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

Welspun Enterprises Limited

Meeting Details

The 32nd Annual General Meeting of Welspun Enterprises Limited was held on Thursday, August 20, 2026, at 11:00 a.m. IST through video conference/other audio visual means. The meeting was conducted in accordance with the Companies Act, 2013, and relevant circulars issued by the Ministry of Corporate Affairs and SEBI.

Summary of Resolutions and Implications

Fourteen (14) resolutions were proposed for shareholder approval, comprising both Ordinary and Special Business:

Ordinary Business:

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

2. Declaration of final dividend of ₹3 per equity share (30% on face value of ₹10) for FY 2025-26.

3. Re-appointment of Mr. Rajesh Mandawewala (DIN: 00007179) as director retiring by rotation.

4. Ratification of remuneration payable to Statutory Auditors for FY 2026-27.

5. Ratification of remuneration payable to Cost Auditors for FY 2026-27.

6. Ratification of remuneration payable to Secretarial Auditors for FY 2026-27.

9. Approval for material related party transactions (promoters were interested in this resolution).

12. Approval for grant of Employee Stock Options to Mr. Deepak Chauhan (DIN: 01694550), Director - Legal & Ethics.

Special Business:

7. Approval for Private Placement of securities up to ₹1,000 Crore.

8. Approval for issuance of securities through Private Placement/Preferential Allotment/QIP and/or other permissible modes.

10. Re-designation and re-appointment of Mr. Balkrishan Goenka (DIN: 00270175) as Non-Executive Chairman and approval of remuneration payable.

11. Re-appointment of Mr. Sandeep Garg (DIN: 00036419) as Managing Director and remuneration payable.

13. Approval for revision in remuneration of the Independent Directors.

14. Approval for payment of additional remuneration to Independent Directors for FY 2025-26.

Voting Process and Methods

The Company availed the e-voting facility provided by National Securities Depository Limited (NSDL). The remote e-voting period commenced on Monday, August 17, 2026 at 09:00 A.M. and ended on Wednesday, August 19, 2026 at 05:00 P.M. The Company also provided e-voting facility during the AGM for members who had not cast their vote during the remote e-voting period.

Key Voting Outcomes

Total Shareholders on Record Date (August 14, 2026): 50,558

Resolution-wise Results:

1. Adoption of Financial Statements:

  • Total Votes Cast: 10,83,46,189
  • In Favor: 10,82,10,923 (99.88%)
  • Against: 1,35,266 (0.12%)
  • Result: Passed (Ordinary Resolution)

2. Final Dividend Declaration (₹3 per share):

  • Total Votes Cast: 10,83,88,597
  • In Favor: 10,82,53,331 (99.88%)
  • Against: 1,35,266 (0.12%)
  • Result: Passed (Ordinary Resolution)

3. Re-appointment of Mr. Rajesh Mandawewala:

  • Total Votes Cast: 10,83,88,597
  • In Favor: 10,80,83,382 (99.7%)
  • Against: 3,05,215 (0.3%)
  • Result: Passed (Ordinary Resolution)

4. Ratification of Statutory Auditors' Remuneration:

  • Total Votes Cast: 10,83,88,597
  • In Favor: 10,83,87,998 (99.99%)
  • Against: 599 (0.01%)
  • Result: Passed (Ordinary Resolution)

5. Ratification of Cost Auditors' Remuneration:

  • Total Votes Cast: 10,83,88,597
  • In Favor: 10,83,87,998 (99.99%)
  • Against: 599 (0.01%)
  • Result: Passed (Ordinary Resolution)

6. Ratification of Secretarial Auditors' Remuneration:

  • Total Votes Cast: 10,83,88,597
  • In Favor: 10,83,87,914 (99.99%)
  • Against: 683 (0.01%)
  • Result: Passed (Ordinary Resolution)

7. Private Placement up to ₹1,000 Crore:

  • Total Votes Cast: 10,83,88,597
  • In Favor: 10,83,87,865 (99.99%)
  • Against: 732 (0.01%)
  • Result: Passed (Special Resolution)

