Meeting Details

  • Meeting Type: 45th Annual General Meeting (AGM)
  • Date and Time: Thursday, July 30, 2026 at 4:30 PM IST
  • Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)

Proposed Resolutions and Voting Outcomes

Resolution 1: Adoption of Financial Statements

  • Type: Ordinary Resolution
  • Description: To receive, consider, approve and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 together with reports of Board of Directors and Auditors
  • Total Valid Votes: 101,010,812 (84.77% of outstanding shares)
  • Votes in Favor: 100,956,746 (99.9465% of votes cast)
  • Votes Against: 54,066 (0.0535% of votes cast)
  • Result: Passed

Resolution 2: Dividend Declaration

  • Type: Ordinary Resolution
  • Description: To declare dividend of ₹14 and a special dividend of ₹6 aggregating to ₹20 (1000%) per equity share of face value of ₹2 each for FY2025-26
  • Total Valid Votes: 101,010,812 (84.77% of outstanding shares)
  • Votes in Favor: 101,010,554 (99.9997% of votes cast)
  • Votes Against: 258 (0.0003% of votes cast)
  • Result: Passed

Resolution 3: Reappointment of Director

  • Type: Ordinary Resolution
  • Description: To appoint Mr. Ashish Bhandari (DIN: 05291138) who retires by rotation under Section 152 of Companies Act, 2013
  • Total Valid Votes: 101,010,812 (84.77% of outstanding shares)
  • Votes in Favor: 100,917,970 (99.9081% of votes cast)
  • Votes Against: 92,842 (0.0919% of votes cast)
  • Result: Passed

Resolution 4: Ratification of Cost Auditor Remuneration

  • Type: Ordinary Resolution
  • Description: To ratify remuneration payable to M/s. Dhananjay V. Joshi & Associates, Cost Accountants for FY2026-27
  • Total Valid Votes: 101,010,812 (84.77% of outstanding shares)
  • Votes in Favor: 101,010,591 (99.9998% of votes cast)
  • Votes Against: 221 (0.0002% of votes cast)
  • Result: Passed

Resolution 5: Reappointment of Independent Director

  • Type: Special Resolution
  • Description: To consider and approve re-appointment of Dr. Ravi Shankar Gopinath (DIN: 00803847) as Non-Executive, Independent Director
  • Total Valid Votes: 101,010,802 (84.77% of outstanding shares)
  • Votes in Favor: 100,784,148 (99.7756% of votes cast)
  • Votes Against: 226,654 (0.2244% of votes cast)
  • Result: Passed

Voting Process and Methodology

  • Remote e-voting period: July 27, 2026 (9:00 AM IST) to July 29, 2026 (5:00 PM IST)
  • Cut-off date: July 23, 2026 (members holding shares as on this date were entitled to vote)
  • Voting methods: Remote e-voting and e-voting during AGM through platform provided by Kfin Technologies Limited
  • Scrutinizer: Sridhar Mudaliar, Partner of SVD & Associates, Company Secretaries (appointed by Board on May 7, 2026)
  • Compliance: Conducted pursuant to Section 108 of Companies Act, 2013, Rule 20 & 21 of Companies (Management and Administration) Rules, 2014, MCA Circulars, and SEBI Listing Regulations

Shareholder Participation Breakdown

  • Total shareholders on record date: 93,588
  • Shareholders present through video conferencing: 75 (1 Promoter, 74 Public)
  • No physical attendance or proxies allowed (as per MCA Circulars)

Resolution 1 Category-wise Voting:

  • Promoter & Promoter Group: 73,849,305 votes (100% in favor)
  • Public Institutions: 27,152,569 votes (99.8013% in favor, 0.1987% against)
  • Public Non-Institutions: 8,938 votes (98.7581% in favor, 1.2419% against)

Resolution 2 Category-wise Voting:

  • Promoter & Promoter Group: 73,849,305 votes (100% in favor)
  • Public Institutions: 27,152,569 votes (100% in favor)
  • Public Non-Institutions: 8,938 votes (97.1134% in favor, 2.8866% against)

Resolution 3 Category-wise Voting:

  • Promoter & Promoter Group: 73,849,305 votes (100% in favor)
  • Public Institutions: 27,152,569 votes (99.6589% in favor, 0.3411% against)
  • Public Non-Institutions: 8,938 votes (97.5274% in favor, 2.4726% against)

Resolution 4 Category-wise Voting:

  • Promoter & Promoter Group: 73,849,305 votes (100% in favor)
  • Public Institutions: 27,152,569 votes (100% in favor)
  • Public Non-Institutions: 8,938 votes (97.5274% in favor, 2.4726% against)

Resolution 5 Category-wise Voting:

  • Promoter & Promoter Group: 73,849,305 votes (100% in favor)
  • Public Institutions: 27,152,569 votes (99.1656% in favor, 0.8344% against)
  • Public Non-Institutions: 8,928 votes (98.8127% in favor, 1.1873% against)

Invalid and Non-Voted Shares

  • Invalid votes: 10 shareholders, 2,653,088 shares
  • Not voted/Abstain: 7 shareholders, 10,766 shares
  • Partial voting: Occurred across multiple resolutions with shareholders splitting votes between for and against

Scrutinizer's Role and Findings

Sridhar Mudaliar was responsible for scrutinizing votes cast through remote e-voting and e-voting during AGM. The scrutinizer verified that the voting process was conducted fairly and transparently, with electronic data remaining in their safe custody until minutes are approved by the Chairperson.

Compliance Confirmation

The meeting was conducted in compliance with Companies Act, 2013, SEBI Listing Regulations, and MCA Circulars including General Circular No. 14/2020, 17/2020, 20/2020, and the latest Circular No. 03/2025 dated September 22, 2025, which permitted holding AGM through VC/OAVM without physical presence.

Additional Information

  • Notice of AGM and Annual Report were sent to exchanges on July 3, 2026 and to members via email
  • Newspaper advertisement published on July 4, 2026
  • Voting results uploaded to company website: www.thermaxglobal.com
  • Meeting ended at 5:55 PM on July 30, 2026