Meeting Details

The voting was conducted entirely through remote e-voting without a physical meeting. The cut-off date for determining shareholder eligibility was July 03, 2026. The e-voting period commenced on Tuesday, July 07, 2026, at 9:00 AM IST and concluded on Wednesday, August 05, 2026, at 5:00 PM IST, with August 05, 2026, being recognized as the date of passing for all resolutions.

Proposed Resolutions and Implications

Shareholders voted on four distinct resolutions:

1. Ordinary Resolution: To Increase the Authorised Share Capital of the Company and Consequent Alteration to the Capital Clause of the Memorandum of Association.

2. Special Resolution: To Increase the Threshold of Loans/Guarantees, providing Securities and making Investments in Securities under Section 186 of the Companies Act, 2013.

3. Special Resolution: Issuance of Equity Shares to the Shareholders of Avenir International Engineers and Consultants LLC, Abu Dhabi, on a Preferential basis for Consideration other than cash by way of Swap of equity shares.

4. Special Resolution: To Increase in the Overall Borrowing Limit Of The Company in accordance with the provisions of Section 180(1)(C) of the Companies Act, 2013.

The promoter and promoter group were not interested in any of the agendas/resolutions.

Voting Process and Methods

The company utilized the remote e-voting facility offered by Central Depository Services (India) Limited (CDSL) via their platform http://www.evotingindia.com. The notice of the postal ballot was dispatched via email to all members on the register as of July 03, 2026, and was advertised in Business Standard (English) and Makkal Kural (Tamil) on July 07, 2026. No physical polling or postal ballot forms were used; voting was exclusively electronic.

Key Voting Outcomes

Resolution 1: Increase in Authorised Share Capital (Ordinary Resolution)

  • Total Votes Cast: 230,986,746 shares
  • Votes in Favor: 228,644,573 shares (98.99%)
  • Votes Against: 2,342,173 shares (1.01%)
  • Shareholder Participation: 663 members voted

Resolution 2: Increase in Threshold under Section 186 (Special Resolution)

The resolution was passed by members with requisite majority. Specific vote counts were not provided in the scrutinizer's summary for this resolution but are detailed in the annexure.

Resolution 3: Preferential Issuance via Share Swap (Special Resolution)

  • Total Votes Cast: 230,924,550 shares
  • Votes in Favor: 228,547,826 shares (98.97%)
  • Votes Against: 2,376,724 shares (1.03%)
  • Shareholder Participation: 661 members voted

Resolution 4: Increase in Overall Borrowing Limit (Special Resolution)

  • Total Votes Cast: 230,924,550 shares
  • Votes in Favor: 222,844,706 shares (96.50%)
  • Votes Against: 8,079,844 shares (3.50%)
  • Shareholder Participation: 661 members voted

Category-Wise Voting Breakdown (Annexure-I)

The total number of shareholders on the record date (July 03, 2026) was 322,792.

Resolution 1 Breakdown:

  • Promoter & Promoter Group: Held 217,595,982 shares. 217,595,982 votes cast (100% turnout), all in favor.
  • Public Institutions: Held 292,888,303 shares. 5,128,110 votes cast (1.75% turnout), all 5,128,110 in favor.
  • Public Non-Institutions: Held 1,422,457,642 shares. 8,262,654 votes cast (0.58% turnout). 5,920,481 in favor (71.65%), 2,342,173 against (28.35%).
  • Overall Turnout: 11.95% of total outstanding shares voted.

Resolution 2 Breakdown:

  • Promoter & Promoter Group: 217,595,982 votes cast, all in favor.
  • Public Institutions: 5,128,110 votes cast. 593,901 in favor (11.58%), 4,534,209 against (88.42%).
  • Public Non-Institutions: 8,200,458 votes cast. 5,864,784 in favor (71.52%), 2,335,674 against (28.48%).
  • Overall Result: 97.03% in favor, 2.97% against.

Resolution 4 Breakdown:

  • Promoter & Promoter Group: 217,595,982 votes cast, all in favor.
  • Public Institutions: 5,128,110 votes cast. 593,901 in favor (11.58%), 4,534,209 against (88.42%).
  • Public Non-Institutions: 8,200,458 votes cast. 4,654,823 in favor (56.76%), 3,545,635 against (43.24%).
  • Overall Result: 96.50% in favor, 3.50% against.

Scrutinizer's Role and Findings

D. Saravanan, a Practising Company Secretary (COP No: 22608) and Designated Partner of Alagar & Associates LLP (Firm Registration No. L2025TN019200), was appointed as the Scrutinizer. His responsibilities included scrutinizing the e-voting process to ensure it was fair and transparent and ascertaining the requisite majority for each resolution. He confirmed that all resolutions were passed with the required majority. The electronic data and records related to the e-voting will remain in the scrutinizer's safe custody until the Chairperson approves and signs the minutes, after which they will be handed over to the Company Secretary.

Compliance Confirmation

The process was conducted in compliance with:

  • Sections 108 and 110 of the Companies Act, 2013
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of the SEBI (LODR) Regulations, 2015
  • Multiple MCA General Circulars (No. 14/2020, 17/2020, 20/2020, 02/2021, 02/2022, 10/2022, 09/2023, 09/2024, 03/2025)