8. Issuance of Securities via Permissible Modes:

  • Total Votes Cast: 10,83,88,597
  • In Favor: 10,81,45,559 (99.78%)
  • Against: 2,43,038 (0.22%)
  • Result: Passed (Special Resolution)

9. Material Related Party Transactions:

  • Total Votes Cast: 2,77,54,758
  • In Favor: 2,77,54,159 (99.99%)
  • Against: 599 (0.01%)
  • Result: Passed (Ordinary Resolution)
  • Note: Votes cast by related parties/interested parties were not counted

10. Re-designation of Mr. Balkrishan Goenka as Non-Executive Chairman:

  • Total Votes Cast: 10,83,88,513
  • In Favor: 10,52,12,701 (97.07%)
  • Against: 31,75,812 (2.93%)
  • Result: Passed (Special Resolution)

11. Re-appointment of Mr. Sandeep Garg as Managing Director:

  • Total Votes Cast: 10,57,89,620
  • In Favor: 10,38,38,370 (98.16%)
  • Against: 19,51,250 (1.84%)
  • Result: Passed (Special Resolution)

12. ESOP Grant to Mr. Deepak Chauhan:

  • Total Votes Cast: 10,82,48,253
  • In Favor: 10,81,71,092 (99.92%)
  • Against: 77,161 (0.08%)
  • Result: Passed (Ordinary Resolution)

13. Revision in Remuneration of Independent Directors:

  • Total Votes Cast: 10,83,88,597
  • In Favor: 10,83,86,926 (99.99%)
  • Against: 1,671 (0.01%)
  • Result: Passed (Special Resolution)

14. Additional Remuneration to Independent Directors for FY 2025-26:

  • Total Votes Cast: 10,83,88,597
  • In Favor: 10,83,86,874 (99.99%)
  • Against: 1,723 (0.01%)
  • Result: Passed (Special Resolution)

Participation Breakdown by Shareholder Category

Record Date: August 14, 2026

Total Outstanding Shares: 13,84,13,810

Promoter & Promoter Group:

  • Shares Held: 7,76,94,215
  • Votes Polled: 7,76,93,495 (99.9991% of shares held)
  • Voting Pattern: 100% in favor on all resolutions except where interested

Public Institutions:

  • Shares Held: 1,36,53,452
  • Votes Polled: 1,09,24,690 (80.0141% of shares held)

Public Non-Institutions:

  • Shares Held: 4,70,66,143
  • Votes Polled: 1,97,70,412 (42.0056% of shares held)

Overall Voting Participation:

  • Total Votes Polled: 10,83,88,597 (78.3076% of outstanding shares)

Scrutinizer's Role and Findings

Mr. Mihen Halani, Partner of M/s. Mihen Halani & Associates, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the e-voting process. The scrutinizer's responsibilities included:

  • Verifying the e-voting process conducted through NSDL
  • Unblocking votes in the presence of two independent witnesses (Ms. Maitri Dharod and Ms. Bhavika Gupta)
  • Maintaining an electronic register of votes cast
  • Issuing a consolidated scrutinizer's report based on NSDL-generated reports

The scrutinizer confirmed that all 14 resolutions were duly passed by the members with the requisite majority. The votes cast by related parties/interested parties in Resolution 9 (related party transactions) were not counted as per regulations.

Compliance Confirmation

The management confirmed compliance with the Companies Act, 2013, SEBI LODR Regulations, 2015, and all applicable rules regarding voting through electronic means. The voting process adhered to:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • MCA General Circulars (including No. 20/2020 and No. 03/2025)
  • SEBI circulars and regulations
  • Secretarial Standard on General Meetings (SS-2)

The voting results and scrutinizer's report were displayed at the Company's Registered Office and hosted on its website (www.welspunenterprises.com) and NSDL's website (www.evoting.nsdl.com).