Meeting Details

The 40th Annual General Meeting was held on Thursday, 20th August 2026 at 11:30 A.M. (IST) through Video Conferencing/Other Audio Visual Means (VC/OAVM).

Shareholder Participation

  • Total number of shareholders on record date: 109,652
  • Promoters and Promoter Group attended through VC: 9
  • Public shareholders attended through VC: 109
  • Total shares outstanding: 304,742,010

Voting Results Summary

All 12 resolutions as contained in the notice of the 40th AGM dated 26th May 2026 were approved with requisite majority.

Resolution Details

Resolution No. 2: Declaration of Dividend

  • Declaration of Dividend of ₹3.75 per Equity Share of ₹1 each for Financial Year ended 31st March 2026
  • Resolution type: Ordinary
  • Promoter interest: No
  • Total votes polled: 207,503,132 shares (68.0914% of outstanding)
  • Votes in favor: 207,502,862 shares (99.9999%)
  • Votes against: 270 shares (0.0001%)
  • Result: Passed

Resolution No. 3: Reappointment of Mr. Chirantan Chatterjee

  • Appointment of Mr. Chirantan Chatterjee (DIN: 10506056) who retires by rotation
  • Resolution type: Ordinary
  • Promoter interest: No
  • Total votes polled: 207,493,382 shares (68.0882% of outstanding)
  • Votes in favor: 202,421,405 shares (97.5556%)
  • Votes against: 5,071,977 shares (2.4444%)
  • Significant institutional dissent: 6.2359% against from public institutions
  • Result: Passed

Resolution No. 4: Appointment of Statutory Auditors

  • Appointment of M/s. MSKA & Associates LLP, Chartered Accountants (Firm Registration No. 105047W/W101187)
  • Term: 5 years from conclusion of AGM till conclusion of 45th AGM
  • Resolution type: Ordinary
  • Promoter interest: No
  • Total votes polled: 207,493,382 shares (68.0882% of outstanding)
  • Votes in favor: 207,451,662 shares (99.9799%)
  • Votes against: 41,720 shares (0.0201%)
  • Result: Passed

Resolution No. 5: Ratification of Cost Auditors Remuneration

  • Ratification of payment to M/s. Mani & Co., Cost Auditors (Firm Registration No. 000004) for FY 2026-27
  • Resolution type: Ordinary
  • Promoter interest: No
  • Total votes polled: 207,493,382 shares (68.0882% of outstanding)
  • Votes in favor: 207,492,750 shares (99.9997%)
  • Votes against: 632 shares (0.0003%)
  • Result: Passed

Resolution No. 6: Payment to Independent Directors

  • Payment of Remuneration to Independent Directors
  • Resolution type: Ordinary
  • Promoter interest: No
  • Total votes polled: 207,493,382 shares (68.0882% of outstanding)
  • Votes in favor: 207,491,658 shares (99.9992%)
  • Votes against: 1,724 shares (0.0008%)
  • Result: Passed

Resolution No. 7: Remuneration to Managing Director

  • Payment of Remuneration to Mr. Rajeev Jhawar (DIN: 00086164), Managing Director
  • Period: 1st April 2026 to 18th May 2028
  • Resolution type: Special
  • Promoter interest: No
  • Total votes polled: 207,493,382 shares (68.0882% of outstanding)
  • Votes in favor: 188,858,916 shares (91.0192%)
  • Votes against: 18,634,466 shares (8.9808%)
  • Significant institutional dissent: 22.9114% against from public institutions
  • Result: Passed

Resolution No. 8: Reappointment of Independent Director

  • Reappointment of Mr. Venkatachalam Ramakrishna Iyer (DIN: 02194830) as Independent Director
  • Second term: 12th November 2026 to 11th November 2031
  • Resolution type: Special
  • Promoter interest: No
  • Total votes polled: 207,493,372 shares (68.0882% of outstanding)
  • Votes in favor: 185,089,931 shares (89.2028%)
  • Votes against: 22,403,441 shares (10.7972%)
  • Significant institutional dissent: 27.5463% against from public institutions
  • Result: Passed

Resolution No. 9: Reappointment of Independent Director

  • Reappointment of Mr. Sethurathnam Ravi (DIN: 00009790) as Independent Director
  • Second term: 12th November 2026 to 11th November 2031
  • Resolution type: Special
  • Promoter interest: No
  • Total votes polled: 207,493,007 shares (68.0881% of outstanding)
  • Votes in favor: 201,730,350 shares (97.2227%)
  • Votes against: 5,762,657 shares (2.7773%)
  • Result: Passed

Resolution No. 10: Appointment of Director

  • Appointment of Ms. Shreya Jhawar (DIN: 11693142) as Non-Executive Director
  • Resolution type: Ordinary
  • Promoter interest: No
  • Total votes polled: 207,493,007 shares (68.0881% of outstanding)
  • Votes in favor: 198,165,767 shares (95.5048%)
  • Votes against: 9,327,240 shares (4.4952%)
  • Significant institutional dissent: 11.4678% against from public institutions
  • Result: Passed

Resolution No. 11: Appointment of Director

  • Appointment of Mr. Dimitri Bracco Gartner (DIN: 11689885) as Non-Executive Director
  • Resolution type: Ordinary
  • Promoter interest: No
  • Total votes polled: 207,493,382 shares (68.0882% of outstanding)
  • Votes in favor: 198,166,130 shares (95.5048%)
  • Votes against: 9,327,252 shares (4.4952%)
  • Significant institutional dissent: 11.4678% against from public institutions
  • Result: Passed

Resolution No. 12: Appointment of Director

  • Appointment of Mr. Sabyasachi Majumder (DIN: 11683481) as Non-Executive Director
  • Resolution type: Ordinary
  • Promoter interest: No
  • Total votes polled: 207,493,382 shares (68.0882% of outstanding)
  • Votes in favor: 198,166,152 shares (95.5048%)
  • Votes against: 9,327,230 shares (4.4952%)
  • Significant institutional dissent: 11.4678% against from public institutions
  • Result: Passed

Scrutinizer's Report Details

  • Scrutinizer: Raj Kumar Banthia, Partner of MKB & Associates, Practicing Company Secretaries
  • Voting period for remote e-voting: 17th August 2026 (9:00 AM) to 19th August 2026 (5:00 PM)
  • Cut-off date for voting eligibility: Thursday, 13th August 2026
  • Total members who voted: 968 (944 through remote e-voting, 24 during AGM)
  • All votes were valid

Additional Note

The reported total number of paid-up equity shares stands inflated by 230 equity shares due to an erroneous transfer to IEPF on 29th September 2020. The company is engaging with IEPF Authority, CDSL and RTA for rectification.

Disclosure Compliance

This filing is made pursuant to Regulation 44(3) of SEBI (LODR) Regulations, 2015. The voting results and scrutinizer's report are available on the company's website (www.ushamartin.com) and NSDL website (www.evoting.nsdl.com).