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

SRM Contractors Limited

Meeting Details

The 18th Annual General Meeting was held on 30th September 2026. The meeting commenced at 1:05 PM after ascertaining requisite quorum and concluded at 1:29 PM. The meeting was conducted through Video Conferencing/Other Audio Visual Means (VC/OAVM) in compliance with MCA circulars and SEBI circulars.

Proposed Resolutions and Implications

The AGM considered and passed 16 resolutions covering ordinary and special business:

Ordinary Business:

1. Adoption of audited standalone and consolidated financial statements for FY ended March 31, 2026 with Board of Directors and Auditors reports

2. Re-appointment of Ms. Ashley Mehta (DIN: 08068781) as Non-Executive Director retiring by rotation

3. Appointment of M/s Rohit KC Jain & Co. as statutory auditors for 5 years

4. Change in designation of Ms. Ashley Mehta from Non-Executive to Executive Director

5. Increase in authorized share capital and consequential alteration of Memorandum of Association

8. Ratification of remuneration payable to M/s Verma Khushwinder & Co, Cost Accountants for FY 2026-27

11. Material related party transactions with SRM-RAJINDER PROJECTS (Joint Venture)

12. Material related party transactions with ECI-SRM PROJECTS (Joint Venture)

13. Material related party transactions with SRM-RSB PROJECTS (Joint Venture)

14. Material related party transactions with SRM-RKCPL PROJECTS (Joint Venture)

16. Material related party transactions with Maccaferri Environmental Solutions Private Limited (Related Party)

Special Business:

6. Raising funds through Qualified Institutional Placement to eligible investors

7. Issue of up to 19,34,236 fully convertible warrants to Promoter & Promoter Group on preferential basis

9. Increase in borrowing limit from ₹1000 crores to ₹2000 crores under Section 180(1)(c) of Companies Act 2013

10. Creation of charge/mortgage on assets and undertaking under Section 180(1)(a) of Companies Act 2013

15. Material related party transactions with Maccaferri Infrastructure Private Limited (Subsidiary)

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting facilitated by National Securities Depository Limited (NSDL)
  • E-voting during the AGM

The e-voting period remained open from 27th September 2026 at 9:00 AM IST to 29th September 2026 at 5:00 PM IST. Members holding shares as of the cut-off date (23rd September 2026) were entitled to vote. Public advertisements were published in Financial Express (English) and Hind Samachar (Urdu) on 16th September 2026.

Key Voting Outcomes

Overall Participation:

  • Total shareholders on record date: 22,372
  • Total shares outstanding: 22,944,200
  • Total votes cast: 15,897,739 shares (69.28% of outstanding shares)
  • Promoters participated through video conferencing: 3 members

Resolution-wise Results:

Resolution 1 (Financial Statements Adoption):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 2 (Director Re-appointment):

  • Total votes: 170,447 (0.74% participation)
  • In favor: 170,376 (99.96%)
  • Against: 71 (0.04%)
  • Promoter & Promoter Group: 128,334 votes (0.77% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 3 (Auditor Appointment):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 4 (Designation Change):

  • Total votes: 170,447 (0.74% participation)
  • In favor: 170,376 (99.96%)
  • Against: 71 (0.04%)
  • Promoter & Promoter Group: 128,334 votes (0.77% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 5 (Share Capital Increase):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 6 (QIP Fundraising):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,456 (99.99%)
  • Against: 283 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 96.55% in favor, 3.45% against

Resolution 7 (Preferential Warrants):

  • Total votes: 42,113 (0.18% participation)
  • In favor: 42,022 (99.78%)
  • Against: 91 (0.22%)
  • Promoter & Promoter Group: 0 votes (0% participation)
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 98.89% in favor, 1.11% against

Resolution 8 (Cost Auditor Remuneration):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 9 (Borrowing Limit Increase):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 10 (Charge Creation):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,648 (99.99%)
  • Against: 91 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 98.89% in favor, 1.11% against

Resolution 11 (Related Party Transaction - SRM-RAJINDER):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 12 (Related Party Transaction - ECI-SRM):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 13 (Related Party Transaction - SRM-RSB):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 14 (Related Party Transaction - SRM-RKCPL):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 15 (Related Party Transaction - MIPL Subsidiary):

  • Total votes: 14,273,113 (62.21% participation)
  • In favor: 14,273,042 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 14,231,000 votes (85.44% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Resolution 16 (Related Party Transaction - MESPL):

  • Total votes: 15,897,739 (69.28% participation)
  • In favor: 15,897,668 (99.99%)
  • Against: 71 (0.01%)
  • Promoter & Promoter Group: 15,855,626 votes (95.19% participation), 100% in favor
  • Public Institutions: 33,918 votes (33.75% participation), 100% in favor
  • Public Non-Institutions: 8,195 votes (0.13% participation), 99.13% in favor, 0.87% against

Scrutinizer's Role and Findings

Mr. Dhaman Kumar Pandoh, Proprietor of M/s. D.K. Pandoh & Associates, Practicing Company Secretaries, was appointed as scrutinizer pursuant to Section 108 of Companies Act 2013 and Regulation 44 of SEBI LODR. His responsibilities included scrutinizing remote e-voting and e-voting during the AGM.

The scrutinizer confirmed:

  • Compliance with MCA circulars and SEBI circulars for conducting AGM through VC/OAVM
  • Proper publication of advertisements in required newspapers
  • E-voting was conducted by NSDL as the appointed agency
  • All resolutions were passed with requisite majority
  • Voting records were handed over to the Compliance Officer for safe custody

Compliance Confirmation

The disclosure confirms compliance with applicable laws and regulations including:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • MCA General Circulars regarding conduct of meetings through VC/OAVM
  • SEBI Circulars regarding e-voting processes

Additional Information

  • Company CIN: L45400JK2008PLC002933
  • The company was formerly known as 'SRM CONTRACTORS PRIVATE LIMITED'
  • GSTIN: 01AAMCS4397M1ZT
  • Telefax: 0191 2472729