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

ADF Foods Limited

Meeting Details

The 36th Annual General Meeting of ADF Foods Limited was held on Wednesday, 12th August, 2026 at 04:00 p.m. (IST) through two-way Video Conferencing (VC) or Other Audio Visual Means (OAVM) without the physical presence of members at a common venue. The meeting was conducted in compliance with relevant MCA and SEBI circulars.

Proposed Resolutions and Implications

Four resolutions were proposed for shareholder approval:

1. Ordinary Resolution: To receive, consider and adopt the Audited Standalone Financial Statements for FY ended 31st March, 2026, together with Reports of Board of Directors and Auditors, and the Audited Consolidated Financial Statements for the same period with Auditor's Report.

2. Ordinary Resolution: To declare a Final Dividend of ₹0.60 per equity share of face value ₹2 each for FY ended 31st March, 2026.

3. Ordinary Resolution: To appoint Mr. Bimal Thakkar (DIN: 00087404) as a Director who retires by rotation and is eligible for re-appointment.

4. Special Resolution: To approve continuation of existing remuneration terms of Mr. Bimal Thakkar for the remaining tenure of his current appointment from 1st October, 2026 to 30th September, 2028.

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting: Open from Saturday, 8th August 2026 at 9:00 a.m. (IST) to Tuesday, 11th August 2026 at 5:00 p.m. (IST)
  • E-voting during the AGM: For members present through VC/OAVM who could not participate in remote e-voting

The cut-off date for determining voting rights was 5th August, 2026. The e-voting facility was provided by MUFG Intime India Private Limited.

Key Voting Outcomes

Overall Participation:

  • Total shareholders on record date: 41,618
  • Shareholders present through VC: 57 (10 Promoters/Promoter Group, 47 Public)
  • Total outstanding shares: 10,98,63,595
  • Total votes polled: 6,48,20,410 shares (59.0008% of outstanding shares)

Resolution-wise Results:

Resolution 1 (Adoption of Financial Statements):

  • Total votes in favor: 6,48,20,405 (99.999% of votes polled)
  • Votes against: 5 (0.001% of votes polled)
  • Invalid votes: NIL

Resolution 2 (Final Dividend Declaration):

  • Total votes in favor: 6,48,20,398 (99.999% of votes polled)
  • Votes against: 12 (0.001% of votes polled)
  • Invalid votes: NIL

Resolution 3 (Re-appointment of Director):

  • Total votes in favor: 2,48,87,640 (99.999% of votes polled)
  • Votes against: 205 (0.001% of votes polled)
  • Invalid votes: NIL

Resolution 4 (Remuneration Approval):

  • Total votes in favor: 2,46,90,971 (99.209% of votes polled)
  • Votes against: 1,96,874 (0.791% of votes polled)
  • Invalid votes: NIL

Category-wise Voting Breakdown:

  • Promoter & Promoter Group: Held 3,96,98,565 shares, voted 100% in favor on all resolutions except Resolution 4 where they did not vote (interested party)
  • Public - Institutions: Held 2,53,35,524 shares, voted 74.6566% participation, predominantly in favor
  • Public - Non Institutions: Held 4,48,29,506 shares (including 26,76,590 IEPF frozen shares), voted 13.3242-13.8462% participation, predominantly in favor

Scrutinizer's Role and Findings

Mr. Sanjay S. Risbud of M/s. S. S. Risbud & Co., Thane, was appointed as Scrutinizer to scrutinize the e-voting process. The votes were unblocked on 12th August, 2026 at 5:25 p.m. (IST) in the presence of two independent witnesses (Ms. Damini Maurya and Mr. Manas Patkie). The scrutinizer confirmed that all resolutions were passed with requisite majority based on the reports generated from the e-voting system.

Compliance Confirmation

The meeting was conducted in compliance with the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and relevant MCA circulars. The notice of AGM along with Annual Report 2025-26 was sent through electronic mode to members whose email addresses were registered with the Company, RTA or depositories.