Meeting Details

  • Date of Meeting: September 10, 2026
  • Type of Meeting: 49th Annual General Meeting
  • Location: Conducted through Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Meeting Duration: Commenced at 03:30 PM IST and concluded at 05:00 PM IST

Proposed Resolutions and Implications

The AGM considered and approved seven resolutions:

1. Ordinary Resolution: Adoption of Audited Standalone Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors

2. Ordinary Resolution: Adoption of Audited Consolidated Financial Statements for FY ended March 31, 2026 with Report of Auditors

3. Ordinary Resolution: Declaration of dividend of ₹0.50 (Fifty Paise only) per Equity Share of ₹1/- each for FY ended March 31, 2026

4. Ordinary Resolution: Re-appointment of Mr. Sumit Maheshwari (DIN: 06920646) as a Director liable to retire by rotation

5. Ordinary Resolution: Non-appointment of Mr. Chandran Ratnaswami (DIN: 00109215) who retired by rotation and did not seek re-appointment, and approval not to fill the resulting vacancy

6. Ordinary Resolution: Payment of commission to Non-Executive Independent Directors for FY 2025-2026

7. Special Resolution: Variation in terms and conditions of appointment regarding components of remuneration structure of Mr. Mahesh Iyer (DIN: 07560302) as Managing Director and Chief Executive Officer

All resolutions were passed with the requisite majority.

Voting Process and Methods

The voting was conducted exclusively through e-voting methods:

  • Remote e-voting: Available through NSDL platform from September 7, 2026 (09:00 AM IST) to September 9, 2026 (05:00 PM IST)
  • E-voting at AGM: Provided to shareholders present through VC/OAVM who had not cast their vote earlier
  • Cut-off date: September 3, 2026 for determining shareholder eligibility to vote

Key Voting Outcomes

Overall Participation

  • Total outstanding shares: 47,03,80,562
  • Total votes polled: 36,05,85,349 (76.6582% of outstanding shares)
  • Number of resolutions: 7
  • Shareholder attendance: 76 shareholders attended through video conferencing (4 Promoters/Promoter group, 72 Public)

Resolution-wise Voting Results

Resolution 1 (Ordinary - Standalone Financial Statements)

  • Total votes polled: 36,05,85,349 (76.6582%)
  • Votes in favor: 36,05,79,449 (99.9984%)
  • Votes against: 5,900 (0.0016%)
  • Promoter group: 100% in favor (3,04,68,641 votes)
  • Public Institutions: 100% in favor (5,40,87,688 votes)
  • Public Non-Institutions: 99.6743% in favor (18,05,346 votes), 0.3257% against (5,900 votes)

Resolution 2 (Ordinary - Consolidated Financial Statements)

  • Total votes polled: 36,05,85,349 (76.6582%)
  • Votes in favor: 36,05,63,393 (99.9939%)
  • Votes against: 21,956 (0.0061%)
  • Promoter group: 100% in favor
  • Public Institutions: 99.9703% in favor (5,40,71,632 votes), 0.0297% against (16,056 votes)
  • Public Non-Institutions: 99.6743% in favor (18,05,346 votes), 0.3257% against (5,900 votes)

Resolution 3 (Ordinary - Dividend Declaration)

  • Total votes polled: 36,05,96,057 (76.6605%)
  • Votes in favor: 36,05,90,203 (99.9984%)
  • Votes against: 5,854 (0.0016%)
  • Promoter group: 100% in favor
  • Public Institutions: 100% in favor (5,40,98,396 votes)
  • Public Non-Institutions: 99.6768% in favor (18,05,392 votes), 0.3232% against (5,854 votes)

Resolution 4 (Ordinary - Reappointment of Sumit Maheshwari)

  • Total votes polled: 36,05,96,057 (76.6605%)
  • Votes in favor: 35,11,59,143 (97.3830%)
  • Votes against: 94,36,914 (2.6170%)
  • Promoter group: 100% in favor
  • Public Institutions: 82.5678% in favor (4,46,67,867 votes), 17.4322% against (94,30,529 votes)
  • Public Non-Institutions: 99.6475% in favor (18,04,861 votes), 0.3525% against (6,385 votes)

Resolution 5 (Ordinary - Non-reappointment of Chandran Ratnaswami)

  • Total votes polled: 36,05,96,057 (76.6605%)
  • Votes in favor: 36,05,89,662 (99.9982%)
  • Votes against: 6,395 (0.0018%)
  • Promoter group: 100% in favor
  • Public Institutions: 100% in favor
  • Public Non-Institutions: 99.6469% in favor (18,04,851 votes), 0.3531% against (6,395 votes)

Resolution 6 (Ordinary - Commission to Non-Executive Independent Directors)

  • Total votes polled: 36,05,96,057 (76.6605%)
  • Votes in favor: 36,05,85,826 (99.9972%)
  • Votes against: 10,231 (0.0028%)

Resolution 7 (Special - Remuneration Variation for Mahesh Iyer)

  • Total votes polled: 36,02,06,103 (76.5776%)
  • Votes in favor: 35,10,85,328 (97.4679%)
  • Votes against: 91,20,775 (2.5321%)
  • Promoter group: 100% in favor
  • Public Institutions: 83.1582% in favor (4,49,87,257 votes), 16.8418% against (91,11,139 votes)
  • Public Non-Institutions: 99.3220% in favor (14,11,656 votes), 0.6780% against (9,636 votes)

Scrutinizer's Role and Findings

Mr. Mitesh Dhabliwala of Parikh & Associates, Practising Company Secretaries, was appointed as Scrutinizer to conduct the remote e-voting process and scrutinize e-voting during the AGM. His responsibilities included:

  • Scrutinizing and reviewing remote e-voting and e-voting during the AGM
  • Preparing a consolidated report of votes cast for or against each resolution
  • Confirming that no votes were declared invalid across all resolutions

The scrutinizer confirmed that the e-voting was conducted through NSDL's platform and all procedures complied with the Companies Act, 2013 and relevant rules.

Compliance Confirmation

The document confirms compliance with:

  • Regulation 30 and Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014
  • MCA General Circular 03/2025 dated September 22, 2025, read with Circular No. 09/2024 dated September 19, 2024, and Circular No. 20/2020 dated May 5, 2020

Additional Information

  • Company CIN: L63040MH1978PLC020717
  • The company operates in Holidays, Foreign Exchange, Business Travel, MICE, Value Added Services, and Visas segments