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

Rubicon Research Limited

NSE Symbol: RUBICON

Meeting Details

  • Type of Meeting: 27th Annual General Meeting (AGM)
  • Date: Wednesday, August 26, 2026
  • Time: 1:00 PM to 2:40 PM (IST)
  • Mode: Conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Record Date: August 19, 2026
  • Total Shareholders on Record Date: 41,330
  • Total Shares Outstanding: 16,55,31,908

Attendance Details

  • Promoters Present through VC: 6 members
  • Public Present through VC: 65 members
  • Total Members Present: 71 members
  • No members attended in person or through proxy

Voting Process and Methods

The voting was conducted through:

  • Remote e-voting: Available from August 22, 2026 (9:00 AM) to August 25, 2026 (5:00 PM) through NSDL's e-voting platform
  • E-voting at AGM: Provided for members who attended through VC/OAVM but did not participate in remote e-voting
  • Scrutinizer: Sunny Gogiya of SGGS & Associates (Membership No.: A56804), appointed at Board Meeting dated July 20, 2026

Proposed Resolutions and Implications

Nine resolutions were proposed for shareholder approval:

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements for FY 2025-26 with Board and Auditor reports

2. Adoption of Audited Consolidated Financial Statements for FY 2025-26 with Auditor report

3. Declaration of final dividend on equity shares for FY 2025-26

4. Re-appointment of Mrs. Pratibha Pilgaonkar (DIN: 00401516) as Director liable to retire by rotation

Special Business:

5. Approval of remuneration payable to Non-Executive Independent Directors

6. Approval of Rubicon Research Limited Stock Options Plan 2026 (ESOP 2026) for eligible employees

7. Extension of ESOP 2026 to eligible employees of subsidiaries

8. Appointment of M/s. BNP & Associates, Company Secretaries as Secretarial Auditors

9. Approval of Scheme of Merger of KIA Health Tech Private Limited (wholly-owned subsidiary) with Rubicon Research Limited under Section 233 of Companies Act, 2013

Key Voting Outcomes

Overall Participation:

  • Total Votes Cast: 14,75,68,889 shares (89.14% of total share capital)
  • Total Number of Resolutions: 9
  • All Resolutions Passed: Yes

Resolution-wise Results:

Item 1 (Ordinary Resolution - Standalone Financials):

  • Votes in Favour: 14,75,68,527 (99.9999%)
  • Votes Against: 62 (0.0000%)
  • Abstained/Less Voted: 297

Item 2 (Ordinary Resolution - Consolidated Financials):

  • Votes in Favour: 14,75,68,527 (99.9999%)
  • Votes Against: 62 (0.0000%)
  • Abstained/Less Voted: 297

Item 3 (Ordinary Resolution - Final Dividend):

  • Votes in Favour: 14,75,68,884 (99.9999%)
  • Votes Against: 37 (0.0001%)
  • Abstained/Less Voted: 30

Item 4 (Ordinary Resolution - Director Reappointment):

  • Votes in Favour: 14,75,57,283 (99.9922%)
  • Votes Against: 11,543 (0.0078%)
  • Abstained/Less Voted: 60

Item 5 (Ordinary Resolution - Director Remuneration):

  • Votes in Favour: 14,75,68,734 (99.9999%)
  • Votes Against: 122 (0.0001%)
  • Abstained/Less Voted: 30

Item 6 (Special Resolution - ESOP 2026):

  • Votes in Favour: 14,33,58,033 (97.1465%)
  • Votes Against: 42,10,823 (2.8535%)
  • Abstained/Less Voted: 30

Item 7 (Special Resolution - ESOP Extension):

  • Votes in Favour: 14,34,38,995 (97.2014%)
  • Votes Against: 41,29,861 (2.7986%)
  • Abstained/Less Voted: 30

Item 8 (Ordinary Resolution - Secretarial Auditor):

  • Votes in Favour: 14,67,54,302 (99.4482%)
  • Votes Against: 8,14,287 (0.5518%)
  • Abstained/Less Voted: 297

Item 9 (Special Resolution - Merger Scheme):

  • Votes in Favour: 14,67,54,654 (99.4482%)
  • Votes Against: 8,14,232 (0.5518%)
  • Abstained/Less Voted: 0

Shareholder Category-wise Participation

Promoter & Promoter Group:

  • Shares Held: 9,88,28,360
  • Votes Polled: 9,88,28,360 (100% participation)
  • 100% votes in favor for all resolutions

Public Institutions:

  • Shares Held: 2,75,06,936
  • Votes Polled: 2,33,49,609 (84.8863% participation)
  • High approval rates across all resolutions

Public Non-Institutions:

  • Shares Held: 3,91,96,612
  • Votes Polled: 2,53,90,887 (64.77-64.78% participation)
  • Generally high approval rates with minor opposition

Scrutinizer's Role and Findings

Sunny Gogiya of SGGS & Associates was appointed as scrutinizer to ensure fair and transparent voting process. Key responsibilities included:

  • Scrutinizing both remote e-voting and e-voting at AGM
  • Unblocking voting data on August 26, 2026, in presence of witnesses (Mr. Pradeep Prajapati and Mr. Rushabh Joshi)
  • Preparing consolidated scrutinizer's report
  • Confirming all resolutions passed with requisite majority
  • Ensuring electronic voting records preserved for company secretary

The scrutinizer confirmed that the voting process complied with Section 108 of Companies Act, 2013, Rule 20 of Companies (Management and Administration) Rules, 2014, SEBI Listing Regulations, and MCA circulars.

Compliance Confirmation

The company confirmed compliance with:

  • Companies Act, 2013 and relevant rules
  • SEBI Listing Obligations and Disclosure Requirements Regulations, 2015
  • MCA circulars regarding electronic voting and virtual meetings
  • All resolutions passed with required majority thresholds

Additional Information

  • Advertisements published in Financial Express (English) and Loksatta (Marathi) on July 30, 2026, and August 4, 2026
  • Registrar and Share Transfer Agent: MUFG Intime India Private Limited
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • All voting results and scrutinizer report uploaded on company website (www.rubicon.co.in) and NSDL website
  • Digital signatures verified for all official documents