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

Vikran Engineering Limited

Meeting Details

The 18th Annual General Meeting was held on Friday, 11th September 2026, through Video Conference (VC)/Other Audio-Visual Means (OAVM). The meeting commenced at 11:30 AM IST and concluded at 12:10 PM IST.

Proposed Resolutions and Implications

The AGM considered 12 resolutions covering various corporate matters:

1. Ordinary Resolution: Adoption of audited financial statements for FY ended March 31, 2026, and reports of Board and Auditors (both standalone and consolidated)

2. Ordinary Resolution: Appointment of Mr. Nakul Markhedkar (DIN: 07028044) as director retiring by rotation

3. Ordinary Resolution: Declaration of dividend on equity shares for FY 2025-26

4. Special Resolution: Amendment of Object Clause of Memorandum of Association

5. Special Resolution: Alteration of Articles of Association

6. Special Resolution: Approval of limits under Section 180(1)(a) of Companies Act, 2013

7. Special Resolution: Approval of borrowing limits under Section 180(1)(c) of Companies Act, 2013

8. Special Resolution: Approval of limits under Section 186 for loans, guarantees, securities, and investments

9. Special Resolution: Ratification of remuneration of Cost Auditors for FY ending March 31, 2027

10. Special Resolution: Approval for payment of remuneration to Mrs. Kanchan Markhedkar, KMP and CHRO (related party)

11. Special Resolution: Approval for payment of remuneration to Mr. Vipul Markhedkar, KMP and CBO (related party)

12. Special Resolution: Issuance of Senior, Secured/Unsecured, Rated, Listed/Unlisted, Taxable, Redeemable, Non-Convertible Debentures/Market Linked Debentures up to ₹1000 Crores

The implications include changes to the company's constitutional documents, approval of significant borrowing and investment limits, related-party transactions, and a major debt fundraising initiative.

Voting Process and Methods

The voting process involved two methods:

1. Remote e-voting: Conducted by National Securities Depository Limited (NSDL) from Monday, September 7, 2026 (9:00 AM IST) to Thursday, September 10, 2026 (5:00 PM IST)

2. E-voting at AGM: Electronic voting conducted during the meeting itself, kept open for 30 minutes after the meeting concluded

The cut-off date for determining voting eligibility was September 4, 2026. The company engaged Big Share Services Private Limited as Registrar and Share Transfer Agent.

Notice of the AGM was dispatched by email to members by August 19, 2026, and published through newspaper advertisements in 'Mumbai Mahasagar' (Marathi) and 'Financial Express' (English) on the same date.

Key Voting Outcomes

Overall Participation
  • Total shares outstanding: 257,911,026
  • Total votes polled across all resolutions: Approximately 151-151.7 million shares (58.58-58.85% of outstanding shares)
  • Number of members voting: Approximately 180-185 members across different resolutions
Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements)

  • Total valid votes: 151,796,117 (99.997% of votes polled)
  • In favor: 151,796,117 (100% of valid votes)
  • Against: 3,660 (0.0024% of valid votes)
  • Invalid votes: Not specified

Resolution 2 (Ordinary - Director Appointment)

  • Total valid votes: 151,088,955 (99.994% of votes polled)
  • In favor: 151,088,955 (99.9942% of valid votes)
  • Against: 8,762 (0.0058% of valid votes)

Resolution 3 (Ordinary - Dividend Declaration)

  • Total valid votes: 151,091,342 (99.9958% of votes polled)
  • In favor: 151,091,342 (99.9958% of valid votes)
  • Against: 6,375 (0.0042% of valid votes)

Resolution 4 (Special - MOA Amendment)

  • Total valid votes: 151,094,305 (99.9977% of votes polled)
  • In favor: 151,094,305 (99.9977% of valid votes)
  • Against: 3,412 (0.0023% of valid votes)

Resolution 5 (Special - AOA Alteration)

  • Total valid votes: 151,089,305 (99.9944% of votes polled)
  • In favor: 151,089,305 (99.9944% of valid votes)
  • Against: 8,412 (0.0056% of valid votes)

