Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

  • Type of Meeting: 32nd Annual General Meeting (AGM)
  • Date: September 30, 2026 (Wednesday)
  • Time: 4:00 PM to 4:34 PM IST
  • Mode: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Record Date: September 23, 2026

Proposed Resolutions and Implications

The AGM considered and approved ten resolutions:

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

2. Ordinary Resolution: Re-appointment of Mr. Ramachandran Unnikrishnan (DIN: 00493707) who retired by rotation

3. Special Resolution: Re-appointment of Mr. Kumar Nair (DIN: 00320541) as Managing Director and CEO

4. Special Resolution: Continuation of Mr. Ramachandran Unnikrishnan as Executive Director beyond age 70 years

5. Special Resolution: Issuance of Non-Convertible Debentures on Private Placement Basis

6. Special Resolution: Raising funds through External Commercial Borrowings

7. Ordinary Resolution: Increase in Authorised Share Capital and alteration of Memorandum of Association

8. Ordinary Resolution: Material Related Party Transaction with Vertex Securities Limited (Associate Company)

9. Ordinary Resolution: Material Related Party Transaction with Vertex Commodities and Finpro Private Limited (Associate Company)

10. Ordinary Resolution: Details of Material Related Party Transactions with Directors/KMPs/Relatives (NCD Lenders)

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting: Available from September 26, 2026 (9:00 AM) to September 29, 2026 (5:00 PM) via NSDL
  • Electronic voting: Conducted at the AGM through NSDL's platform
  • Voting was closed after the time fixed by the Chairman

Key Voting Outcomes

General Meeting Statistics:

  • Total shareholders on record date: 9,103
  • Public shareholders attended through VC: 42
  • Total resolutions passed: 10

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements):

  • Total votes polled: 37,461,038 (67.9674% of outstanding shares)
  • Votes in favor: 37,460,614 (99.9989%)
  • Votes against: 424 (0.0011%)
  • Promoter group: 28,891,094 votes (97.0922% turnout), all in favor
  • Public non-institutions: 8,569,944 votes (33.7934% turnout), 8,569,520 in favor, 424 against

Resolution 2 (Ordinary - Director Reappointment):

  • Total votes polled: 37,461,038 (67.9674%)
  • Votes in favor: 37,460,614 (99.9989%)
  • Votes against: 424 (0.0011%)
  • Promoter group: 28,891,094 votes (97.0922% turnout), all in favor
  • Public non-institutions: 8,569,944 votes (33.7934% turnout), 8,569,520 in favor, 424 against

Resolution 3 (Special - MD & CEO Reappointment):

  • Total votes polled: 8,569,944 (only public institutions voted)
  • Votes in favor: 8,569,520 (99.9951%)
  • Votes against: 424 (0.0049%)
  • Promoter group: Did not vote (0 votes)
  • Public non-institutions: 8,569,944 votes (33.7934% turnout), 8,569,520 in favor, 424 against

Resolution 4 (Special - Director Continuation beyond 70):

  • Total votes polled: 37,461,038 (67.9674%)
  • Votes in favor: 37,460,614 (99.9989%)
  • Votes against: 424 (0.0011%)
  • Promoter group: 28,891,094 votes (97.0922% turnout), all in favor
  • Public non-institutions: 8,569,944 votes (33.7934% turnout), 8,569,520 in favor, 424 against

Resolution 5 (Special - NCD Issuance):

  • Total votes polled: 37,461,038 (67.9674%)
  • Votes in favor: 37,460,614 (99.9989%)
  • Votes against: 424 (0.0011%)
  • Promoter group: 28,891,094 votes (97.0922% turnout), all in favor
  • Public non-institutions: 8,569,944 votes (33.7934% turnout), 8,569,520 in favor, 424 against

Resolution 6 (Special - ECB Funding):

  • Total votes polled: 37,461,038 (67.9674%)
  • Votes in favor: 37,460,614 (99.9989%)
  • Votes against: 424 (0.0011%)
  • Promoter group: 28,891,094 votes (97.0922% turnout), all in favor
  • Public non-institutions: 8,569,944 votes (33.7934% turnout), 8,569,520 in favor, 424 against

Resolution 7 (Ordinary - Share Capital Increase):

  • Total votes polled: 37,461,038 (67.9674%)
  • Votes in favor: 37,460,614 (99.9989%)
  • Votes against: 424 (0.0011%)
  • Promoter group: 28,891,094 votes (97.0922% turnout), all in favor
  • Public non-institutions: 8,569,944 votes (33.7934% turnout), 8,569,520 in favor, 424 against

Resolution 8 (Ordinary - Related Party Transaction with VSL):

  • Total votes polled: 3,011,084 (5.4632%)
  • Votes in favor: 3,010,660 (99.9859%)
  • Votes against: 424 (0.0141%)
  • Promoter group: Did not vote (0 votes) - related parties excluded
  • Public non-institutions: 3,011,084 votes (11.8734% turnout), 3,010,660 in favor, 424 against

Resolution 9 (Ordinary - Related Party Transaction with VCFPL):

  • Total votes polled: 3,011,084 (5.4632%)
  • Votes in favor: 3,010,660 (99.9859%)
  • Votes against: 424 (0.0141%)
  • Promoter group: Did not vote (0 votes) - related parties excluded
  • Public non-institutions: 3,011,084 votes (11.8734% turnout), 3,010,660 in favor, 424 against

Resolution 10 (Ordinary - Related Party Transactions with NCD Lenders):

  • Total votes polled: 3,011,084 (5.4632%)
  • Votes in favor: 3,010,660 (99.9859%)
  • Votes against: 424 (0.0141%)
  • Promoter group: Did not vote (0 votes) - related parties excluded
  • Public non-institutions: 3,011,084 votes (11.8734% turnout), 3,010,660 in favor, 424 against

Participation Breakdown by Shareholder Category

  • Promoter & Promoter Group: Held 29,756,364 shares (54.00% of total)
  • Public Institutions: No votes recorded in detailed breakdown
  • Public Non-Institutions: Held 25,359,830 shares (46.00% of total)
  • Total Outstanding Shares: 55,116,194

Scrutinizer's Role and Findings

  • Scrutinizer: Yogesh Sharma of Yogesh Sharma & Co. (Company Secretary, Membership No.: 11305)
  • Appointment Date: July 31, 2026, by Board resolution
  • Report Date: October 1, 2026
  • Findings: All resolutions passed with requisite majority. For related party transactions (Resolutions 8, 9, 10), votes from related parties were identified and excluded from final count as required by regulations.
  • Voting Records: Handed over to Company Secretary for maintaining in company records

Compliance Confirmation

The disclosure confirms compliance with:

  • Regulation 30 and 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and Rules made thereunder
  • Ministry of Corporate Affairs and SEBI circulars for conducting meetings through VC/OAVM

Additional Information

  • Company CIN: L65920MH1994PLC080220
  • The documents are also available on the company's website