.50 (25%) per equity share of face value ₹2/- each for FY 2025-26

4. Ordinary Resolution: Appointment of Mr. Edward Menezes (DIN: 00149205) as director liable to retire by rotation

5. Ordinary Resolution: Approval of Material Related Party Transaction(s) with Unitop Chemicals Private Limited

6. Special Resolution: Appointment of Mr. Udeypaul Singh Gill (DIN: 00004340) as Non-Executive, Independent Director

7. Special Resolution: Re-appointment of Ms. Esha Padmanabhan Achan (DIN: 10350369) as Non-Executive, Independent Director

8. Ordinary Resolution: Ratification of remuneration payable to M/s. R. Shetty & Associates, Cost Auditors for FY 2026-27

Voting Process and Methods

  • Remote e-voting period: Friday, July 17, 2026 (09:00 A.M. IST) to Sunday, July 19, 2026 (05:00 P.M. IST)
  • E-voting at AGM: Available during the meeting and for 15 minutes post-conclusion
  • Scrutinizer: M/s. Shah Patel & Associates, Practicing Company Secretaries (Firm Registration No. P2015MH046300), represented by Mr. Swapneel Patel
  • Voting platform: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)

Key Voting Outcomes

Overall Participation

  • Total shares outstanding: 55,391,616
  • Total votes polled: 46,116,443 shares (83.2553% of outstanding shares)
  • Shareholder attendance: 48 shareholders attended through VC/OAVM (9 Promoters, 39 Public)

Resolution-wise Results:

Resolution 1 (Standalone Financials)

  • Total votes: 46,115,090 (83.2528%)
  • In favor: 46,114,883 (99.9996%)
  • Against: 207 (0.0004%)
  • Invalid: 131,013

Resolution 2 (Consolidated Financials)

  • Total votes: 46,115,090 (83.2528%)
  • In favor: 46,114,883 (99.9996%)
  • Against: 207 (0.0004%)
  • Invalid: 131,013

Resolution 3 (Dividend Declaration)

  • Total votes: 46,116,441 (83.2553%)
  • In favor: 46,116,234 (99.9996%)
  • Against: 207 (0.0004%)
  • Invalid: 131,013

Resolution 4 (Director Appointment - Edward Menezes)

  • Total votes: 46,116,443 (83.2553%)
  • In favor: 46,116,100 (99.9993%)
  • Against: 341 (0.0007%)
  • Invalid: 131,013

Resolution 5 (Related Party Transaction)

  • Promoters did not vote as required by SEBI Regulation 23(4)
  • Total votes: 8,335,688 (15.0486%)
  • In favor: 8,335,359 (99.9961%)
  • Against: 329 (0.0039%)
  • Invalid: 164,268

Resolution 6 (Independent Director - Udeypaul Singh Gill)

  • Total votes: 46,116,443 (83.2553%)
  • In favor: 46,116,142 (99.9993%)
  • Against: 301 (0.0007%)
  • Invalid: 131,013

Resolution 7 (Independent Director - Esha Padmanabhan Achan)

  • Total votes: 46,116,443 (83.2553%)
  • In favor: 46,116,142 (99.9993%)
  • Against: 301 (0.0007%)
  • Invalid: 131,013

Resolution 8 (Cost Auditor Remuneration)

  • Total votes: 46,116,443 (83.2553%)
  • In favor: 46,116,222 (99.9995%)
  • Against: 221 (0.0005%)
  • Invalid: 131,013

Category-wise Voting Breakdown:

Promoter & Promoter Group (37,745,500 shares - 68.14%)

  • 100% participation in all resolutions except Resolution 5 (where they abstained as required)
  • 100% votes in favor where they participated

Public Institutions (9,200,793 shares - 16.61%)

  • Average participation: 89.74%
  • 100% votes in favor across all resolutions

Public Non-Institutions (8,445,323 shares - 15.24%)

  • Average participation: 1.35%
  • Over 99.62% votes in favor across resolutions

Scrutinizer's Role and Findings

Mr. Swapneel Patel of M/s. Shah Patel & Associates was appointed as Scrutinizer to scrutinize the votes cast through remote e-voting and electronic voting at the AGM. The scrutinizer:

  • Received complete record of votes from the e-voting platform
  • Unblocked votes at 12:25 P.M. on July 20, 2026, after conclusion of e-voting at AGM
  • Verified authorization documents from corporate members
  • Certified that all resolutions were passed with requisite majority

Compliance Confirmation

The meeting was conducted in compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • General Circular nos. 14/2020, 17/2020, 20/2020, and subsequent circulars including latest circular no. 03/2025 dated September 22, 2025

Additional Information

  • Dividend will be credited to members within 10 working days from conclusion of AGM
  • 7 shareholder members spoke/raised queries during the meeting
  • All directors, statutory auditors, and secretarial auditor attended the meeting
  • Documents available on company website: www.rossari.com and MUFG Intime website: instavote.linkintime.co.in