Resolution 6 (Special - Section 180(1)(a) Limits)

  • Total valid votes: 151,093,697 (99.9973% of votes polled)
  • In favor: 151,093,697 (99.9973% of valid votes)
  • Against: 4,020 (0.0027% of valid votes)

Resolution 7 (Special - Section 180(1)(c) Borrowing)

  • Total valid votes: 151,089,595 (99.9946% of votes polled)
  • In favor: 151,089,595 (99.9946% of valid votes)
  • Against: 8,212 (0.0054% of valid votes)

Resolution 8 (Special - Section 186 Limits)

  • Total valid votes: 151,093,507 (99.9972% of votes polled)
  • In favor: 151,093,507 (99.9972% of valid votes)
  • Against: 4,210 (0.0028% of valid votes)

Resolution 9 (Special - Cost Auditor Remuneration)

  • Total valid votes: 151,087,657 (99.9933% of votes polled)
  • In favor: 151,087,657 (99.9933% of valid votes)
  • Against: 10,060 (0.0067% of valid votes)

Resolution 10 (Special - Related Party Remuneration to Mrs. Kanchan Markhedkar)

  • Total valid votes: 7,854,013 (99.9036% of votes polled)
  • In favor: 7,854,013 (99.9036% of valid votes)
  • Against: 7,575 (0.0964% of valid votes)
  • Note: Interested parties not considered in voting

Resolution 11 (Special - Related Party Remuneration to Mr. Vipul Markhedkar)

  • Total valid votes: 7,855,013 (99.9164% of votes polled)
  • In favor: 7,855,013 (99.9164% of valid votes)
  • Against: 6,575 (0.0836% of valid votes)
  • Note: Interested parties not considered in voting

Resolution 12 (Special - NCD Issuance up to ₹1000 Crores)

  • Total valid votes: 151,089,687 (99.9947% of votes polled)
  • In favor: 151,089,687 (99.9947% of valid votes)
  • Against: 8,030 (0.0053% of valid votes)
Participation Breakdown by Shareholder Category:

The detailed breakdown shows voting patterns across three categories:

1. Promoter and Promoter Group: Held 145,124,033 shares (56.27% of total)

  • Consistently voted nearly 100% in favor of all resolutions
  • Participation rate: 98.70% across most resolutions

2. Public Institutions: Held 16,875,925 shares (6.54% of total)

  • Participation rate: 22.65% across resolutions
  • Voted 100% in favor of all resolutions

3. Public Non-Institutions: Held 95,911,068 shares (37.19% of total)

  • Participation rate: 4.21% across resolutions
  • Showed minor opposition to some resolutions (0.09-0.25% against)

Scrutinizer's Role and Findings

Ms. Geeta Canabar of M/s. Geeta Canabar & Associates, Practicing Company Secretaries, was appointed as Scrutinizer for the remote e-voting and e-voting process at the AGM. Her responsibilities included:

  • Scrutinizing the voting process based on reports generated from NSDL's e-voting system
  • Eliminating duplicate voting between remote e-voting and e-voting at the AGM
  • Reconciling votes with company records and NSDL records
  • Certifying that all resolutions were passed with requisite majority

The Scrutinizer confirmed that:

  • Interested parties voting on resolutions 10 and 11 were not considered
  • Votes cast did not include abstain votes
  • All relevant records were given to management for safekeeping

Compliance with Laws and Regulations

The company confirmed compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • MCA General Circulars Nos. 14/2020, 17/2020, 20/2020, 02/2021, 19/2021, 21/2021, 02/2022, 10/2022, 09/2023, 09/2024 and 03/2025
  • SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 6, 2023, October 7, 2023 and October 3, 2024
  • Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Additional Information

The voting results are available on the company's website at www.vikrangroup.com. The company noted that mathematical verification of percentages was not performed as the scrutinizer's responsibility was limited to reporting votes for and against based on NSDL's reports.

All resolutions were passed with the requisite majority as required under the Companies Act, 2013, and SEBI LODR Regulations.