Meeting Details

The 20th Annual General Meeting of TBO Tek Limited was held on Thursday, August 27, 2026. The meeting commenced at 12:00 Noon (IST) and concluded at 12:55 PM (IST). It was conducted through Video Conferencing/Other Audio Visual Means (VC/OAVM), with the deemed venue being the Registered Office of the Company. The meeting was held in accordance with circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI).

Resolutions and Implications

All seven resolutions set out in the AGM Notice dated July 29, 2026, were passed with the requisite majority. The resolutions comprised:

Ordinary Business:

  • Item 1: To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, together with Reports of the Auditors and Board of Directors of the Company (Ordinary Resolution).
  • Item 2: To re-appoint Mr. Ankush Nijhawan (DIN: 01112570) as a Director liable to retire by rotation (Ordinary Resolution). Mr. Nijhawan abstained from discussion on this item.

Special Business:

  • Item 3: To re-appoint Mr. Ravindra Dhariwal (DIN: 00003922) as a Non-Executive Independent Director for a second term (Special Resolution). Mr. Dhariwal was interested in this item and did not chair its discussion.
  • Item 4: To re-appoint Mr. Rahul Bhatnagar (DIN: 02329931) as a Non-Executive Independent Director for a second term (Special Resolution). Mr. Bhatnagar was interested in this item and abstained from its discussion.
  • Item 5: To re-appoint Ms. Anuranjita Kumar (DIN: 05283847) as a Non-Executive Independent Director for a second term (Special Resolution).
  • Item 6: To re-appoint Mr. Bhaskar Pramanik (DIN: 00316650) as a Non-Executive Independent Director for a second term (Special Resolution).
  • Item 7: Approval of remuneration for Non-Executive Directors (including Independent Directors) of the Company (Special Resolution).

Voting Process

The Company provided a remote e-voting facility for members holding shares on the cut-off date of Friday, August 21, 2026. The remote e-voting period started at 9:00 a.m. (IST) on Sunday, August 23, 2026, and ended at 5:00 p.m. (IST) on Wednesday, August 26, 2026. Members participating in the AGM who had not cast their votes via remote e-voting were provided an opportunity to cast their votes through e-voting at the meeting itself. The e-voting on the NSDL platform remained open for 15 minutes after the meeting's conclusion.

Key Attendance

Directors Present:

  • Mr. Ravindra Dhariwal (Chairman and Non-Executive Independent Director)
  • Mr. Ankush Nijhawan (Joint Managing Director and Chairman of Corporate Social Responsibility Committee)
  • Mr. Gaurav Bhatnagar (Joint Managing Director and Chairman of Risk Management Committee)
  • Mr. Akshat Verma (Whole-time Director & CTO)
  • Mr. Rahul Bhatnagar (Non-Executive Independent Director and Chairman of Audit Committee)
  • Ms. Anuranjita Kumar (Non-Executive Independent Director and Chairperson of Stakeholders Relationship Committee)
  • Mr. Shantanu Rastogi (Non-Executive (Nominee) Director and Chairman of Innovation Committee; also representing Nomination & Remuneration Committee in the absence of its Chair)

In Attendance:

  • Ms. Neera Chandak (Company Secretary & Compliance Officer)

Invitees:

  • Mr. Vikas Jain (Chief Financial Officer)
  • Mr. Mayank Kalra (Manager – M/s. S.R. Batliboi & Co. LLP, Statutory Auditors)
  • Mr. Neelesh Jain (Proprietor – M/s. NKJ & Associates, Secretarial Auditors)
  • Mr. Ananay Jain (Partner – M/s. Grant Thornton Bharat LLP, Internal Auditors)

A quorum of 75 members was present at the AGM through VC.

Scrutinizer Appointment and Results Declaration

The Board of Directors appointed Ms. Shirin Bhatt, a Practicing Company Secretary, as the Scrutinizer to scrutinize the e-voting process (both remote and at the AGM) in a fair and transparent manner. It was informed that the consolidated results of the voting would be declared within two working days from the conclusion of the meeting. The results, along with the Scrutinizer's Report, are to be placed on the company's website (www.tbo.com), the NSDL website (www.evoting.nsdl.com), at the registered office of the Company, and communicated to the BSE Limited and the National Stock Exchange of India Limited.

Compliance and Other Information

The meeting was conducted in compliance with the Companies Act, SEBI Listing Regulations (LODR), and relevant circulars from MCA and SEBI. The Annual Report for FY 2025-26, containing the Board's report and financial statements, had been circulated to members via email prior to the meeting and was taken as read. The Statutory Auditor's Report and Secretarial Auditor's Report for FY 2025-26 did not contain any qualification, observation, adverse remark, or disclaimer, though they did include an emphasis of matter and a note, respectively; thus, they were not required to be read aloud. Statutory Registers and other relevant documents were available for electronic inspection.