Tarmat AGM Rejects Amit Shah Reappointment Resolution

Meeting Details

Date: Wednesday, 30th September, 2026
Time: 02.00 P.M. to 02.50 P.M.
Location: Conducted through Video Conference / Other Audio Visual Means
Type: 41st Annual General Meeting

Proposed Resolutions and Implications

The AGM considered eight resolutions:

1. Adoption of Audited Financial Statements for year ended 31.03.2026

2. Re-appointment of Mr. Dilip Varghese (DIN: 01424196) as Managing Director

3. Re-appointment of M/s. Hegde & Associates (FRN: 103610W) as Statutory Auditor for second term of five years

4. Payment of remuneration to Mr. Jerry Varghese (DIN: 00012905) as Non-Executive Director

5. Re-appointment and remuneration to Mr. Dilip Varghese (DIN: 01424196) as Managing Director and Key Managerial Personnel

6. Re-appointment and remuneration to Mr. Amit Atmaram Shah (DIN: 08467309) as Executive Director and Key Managerial Personnel for three years from October 1, 2026

7. Re-appointment of Mr. Krishan Kumar Kinra as Independent Director for second term of five years

8. Ratification of remuneration to Mr. Satish Shah, Cost Accountant for FY 2026-27

Voting Process and Methods

Remote e-voting facility provided through Bigshare Services Pvt. Ltd.
Remote e-voting period: Tuesday, 26th September, 2026 at 9:00 a.m. to Saturday, 29th September, 2026 at 5:00 p.m.
E-voting during AGM: Facility remained open for 15 minutes during the meeting
Scrutinizer: Mr. Prashant Diwan, Practising Company Secretary (UDIN: FO01403H001681598)

Key Voting Outcomes

Consolidated Results:

| 1 | Adoption of Financial Statements | 100 | 0 |

| 2 | Reappointment of Dilip Varghese | 100 | 0 |

| 3 | Reappointment of Statutory Auditor | 100 | 0 |

| 4 | Remuneration to Jerry Varghese | 100 | 0 |

| 5 | Reappointment & remuneration to Dilip Varghese | 100 | 0 |

| 6 | Reappointment & remuneration to Amit Atmaram Shah | 11.18 | 88.82 |

| 7 | Reappointment of Krishan Kumar Kinra | 100 | 0 |

| 8 | Ratification of Cost Auditor remuneration | 100 | 0 |

Detailed Voting on Item No. 6:

Total valid votes cast: 1,46,82,530
Votes in favor (Assent): 16,40,879 (11.18%)
Votes against (Dissent): 1,30,41,651 (88.82%)

Scrutinizer's Role and Findings

Mr. Prashant Diwan, Practising Company Secretary, was appointed as scrutinizer for the e-voting process. He carried out scrutiny of all electronic votes received during the remote e-voting period and votes cast during the AGM. He submitted his report dated 30th September, 2026 on the same day.

The scrutinizer confirmed that Resolution Nos. 1 to 5 and 7 to 8 were duly approved by shareholders with requisite majority. However, Item No. 6 (reappointment of Mr. Amit Atmaram Shah) failed to meet the requirement under Section 114(2) of the Companies Act, 2013, which requires votes in favor to be not less than three times the votes cast against.

Compliance with Laws and Regulations

The meeting was conducted in compliance with Ministry of Corporate Affairs circulars permitting AGMs through video conferencing. The company provided remote e-voting facility as required under the Companies Act, 2013 and SEBI LODR Regulations.

Outcome and Implications

Since the resolution for reappointment of Mr. Amit Atmaram Shah was not passed by the members, he automatically retired as Executive Director and Key Managerial Personnel of the Company with effect from close of business hours on September 30, 2026.

Attendance

139 members attended through video conferencing
Board members present: Jerry Varghese (Chairman), Dilip Varghese (Managing Director), Krishan Kumar Kinra (Independent Director), Amit Shah (Executive Director), Dr. Kishanrao M. Godbole (Independent Director), Ms. Priyanka Bhushan Sahani (Independent Director)
Other attendees: Mr. S. Chakraborty (CFO & Company Secretary), Mr. Manoj Shetty (Statutory Auditor), Mr. Prashant Diwan (Scrutinizer), Mr. Satish Shah (Cost Auditor)
Mr. Pranav B. Pandya (Assistant to Company Secretary) conducted the proceedings as Mr. Chakraborty was unwell