Meeting Details

The approval was sought through a postal ballot with remote e-voting, not a physical meeting. The remote e-voting period commenced on Saturday, May 30, 2026, at 09:00 A.M. IST and ended on Sunday, June 28, 2026, at 05:00 P.M. IST.

Summary of Proposed Resolutions and Implications

Four special resolutions were proposed for shareholder approval:

1. Re-appointment of Mr. Mekin Maheshwari (DIN: 03621431) as an Independent Director.

2. Re-appointment of Ms. Meenakshi Nevatia (DIN: 08235844) as an Independent Director.

3. Re-appointment of Mr. Subramaniam Somasundaram (DIN: 01494407) as an Independent Director.

4. Approval for a buyback of up to 14,87,500 fully paid-up equity shares of face value ₹10 each at a price of ₹1,600 per share, aggregating to a maximum of ₹238 crore, through the tender offer route in accordance with the Companies Act and SEBI Buyback Regulations.

Voting Process and Methods Used

The voting was conducted solely through a remote e-voting system provided by KFin Technologies Limited. Physical copies of the notice and ballot forms were not sent to members in compliance with MCA and SEBI circulars. The company sent emails to 32,281 members who had registered their email IDs as of the record date, Friday, May 22, 2026.

Key Voting Outcomes

Overall Participation

A total of 158 to 161 members participated in the voting across the four resolutions.

Resolution-wise Results:

Item No. 1: Re-appointment of Mr. Mekin Maheshwari

  • Total Valid Votes Cast: 14,284,705
  • Votes in Favor (Assent): 13,380,894 (93.67%)
  • Votes Against (Dissent): 903,811 (6.33%)
  • Members Abstained: 5 members abstained, representing 28 votes.

Item No. 2: Re-appointment of Ms. Meenakshi Nevatia

  • Total Valid Votes Cast: 14,284,705
  • Votes in Favor (Assent): 14,100,281 (98.71%)
  • Votes Against (Dissent): 184,424 (1.29%)
  • Members Abstained: 5 members abstained, representing 28 votes.

Item No. 3: Re-appointment of Mr. Subramaniam Somasundaram

  • Total Valid Votes Cast: 14,284,705
  • Votes in Favor (Assent): 14,229,844 (99.62%)
  • Votes Against (Dissent): 54,861 (0.38%)
  • Members Abstained: 5 members abstained, representing 28 votes.

Item No. 4: Approval of Equity Share Buyback

  • Total Valid Votes Cast: 14,284,732
  • Votes in Favor (Assent): 14,284,706 (100.00%)
  • Votes Against (Dissent): 26 (0.00%)
  • Members Abstained: 1 member abstained, representing 1 vote.

Scrutinizer's Role, Findings, and Conclusions

Mr. Mukesh Siroya of M Siroya and Company (Firm Registration No.: S2003MH061300) was appointed as the Scrutinizer by the Board of Directors at its meeting held on May 20, 2026. His responsibility was to scrutinize the e-voting process in a fair and transparent manner and prepare a report of the votes cast. He concluded that all four resolutions were passed with the requisite majority. The electronic data and records relating to the remote e-voting are under his safe custody and will be handed over to the Company Secretary for preservation.

Compliance Confirmation

The disclosure confirms compliance with Section 108 and 110 of the Companies Act, 2013, the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (LODR) Regulations, 2015. The communication of assent/dissent was taken only through the remote e-voting system, as permitted by relevant MCA and SEBI circulars.