Date and Type of Meeting

The company conducted a Postal Ballot through remote electronic voting (e-voting). The process commenced on Sunday, July 5, 2026, at 09:00 a.m. IST and concluded on Monday, August 3, 2026, at 05:00 p.m. IST. The results are deemed to have been passed on August 3, 2026.

Summary of Proposed Resolutions

Shareholder approval was sought for the following five resolutions:

1. Special Resolution: Re-appointment of Mr. Ranjit Raghunath Jatar (DIN: 01526405) as a Non-Executive and Independent Director for a second term of 5 years.

2. Special Resolution: Re-appointment of Mr. Ashish Gupta (DIN: 07998166) as a Non-Executive and Independent Director for a second term of 5 years.

3. Ordinary Resolution: Re-appointment of Mr. Sanjay Kumar Verma (DIN: 08235643) as a Non-executive and Non-Independent Director.

4. Ordinary Resolution: Approval for payment of commission to Non-Executive Directors (including Non-Independent and Independent Directors).

5. Special Resolution: Approval for payment of Commission to Mr. Sanjay Kumar Verma, Non-Executive Director and Vice Chairman, for the Financial Year 2025-26.

Voting Process and Methods

The voting was conducted exclusively through remote e-voting, facilitated by Central Depository Services Limited (CDSL) on their platform (https://www.evotingindia.com/). No physical polling or postal ballot forms were used. The cut-off date for determining shareholder eligibility was Monday, June 29, 2026. The Electronic Voting Sequence Number (EVSN) for the process was 260629010.

Key Voting Outcomes

Overall Participation

  • Total Number of Shareholders on Record Date: 157,575
  • Total Number of Shares Outstanding: 134,256,025
  • Total Number of Votes Polled (Shares): 98,019,275 (73.0092% of outstanding shares)
  • Total Number of Shareholders Who Voted: 447

Resolution-Wise Results

Resolution 1 (Special - Re-appointment of Mr. Ranjit Raghunath Jatar)
  • Total Votes Polled: 98,019,275
  • Votes in Favour: 97,784,816 (99.7608% of votes polled)
  • Votes Against: 234,459 (0.2392% of votes polled)
  • Result: Passed
Resolution 2 (Special - Re-appointment of Mr. Ashish Gupta)
  • Total Votes Polled: 98,019,275
  • Votes in Favour: 97,783,093 (99.7590% of votes polled)
  • Votes Against: 236,182 (0.2410% of votes polled)
  • Result: Passed
Resolution 3 (Ordinary - Re-appointment of Mr. Sanjay Kumar Verma)
  • Total Votes Polled: 98,019,267
  • Votes in Favour: 97,769,859 (99.7456% of votes polled)
  • Votes Against: 249,408 (0.2544% of votes polled)
  • Result: Passed
Resolution 4 (Ordinary - Commission to Non-Executive Directors)
  • Total Votes Polled: 98,019,188
  • Votes in Favour: 96,478,452 (98.4281% of votes polled)
  • Votes Against: 1,540,736 (1.5719% of votes polled)
  • Result: Passed
Resolution 5 (Special - Commission to Mr. Sanjay Kumar Verma)
  • Total Votes Polled: 98,018,238
  • Votes in Favour: 96,815,012 (98.7724% of votes polled)
  • Votes Against: 1,203,226 (1.2276% of votes polled)
  • Result: Passed

Category-Wise Voting Breakdown (Illustrative for Resolution 1)

  • Promoter & Promoter Group: Voted 94,758,484 shares (99.2459% of their holding), all 94,758,484 votes (100%) were in favour.
  • Public Institutions: Voted 2,900,869 shares (23.9984% of their holding); 2,673,297 votes (92.1550%) in favour, 227,572 votes (7.8450%) against.
  • Public Non-Institutions: Voted 359,922 shares (1.3485% of their holding); 353,035 votes (98.0865%) in favour, 6,887 votes (1.9135%) against.

Scrutinizer's Role and Findings

Mr. Mitesh Shah of Mitesh Shah & Co., a Practicing Company Secretary (Membership No. F10070), was appointed as the Scrutinizer by the company's Board of Directors at their meeting on June 29, 2026. His responsibilities included scrutinizing the e-voting process and certifying the results.

The votes were unblocked from the CDSL system by the Scrutinizer at 05:06 p.m. IST on August 3, 2026, in the presence of two company employees, Mr. Omkar Kirti and Mr. Jaimin Chotaliya, as required by law.

The Scrutinizer's report, dated August 4, 2026, confirms that all resolutions were passed with the requisite majority. The relevant records were sealed and handed over to the Company Secretary for safekeeping.

Compliance Confirmation

The document confirms that the entire process was conducted in compliance with:

  • Section 110 of the Companies Act, 2013
  • The Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standard-2 (SS-2)
  • MCA General Circular No. 09/2024

The voting results and the Scrutinizer's Report have been uploaded on the company's website (www.transrail.in) and the CDSL website.