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

NSE Symbol: SGMART

Meeting Details

The 41st Annual General Meeting was convened through Video Conferencing (VC)/Other Audio Visual Means (OAVM) on September 19, 2026, from 11:00 AM to 11:31 AM. The meeting was conducted in compliance with MCA General Circulars and SEBI regulations regarding virtual meetings.

Proposed Resolutions and Implications

The notice dated August 25, 2026, contained eight resolutions for shareholder approval:

Ordinary Business:

1. Adoption of Audited Financial Statements (Consolidated and Standalone) for FY ended March 31, 2026, with Board and Auditor reports

2. Re-appointment of Shri Amit Thakur (DIN: 10732682) as director retiring by rotation

3. Ratification of remuneration of Cost Auditors, M/s HMVN & Associates, for FY 2026-27

Special Business:

4. Appointment of Shri Sanjay Gupta (DIN: 00233188) as Chairman & Managing Director

5. Appointment of Shri Rohan Gupta (DIN: 08598622) as Whole-time Director (Special Resolution)

6. Appointment of Shri Chakram Kumar Singh (DIN: 11108837) as Non-Executive Director (Special Resolution)

7. Appointment of Ms. Shruti Shrivastava (DIN: 08697973) as Non-Executive Independent Director (Special Resolution)

8. Revision in remuneration of Shri Amit Thakur (DIN: 10732682), Whole-time Director (Special Resolution)

Voting Process and Methods

The company appointed National Securities Depository Limited (NSDL) to facilitate both remote e-voting and e-voting during the AGM. The record date was set as September 12, 2026, with 24,772 shareholders eligible to vote.

Remote e-voting was available from September 16, 2026 (9:00 AM) to September 18, 2026 (5:00 PM). Members who voted remotely were blocked from voting again during the AGM.

E-voting during AGM was available only to members who attended the meeting through VC/OAVM and had not voted through remote e-voting.

Key Voting Outcomes

Overall Participation:

  • Total shareholders on record date: 24,772
  • Shareholders attending meeting through VC: 39 (3 Promoters, 36 Public)
  • Total votes cast: 77,554,451 shares representing 61.5340% of outstanding shares
  • All 8 resolutions were passed

Resolution-wise Results:

Item 1 - Adoption of Financial Statements (Ordinary Resolution)

  • Total votes: 77,554,451 (100% of votes cast)
  • In favor: 77,554,449 shares (100.0000%)
  • Against: 2 shares (0.0000%)

Item 2 - Re-appointment of Amit Thakur (Ordinary Resolution)

  • Total votes: 77,554,451 (100% of votes cast)
  • In favor: 76,491,852 shares (98.6299%)
  • Against: 1,062,599 shares (1.3701%)

Item 3 - Ratification of Cost Auditor Remuneration (Ordinary Resolution)

  • Total votes: 77,554,451 (100% of votes cast)
  • In favor: 77,554,449 shares (100.0000%)
  • Against: 2 shares (0.0000%)

Item 4 - Appointment of Sanjay Gupta as CMD (Ordinary Resolution)

  • Total votes: 77,554,451 (100% of votes cast)
  • In favor: 76,491,853 shares (98.6299%)
  • Against: 1,062,598 shares (1.3701%)

Item 5 - Appointment of Rohan Gupta as Whole-time Director (Special Resolution)

  • Total votes: 77,554,451 (100% of votes cast)
  • In favor: 76,153,635 shares (98.1938%)
  • Against: 1,400,816 shares (1.8062%)

Item 6 - Appointment of Chakram Kumar Singh as Non-Executive Director (Special Resolution)

  • Total votes: 77,554,451 (100% of votes cast)
  • In favor: 77,216,231 shares (99.5639%)
  • Against: 338,220 shares (0.4361%)

Item 7 - Appointment of Shruti Shrivastava as Independent Director (Special Resolution)

  • Total votes: 77,554,451 (100% of votes cast)
  • In favor: 77,554,449 shares (100.0000%)
  • Against: 2 shares (0.0000%)

Item 8 - Revision in Remuneration of Amit Thakur (Special Resolution)

  • Total votes: 77,554,451 (100% of votes cast)
  • In favor: 77,554,449 shares (100.0000%)
  • Against: 2 shares (0.0000%)

Category-wise Voting Breakdown:

The detailed tables show voting patterns by shareholder category (Promoter & Promoter Group, Public Institutions, Public Non-Institutions) for each resolution, with percentage participation and approval rates.

Scrutinizer's Role and Findings

Shri Jatin Gupta, Proprietor of Jatin Gupta & Associates (FCS 5651, CP 5236), was appointed as scrutinizer by the Board of Directors. His responsibilities included:

  • Scrutinizing both remote e-voting and e-voting during the AGM
  • Ensuring members who voted remotely did not vote again during the meeting
  • Submitting a consolidated report of voting results
  • Maintaining custody of voting records until handed over to the company secretary

The scrutinizer verified that the e-voting process was conducted properly and that votes were unblocked in the presence of two independent witnesses (Mr. Sumit Kumar and Mr. Nitin Dawar) after the AGM concluded.

Compliance Confirmation

The company confirmed compliance with:

  • Companies Act, 2013 and Rules made thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA General Circulars regarding virtual meetings
  • Secretarial Standard - 2 issued by ICSI
  • All applicable laws and regulations

Additional Information

  • The AGM notice was dispatched on August 25, 2026, via email to registered members and physical letters to others
  • The notice and annual report were available on company website (www.sgmart.co.in) and stock exchange websites
  • Total outstanding shares: 126,035,200
  • The scrutinizer's report was issued on September 19, 2026
  • Company registered office: H. No. 37, Ground Floor, Hargovind Enclave, Vikas Marg, Delhi-110092
  • Corporate office: SG Centre, Plot No. 37C, Block-B, Sector-132, Maharishi Nagar, Gautam Buddha Nagar, Noida, Uttar Pradesh