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

Subros Limited

Meeting Details

The 41st Annual General Meeting of Subros Limited was held on Friday, September 18, 2026, at 11:30 a.m. through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The cut-off date for determining shareholder eligibility to vote was September 11, 2026, on which date there were 57,591 shareholders.

Proposed Resolutions and Implications

Eight resolutions were considered at the AGM:

Ordinary Business:

1. To receive, consider and adopt: (a) Audited standalone financial statements for FY ended March 31, 2026 with reports of board of directors and auditors; and (b) Audited consolidated financial statements for FY ended March 31, 2026 with report of auditors thereon.

2. To declare dividend on equity shares for the financial year ended March 31, 2026.

3. To appoint a director in place of Dr. Jyotsna Suri (DIN: 00004603) who retires by rotation and offers herself for re-appointment.

Special Business:

4. To ratify and approve remuneration of Cost Auditors of the Company.

5. To approve material related party transactions with Global Autotech Limited.

6. To approve material related party transactions with Maruti Suzuki India Limited.

7. To approve continuation of directorship of Dr. Jyotsna Suri (DIN: 00004603) as Non-Executive Director on attaining the age of seventy-five years (Special Resolution).

8. To appoint Mr. Akihiro Deguchi (DIN: 11816470) as Nominee Director.

Voting Process and Methods

The voting was conducted through two methods:

1. Remote e-voting: Managed by National Securities Depository Limited (NSDL) from September 15, 2026 (09:00 a.m. IST) to September 17, 2026 (05:00 p.m. IST).

2. E-voting during AGM: For members attending the meeting who had not voted remotely.

Members who had already voted remotely could attend the AGM but were not entitled to vote again.

Key Voting Outcomes

Overall Participation:

  • Total shares outstanding: 65,235,750
  • Total votes polled across all resolutions: Approximately 48.46 million shares (74.29% turnout)

Resolution-wise Results:

Resolution 1 (Adoption of Financial Statements):

  • Total votes polled: 48,462,399 shares (74.2881% of outstanding shares)
  • Votes in favor: 48,461,447 (99.9980% of votes polled)
  • Votes against: 952 (0.0020% of votes polled)
  • Passed: Yes

Resolution 2 (Dividend Declaration):

  • Total votes polled: 48,464,796 shares (74.2918% of outstanding shares)
  • Votes in favor: 48,463,834 (99.9980% of votes polled)
  • Votes against: 962 (0.0020% of votes polled)
  • Passed: Yes

Resolution 3 (Re-appointment of Dr. Jyotsna Suri):

  • Total votes polled: 42,877,756 shares (65.7274% of outstanding shares)
  • Votes in favor: 42,876,801 (99.9978% of votes polled)
  • Votes against: 955 (0.0022% of votes polled)
  • Passed: Yes

Resolution 4 (Remuneration of Cost Auditors):

  • Total votes polled: 48,464,796 shares (74.2918% of outstanding shares)
  • Votes in favor: 48,463,602 (99.9975% of votes polled)
  • Votes against: 1,194 (0.0025% of votes polled)
  • Passed: Yes

Resolution 5 (RPT with Global Autotech):

  • Total votes polled: 24,464,796 shares (37.5021% of outstanding shares)
  • Votes in favor: 24,413,339 (99.7897% of votes polled)
  • Votes against: 51,457 (0.2103% of votes polled)
  • Passed: Yes
  • Voting of related party excluded/not considered

Resolution 6 (RPT with Maruti Suzuki India):

  • Total votes polled: 48,464,796 shares (74.2918% of outstanding shares)
  • Votes in favor: 48,413,339 (99.8938% of votes polled)
  • Votes against: 51,457 (0.1062% of votes polled)
  • Passed: Yes

Resolution 7 (Continuation of Dr. Suri's Directorship - Special Resolution):

  • Total votes polled: 42,877,756 shares (65.7274% of outstanding shares)
  • Votes in favor: 42,876,191 (99.9964% of votes polled)
  • Votes against: 1,565 (0.0036% of votes polled)
  • Passed: Yes
  • Voting of related party excluded/not considered

Resolution 8 (Appointment of Mr. Akihiro Deguchi):

  • Total votes polled: 48,464,796 shares (74.2918% of outstanding shares)
  • Votes in favor: 48,413,159 (99.8935% of votes polled)
  • Votes against: 51,637 (0.1065% of votes polled)
  • Passed: Yes

Category-wise Participation:

  • Promoter and Promoter Group: Held 24,000,000 shares (36.79% of total)
  • Public Institutions: Held 7,405,279 shares (11.35% of total)
  • Public-Non Institutions: Held 33,830,471 shares (51.86% of total)

Promoter participation was 100% for most resolutions, while public institution participation was approximately 96.30% and public non-institution participation was approximately 51.24%.

Scrutinizer's Role and Findings

RSM & Co. Company Secretaries was appointed as the Scrutinizer for both remote e-voting and e-voting during the AGM. The scrutinizer ensured the voting process was fair and transparent and submitted a consolidated report.

The counting process was conducted by unblocking the results on the NSDL e-voting platform in the presence of two witnesses (Abhishek Gupta and Siddhi Agarwal) who were not employed by the Company or NSDL.

The scrutinizer confirmed that all seven ordinary resolutions and one special resolution were passed with the requisite majority.

Compliance with Laws and Regulations

The Company complied with the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The notice of AGM was published in Financial Express (English) and Jansatta (Hindi) on August 27, 2026, and hosted on the company's website and stock exchange websites. The notice and annual report were sent electronically to members whose email addresses were registered.