Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Rossell Techsys Limited

Meeting Details

The 4th Annual General Meeting was held on Thursday, September 24, 2026, at 11:00 A.M. IST through Video Conference/Other Audio Visual Means (VC/OAVM). The meeting concluded at 12:05 A.M. The record date for determining shareholder eligibility was September 17, 2026, with 29,687 shareholders on record.

Shareholder Participation

  • Physical attendance: 0 shareholders from both promoter and public categories
  • Virtual attendance: 2 shareholders from promoter group and 75 public shareholders
  • Total shareholders present: 77

Proposed Resolutions and Implications

Five resolutions were proposed and passed:

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

2. Ordinary Resolution: To appoint Mr. Harsh Mohan Gupta (DIN: 00065973) as Director who retires by rotation

3. Ordinary Resolution: To declare Final Dividend of ₹0.30 (Thirty Paise) per equity share for FY 2025-26

4. Special Resolution: Re-appointment of Mr. Arvind Ghei as Independent Director

5. Special Resolution: Re-appointment of Ms. Shobhana Joshi as Independent Director

Voting Process and Methods

The voting was conducted through two methods:

  • Remote e-voting: Available through NSDL from September 20, 2026 (9:00 AM IST) to September 23, 2026 (5:00 PM IST)
  • E-voting during AGM: Provided for shareholders present at the virtual meeting who hadn't voted remotely

The votes were unblocked on September 24, 2026, at 12:47 PM IST in the presence of two independent witnesses: Ms. Jovita Lobo and Mr. Shamanth K Bhat.

Key Voting Outcomes

Overall Participation

  • Total shares outstanding: 37,696,475
  • Total votes polled: 28,736,436 shares (76.23% of outstanding shares)

Resolution-wise Results:

Resolution 1 - Adoption of Financial Statements

  • Total votes in favor: 28,735,202 (99.9957%)
  • Total votes against: 1,234 (0.0043%)
  • Category-wise breakdown:
  • Promoter & Promoter Group: 26,350,916 votes (100% in favor)
  • Public Institutions: 2,260,738 votes (100% in favor, 91.99% participation)
  • Public Non-Institutions: 124,782 votes (99.01% in favor, 1.40% participation)

Resolution 2 - Reappointment of Mr. Harsh Mohan Gupta

  • Total votes in favor: 28,734,892 (99.9951%)
  • Total votes against: 1,391 (0.0048%)
  • Category-wise breakdown:
  • Promoter & Promoter Group: 26,350,916 votes (100% in favor)
  • Public Institutions: 2,260,738 votes (100% in favor)
  • Public Non-Institutions: 124,629 votes (98.88% in favor)

Resolution 3 - Final Dividend Declaration

  • Total votes in favor: 28,735,055 (99.9952%)
  • Total votes against: 1,381 (0.0048%)
  • Category-wise breakdown:
  • Promoter & Promoter Group: 26,350,916 votes (100% in favor)
  • Public Institutions: 2,260,738 votes (100% in favor)
  • Public Non-Institutions: 124,782 votes (98.89% in favor)

Resolution 4 - Reappointment of Mr. Arvind Ghei

  • Total votes in favor: 28,735,029 (99.9956%)
  • Total votes against: 1,254 (0.0004%)
  • Category-wise breakdown:
  • Promoter & Promoter Group: 26,350,916 votes (100% in favor)
  • Public Institutions: 2,260,738 votes (100% in favor)
  • Public Non-Institutions: 124,629 votes (98.99% in favor)

Resolution 5 - Reappointment of Ms. Shobhana Joshi

  • Total votes in favor: 28,735,029 (99.9956%)
  • Total votes against: 1,254 (0.0004%)
  • Category-wise breakdown:
  • Promoter & Promoter Group: 26,350,916 votes (100% in favor)
  • Public Institutions: 2,260,738 votes (100% in favor)
  • Public Non-Institutions: 124,629 votes (98.99% in favor)

Scrutinizer's Role and Findings

Mr. Biswajit Ghosh (FCS: 8750/CP: 8239), Designated Partner of BMP & Co. LLP, was appointed as Scrutinizer to conduct the remote e-voting process. His responsibilities included:

  • Scrutinizing and reviewing remote e-voting and votes cast during AGM
  • Preparing consolidated report on voting results
  • Ensuring votes were counted accurately from NSDL's e-voting system data

The scrutinizer confirmed that all voting materials and records would remain in their custody until the chairman approves and signs the minutes, after which they would be handed over to the Company Secretary.

Compliance Confirmation

The company confirmed compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
  • Relevant MCA and SEBI circulars regarding electronic voting and virtual meetings

The company also committed to hosting the voting results on its website and NSDL's website (www.evoting.nsdl.com) as required.

Additional Information

  • Company CIN: L29299WB2022PLC258641
  • Scrutinizer's Office: BMP & Co. LLP, 24th Floor, Aishwarya Sampurna, No. 79/1, Vani Vilas Road, Basavanagudi, Bengaluru - 560 004