Meeting Details

The approval was sought through a postal ballot by electronic means ('remote e-voting') only, as permitted by the Ministry of Corporate Affairs (MCA) circulars. No physical meeting was held. The process was deemed to have been passed as if at a duly convened General Meeting. The remote e-voting period commenced at 9:00 a.m. IST on Saturday, 25th April 2026 and ended at 5:00 p.m. IST on Sunday, 24th May 2026.

Proposed Resolution and Implications

The single special resolution proposed was for the 'Approval of Texmaco Long Term Incentive Plan ("LTIP") Scheme 2026'. This is an employee incentive scheme aimed at providing long-term benefits.

Voting Process and Methods

The Company engaged KFin Technologies Limited to provide the remote e-voting facility. Only remote e-voting was offered; no physical postal ballot forms were sent to members, in line with MCA exemptions. The Notice of Postal Ballot was dispatched to all members registered as of the record date, 17th April 2026. Advertisements were published in the Financial Express (English) and Aajkal (Bengali) newspapers on 22nd April 2026 and 25th April 2026 to facilitate member participation.

Key Voting Outcomes

  • Total Votes Cast: 19,97,28,212 valid votes were cast on the resolution.
  • Vote Breakdown:
  • Votes in Favor: 18,20,77,999 (95.97% of valid votes)
  • Votes Against: 76,50,213 (4.03% of valid votes)
  • Invalid Votes: There were zero invalid votes across all shareholder categories (Promoter and Promoter Group, Public Institutions, Public - Non Institutions).
  • Abstained Votes: A total of 8,001 votes were recorded as abstained and were not considered as votes cast.
  • Record Date Details: The total number of shareholders on the record date (17-04-2026) was 384,240.

Scrutinizer's Role and Findings

CA Niraj Agrawal, a partner at H. K. Agrawal & Co., Chartered Accountants (FRN No. 308090E), was appointed as the Scrutinizer. His responsibilities included ensuring a fair and transparent process and reporting on the votes cast. The votes were unblocked and downloaded from the KFin portal (https://evoting.kfintech.com) on 24th May 2026 after 5:00 p.m. IST in the presence of two independent witnesses, Mr. Hari Krishna Agrawal and Ms. Mita Dey. The Scrutinizer reconciled the e-votes with the company's register of members and confirmed that the resolution was passed with the requisite majority. All electronic records were placed under his safe custody for handover to the Company Secretary.

Compliance with Laws and Regulations

The disclosure confirms compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • Relevant circulars issued by the Ministry of Corporate Affairs (MCA)
  • Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standards issued by the Institute of Company Secretaries of India

Additional Notes from Scrutinizer's Report

  • One member holding 1,739 shares exercised voting rights for only 1 share. The remaining 1,738 shares were classified by the system as 'less voted'. These votes were considered valid to the extent exercised and included in the results.
  • The report is restricted for use only for submission to stock exchanges, placing on the company's website and notice board, and placing on KFin's website.