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

Xpro India Limited

Meeting Details

The 29th Annual General Meeting was held on Monday, July 20, 2026 at 10:30 A.M. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The deemed venue was the Registered Office situated at Barjora-Mejia Road, P.O. Ghutgoria, Tehsil: Barjora, Distt: Bankura 722 202, West Bengal. The meeting ended at 11:50 AM.

Proposed Resolutions and Implications

The meeting considered seven resolutions from Item No. 1 to 7 of the Notice dated May 20, 2026:

1. Ordinary Resolution: To consider and adopt the Directors' Report and the audited financial statements of the Company for the financial year ended March 31, 2026 and the Auditors report thereon.

2. Ordinary Resolution: To declare a dividend of INR 2.00 per ordinary share of the face value of INR10 each for the financial year ended March 31, 2026.

3. Ordinary Resolution: To appoint a Director in place of Smt Madhushree Birla (DIN: 00004224) who retires by rotation and being eligible, offers herself for reappointment.

4. Ordinary Resolution: To ratify Remuneration payable to M/s Sanghavi Randeria & Associates, Cost Accountants, Mumbai appointed by the Board for the Financial Year 2026-27.

5. Special Resolution: To approve re-appointment of Ms. Suhana Murshed (DIN: 08572394), as a Non-Executive Independent Director for a second term of five consecutive years from July 20, 2026 to July 19, 2031.

6. Special Resolution: To approve appointment of Sri Girish Behal (DIN: 08803773), as the Managing Director for a term of three consecutive years effective from January 1, 2027 and remuneration payable to him.

7. Special Resolution: To approve payment of Commission to Non-Executive Directors.

Voting Process and Methods

The voting process included both remote e-voting and e-voting at the AGM:

  • Remote e-voting period: July 17, 2026 (9:00 AM IST) to July 19, 2026 (5:00 PM IST)
  • E-voting at AGM: Available to members attending through VC/OAVM who did not participate in remote e-voting
  • Cut-off date for eligibility: July 13, 2026
  • Total number of shareholders on record: 27,697
  • Number of shareholders attended through video conferencing: 61 (2 Promoters, 59 Public)
  • Voting agency: M/s. MUFG Intime India Private Limited

Key Voting Outcomes

All seven resolutions were passed with the requisite majority. The consolidated results are as follows:

Resolution No. 1 - Ordinary Resolution

  • Total votes: 10,411,449
  • Votes in favor: 10,411,448 (100.00%)
  • Votes against: 1 (0.00%)
  • Invalid/Abstain: 37

Resolution No. 2 - Ordinary Resolution

  • Total votes: 10,411,449
  • Votes in favor: 10,411,448 (100.00%)
  • Votes against: 1 (0.00%)
  • Invalid/Abstain: 37

Resolution No. 3 - Ordinary Resolution

  • Total votes: 10,411,450
  • Votes in favor: 10,411,446 (100.00%)
  • Votes against: 4 (0.00%)
  • Invalid/Abstain: 37

Resolution No. 4 - Ordinary Resolution

  • Total votes: 10,411,488
  • Votes in favor: 10,411,446 (99.9996%)
  • Votes against: 42 (0.0004%)
  • Invalid/Abstain: 0

Resolution No. 5 - Special Resolution

  • Total votes: 10,411,489
  • Votes in favor: 10,411,411 (99.9993%)
  • Votes against: 78 (0.0007%)
  • Invalid/Abstain: 0

Resolution No. 6 - Special Resolution

  • Total votes: 10,411,490
  • Votes in favor: 10,411,446 (99.9996%)
  • Votes against: 44 (0.0004%)
  • Invalid/Abstain: 0

Resolution No. 7 - Special Resolution

  • Total votes: 10,411,491
  • Votes in favor: 10,411,419 (99.9993%)
  • Votes against: 72 (0.0007%)
  • Invalid/Abstain: 0

Participation Breakdown by Shareholder Category

Resolution No. 1 Breakdown:

  • Promoters: 9,458,323 votes (99.9646% of shares held), 100% in favor
  • Public Institutions: 554,757 votes (14.0284% of shares held), 100% in favor
  • Public Non-Institutions: 398,368 votes (3.9622% of shares held), 99.9997% in favor, 0.0003% against

Scrutinizer's Role and Findings

CS Girish Bhatia (FCS No.: 3295, CP No.: 13792) was appointed as Scrutinizer by the Board of Directors to scrutinize the e-voting process. The scrutinizer verified that:

  • The voting process was conducted in a fair and transparent manner
  • Votes were unblocked and downloaded on July 20, 2026 at 12:20 PM witnessed by two independent witnesses
  • Electronic data and relevant records will be handed over to the Company Secretary for preservation

Compliance Confirmation

The document confirms compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Relevant SEBI Circulars

Additional Information

  • NSE Symbol: XPROINDIA
  • MSEI Symbol: NOTLISTED
  • Scrutinizer appointed on: May 20, 2026
  • Report issued to company on: July 20, 2026
  • Advertisement published in The Financial Express (English) and Aajkal (Bengali) on June 24, 2026