Meeting Details

The 29th Annual General Meeting was held on Monday, July 20, 2026, from 10:30 am to 11:50 am through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The deemed venue was the Registered Office of the Company at Barjora-Mejia Road, P.O. Ghutgoria, Tehsil: Barjora, Distt. Bankura, West Bengal 722202.

Attendees

Directors Present (all in Video Conference mode):

  • Sri Sidharth Birla (Chairman)
  • Sri K. Balakrishnan
  • Smt. Madhushree Birla
  • Sri Bharat Jhaver
  • Ms. Nandini Khaitan
  • Sri Manoj Mohanka
  • Ms. Suhana Murshed
  • Sri Gauray J. Shah
  • Sri C. Bhaskar (Managing Director)

In Attendance:

  • Sri H. Bakshi (Senior President & Group Technical Counsel)
  • Sri Girish Behal (President & Chief Executive Officer)
  • Sri V. K. Agarwal (President (Finance) & Chief Financial Officer)
  • Sri Kamal Kishor Sewoda (Company Secretary)

Invitees:

  • Sri Ashish Gera (Partner of M/s Walker Chandiok & Co. LLP, Statutory Auditors)
  • Ms. Ankita Dutta (Partner of Mamta Binani and Associates, Secretarial Auditor)
  • Sri Girish Bhatia (Scrutinizer)

61 Members attended the Meeting through Video Conferencing. Sri Utsav Parekh, Non-Executive Director, was absent due to travel.

Voting Process

The Company provided remote e-voting facilities pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. Remote e-voting commenced at 9:00 am on July 17, 2026, and ended at 5:00 pm on July 19, 2026. For members unable to use remote e-voting, e-voting facilities were provided by MUFG Intime India Private Limited during the AGM, remaining open for 15 minutes after the meeting concluded. Sri Girish Bhatia was appointed as the Scrutinizer for both remote e-voting and the e-voting process during the AGM.

Summary of Resolutions and Implications

Seven resolutions were proposed and voted upon:

Resolution 1: Ordinary Resolution

Approval of Directors' Report and Audited Financial Statements for FY26

To adopt the Directors' Report and audited financial statements for the year ended March 31, 2026, along with the Auditors' Report.

Resolution 2: Ordinary Resolution

Declaration of Dividend

To declare a dividend of ₹2.00 per equity share (face value ₹10) for FY26, payable to shareholders on the register as of July 13, 2026. The total number of equity shares is 2,34,70,391.

Resolution 3: Ordinary Resolution

Re-election of Director

To re-elect Smt. Madhushree Birla (DIN: 00004224), who retired by rotation.

Resolution 4: Ordinary Resolution

Ratification of Cost Auditor Remuneration

To ratify the remuneration of ₹1,35,000 payable to M/s Sanghavi Randeria & Associates, Cost Accountants (Firm Registration No. 00175), for conducting the cost audit for FY 2026-27, plus applicable taxes and out-of-pocket expenses.

Resolution 5: Special Resolution

Re-appointment of Independent Director

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

Resolution 6: Special Resolution

Appointment and Remuneration of Managing Director

To appoint Sri Girish Behal (DIN: 08803773) as Managing Director for three years effective January 1, 2027. His remuneration is capped at the higher of: (i) 5% of net profits (max ₹330 lacs annually), including salary, commission (max 2% of net profits), and perquisites; or (ii) a minimum remuneration of ₹27.50 lakhs per month if profits are inadequate. Additional perquisites include provident fund contributions, gratuity, and encashment of unavailed leave.

Resolution 7: Special Resolution

Payment of Commission to Non-Executive Directors

To approve payment of commission to non-executive directors not exceeding 1% per annum of net profits, subject to an aggregate limit of ₹1,25,00,000, for five years commencing April 1, 2026. This is in addition to meeting fees and expense reimbursements.

Key Voting Outcomes

The consolidated results of remote e-voting and e-voting at the AGM, as per the Scrutinizer's report, are as follows:

Resolution 1 (Ordinary): Adoption of Financial Statements

  • Total Votes Cast: 10,411,448
  • Votes in Favor: 10,411,447 (100.00%)
  • Votes Against: 0 (0.00%)
  • Invalid/Abstain: 37

Resolution 2 (Ordinary): Dividend Declaration

  • Total Votes Cast: 10,411,449
  • Votes in Favor: 10,411,448 (100.00%)
  • Votes Against: 0 (0.00%)
  • Invalid/Abstain: 37

Resolution 3 (Ordinary): Re-election of Madhushree Birla

  • Total Votes Cast: 10,411,450
  • Votes in Favor: 10,411,446 (100.00%)
  • Votes Against: 4 (0.00%)
  • Invalid/Abstain: 37

Resolution 4 (Ordinary): Ratification of Cost Auditor Remuneration

  • Total Votes Cast: 10,411,488
  • Votes in Favor: 10,411,446 (100.00%)
  • Votes Against: 42 (0.00%)
  • Invalid/Abstain: 0

Resolution 5 (Special): Re-appointment of Suhana Murshed

  • Total Votes Cast: 10,411,489
  • Votes in Favor: 10,411,411 (100.00%)
  • Votes Against: 78 (0.00%)
  • Invalid/Abstain: 0

Resolution 6 (Special): Appointment of Girish Behal as MD

  • Total Votes Cast: 10,411,490
  • Votes in Favor: 10,411,446 (100.00%)
  • Votes Against: 44 (0.00%)
  • Invalid/Abstain: 0

Resolution 7 (Special): Commission to Non-Executive Directors

  • Total Votes Cast: 10,411,491
  • Votes in Favor: 10,411,419 (100.00%)
  • Votes Against: 72 (0.00%)
  • Invalid/Abstain: 0

All resolutions were passed with the requisite majority.

Scrutinizer's Role and Findings

Sri Girish Bhatia was appointed as the Scrutinizer. He collated the votes from both remote e-voting and e-voting during the AGM and handed the report to the Company Secretary. The Company Secretary declared the consolidated results based on this report.

Compliance Confirmation

The meeting was conducted in compliance with the Companies Act, 2013, General Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Registers of Directors and KMPs Shareholdings (Section 170) and Contracts (Section 189) were available for inspection on the website of MUFG Intime.