Meeting Details

The 26th Annual General Meeting was held on Monday, September 28, 2026 at 11:00 A.M. through Video Conferencing/Other Audio Visual Means on the National Securities Depository Limited (NSDL) virtual platform.

Proposed Resolutions and Implications

The AGM considered eight resolutions:

  • Resolution 1: To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, together with Reports of the Board of Directors and Auditors
  • Resolution 2: Declaration of final dividend on equity shares @ 10% i.e. Re. 1/- per equity share for FY 2025-26
  • Resolution 3: To appoint Mr. Kamlesh Rajanikant Zota (DIN: 00822705), Whole-time Director, who retired by rotation under Section 152(6) of Companies Act, 2013
  • Resolution 4: To appoint Mr. Mahaveer Dhariwal (DIN: 11893880) as Independent Director
  • Resolution 5: To re-appoint Mr. Moxesh Ketanbhai Zota (DIN: 07625219) as Managing Director (Special Resolution)
  • Resolution 6: To approve remuneration payable to Mr. Ketankumar Chandulal Zota (DIN: 00822594), Non-Executive Chairman (Special Resolution)
  • Resolution 7: To approve related party transactions regarding payment of remunerations/salary to Directors and Senior Marketing Manager
  • Resolution 8: To approve material related party transaction(s) between the Company and M/s Everyday Herbal Beauty Care Limited, subsidiary of the Company

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting period: Friday, September 25, 2026 at 09:00 A.M to Sunday, September 27, 2026 at 5:00 P.M.
  • E-voting during the AGM for members attending who hadn't voted remotely
  • Cut-off date for shareholder eligibility: Monday, September 21, 2026
  • The company used NSDL's e-voting platform (https://www.evoting.nsdl.com/)

Key Voting Outcomes

Overall Participation

  • Total shareholders on record date: 15,862
  • Shareholders attending meeting through VC: 33 (11 Promoters, 22 Public)
  • Total votes cast across all resolutions: Approximately 17.69 million shares (51.08% of outstanding shares)

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements Adoption)

  • Total votes: 17,691,370 shares (100% in favor)
  • Electronic voting: 17,039,687 shares from 61 members
  • E-voting at AGM: 651,685 shares from 4 members

Resolution 2 (Ordinary - Dividend Declaration)

  • Total votes: 17,691,370 shares (100% in favor)
  • Same breakdown as Resolution 1

Resolution 3 (Ordinary - Re-appointment of Kamlesh Zota)

  • Total votes: 17,691,372 shares
  • Votes in favor: 17,691,360 (100%)
  • Votes against: 12 (0.00%)

Resolution 4 (Special - Appointment of Mahaveer Dhariwal)

  • Total votes: 17,691,372 shares
  • Votes in favor: 17,691,360 (100%)
  • Votes against: 12 (0.00%)

Resolution 5 (Special - Re-appointment of Moxesh Zota as MD)

  • Total votes: 17,589,621 shares
  • Votes in favor: 17,409,517 (98.98%)
  • Votes against: 180,104 (1.02%)
  • Significant institutional opposition: 180,092 against votes (5.46% of institutional votes)

Resolution 6 (Special - Remuneration of Ketankumar Zota)

  • Total votes: 17,589,621 shares
  • Votes in favor: 17,407,895 (98.97%)
  • Votes against: 181,726 (1.03%)
  • Institutional opposition: 181,714 against votes (5.51% of institutional votes)

Resolution 7 (Ordinary - Related Party Remuneration)

  • Total votes: 6,136,318 shares (Promoter votes considered invalid)
  • Votes in favor: 5,952,492 (97.00%)
  • Votes against: 181,726 (2.96%)
  • Invalid votes: 2,100 (Promoter group)

Resolution 8 (Ordinary - Transaction with Subsidiary)

  • Total votes: 6,136,318 shares (Promoter votes considered invalid)
  • Votes in favor: 5,954,114 (97.03%)
  • Votes against: 180,104 (2.94%)
  • Invalid votes: 2,100 (Promoter group)

Category-wise Participation:

  • Promoter & Promoter Group: 17,102,433 shares (67.57% participation)
  • Public - Institutions: 4,784,935 shares (71.09% participation)
  • Public - Non-Institutions: 12,745,219 shares (21.45% participation)

Scrutinizer's Role and Findings

Mr. Ranjit Binod Kejriwal, Practicing Company Secretary (Membership No. 6116, CP No. 5985), was appointed as Scrutinizer by the Board of Directors. His responsibilities included:

  • Scrutinizing the remote e-voting and e-voting process during the AGM
  • Ascertaining requisite majority on all resolutions
  • Making a consolidated report of votes cast for/against each resolution

The votes were unblocked on September 28, 2026 at 01:38 P.M. in the presence of two witnesses: Ms. Kajal Saraf and Mr. Ansh Shah, who are not employees of the company.

The scrutinizer confirmed that all resolutions were passed with requisite majority and the voting process was conducted fairly and transparently.

Compliance Confirmation

The company confirmed compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014

The voting results and scrutinizer's report have been placed on the company's website (www.zotahealthcare.com) and at the registered office for shareholder information.