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

Veto Switchgears And Cables Limited

Meeting Details

The 19th Annual General Meeting was held on Monday, 28th September 2026 at 03:00 P.M. through Video Conferencing (VC)/Other Audio Video Means (OAVM). The meeting ended at 3:45 PM. The record date for determining shareholders entitled to vote was 21st September, 2026.

Voting Process and Methods

The voting process included remote e-voting conducted through Central Depository Services (India) Limited (CDSL) from Friday, 25th September, 2026 (9:00 a.m.) to Sunday, 27th September, 2026 (5:00 p.m.). E-voting was also available during the AGM for members who had not voted during the remote e-voting period.

Shareholder Participation

Total number of shareholders on record date: 23,507

Physical attendance:

  • Promoters and Promoter group: 0
  • Public: 0

Video conferencing attendance:

  • Promoters and Promoter group: 4
  • Public: 46

Scrutinizer Details

Name: Govind Jaiswal

Firm: Govind Jaiswal and Company

Qualification: CS

Membership Number: 52310

Date of Board Meeting appointment: 04-09-2026

Date of Issuance of Report: 29-09-2026

Voting Results Summary

Total outstanding shares: 19,114,955

Total votes cast: 7,046,418 (36.8634% participation)

Number of resolutions: 7 (all passed)

Resolution 1: Adoption of Financial Statements

  • Description: To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March 2026 with Reports of Board of Directors and Auditors
  • Result: Passed as Ordinary Resolution
  • Total votes in favor: 7,046,417 (100% of votes cast)
  • Total votes against: 1 (0% of votes cast)

Resolution 2: Final Dividend Declaration

  • Description: To declare a Final Dividend of ₹1 per equity share (10% of face value) for FY ended 31st March 2026
  • Result: Passed as Ordinary Resolution
  • Total votes in favor: 7,046,417 (100% of votes cast)
  • Total votes against: 1 (0% of votes cast)

Resolution 3: Re-appointment of Director

  • Description: To re-appoint Mr. Narain Das Gurnani (DIN: 01970599) as director who retires by rotation
  • Result: Passed as Ordinary Resolution
  • Total votes in favor: 7,036,615 (99.86% of votes cast)
  • Total votes against: 9,803 (0.14% of votes cast)

Resolution 4: Revision in MD & CEO Remuneration

  • Description: Revision in Remuneration of Managing Director and CEO, Mr. Akshay Kumar Gurnani (DIN: 06888193)
  • Result: Passed as Ordinary Resolution
  • Total votes in favor: 7,046,417 (100% of votes cast)
  • Total votes against: 1 (0% of votes cast)

Resolution 5: Revision in Whole Time Director & CFO Remuneration

  • Description: Revision in Remuneration of Whole Time Director and CFO Mr. Narain Das Gurnani (DIN: 01970599)
  • Result: Passed as Ordinary Resolution
  • Total votes in favor: 7,036,215 (99.86% of votes cast)
  • Total votes against: 10,203 (0.14% of votes cast)

Resolution 6: Remuneration to Non-Executive Director

  • Description: To pay Remuneration to Non-Executive Director Ms. Jyoti Gurnani (DIN: 06953899)
  • Result: Passed as Ordinary Resolution
  • Total votes in favor: 7,046,017 (99.99% of votes cast)
  • Total votes against: 401 (0.01% of votes cast)

Resolution 7: Ratification of Cost Auditor Remuneration

  • Description: Ratification of cost auditor remuneration
  • Result: Passed as Ordinary Resolution
  • Total votes in favor: 7,046,417 (100% of votes cast)
  • Total votes against: 1 (0% of votes cast)

Category-wise Voting Breakdown

Promoter and Promoter Group

  • Shares held: 8,612,273
  • Votes polled: 7,019,085 (81.5010% participation)
  • All resolutions received 100% support from promoters

Public Institutions

  • Shares held: 121,021
  • Votes polled: 13,245 (10.9444% participation)
  • Showed opposition to director reappointment and remuneration resolutions (Resolution 3: 74.0053% against, Resolution 5: 74.0053% against)

Public Non-Institutions

  • Shares held: 10,381,661
  • Votes polled: 14,088 (0.1357% participation)
  • Mostly supportive with minor opposition on most resolutions

Scrutinizer's Findings and Conclusions

The scrutinizer confirmed that all seven resolutions were duly passed by the members with requisite majority. The voting process was conducted through CDSL's e-voting system, and votes were unblocked in the presence of two independent witnesses (Ms. Varsha Tainwala and Ms. Muskan Mehta). The scrutinizer maintained electronic registers recording assent and dissent with member particulars.

Compliance Confirmation

The company confirmed compliance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules, 2014, SEBI LODR Regulations, and Secretarial Standard on General Meetings (SS-2).

Additional Information

The company disclosed a technical delay in submission due to unforeseen technical error/system-related issue during uploading on exchange filing platforms, which was clarified in a separate communication to the stock exchanges.