Meeting Details

  • Date and Time: Tuesday, June 30, 2026, from 11:00 A.M. to 12:30 P.M.
  • Location: Corporate Office of the Company at D/37-3, TTC Industrial Area, MIDC, Turbhe, Navi Mumbai – 400703.
  • Mode: Physical Meeting.
  • Cut-off Date: June 23, 2026.
  • Total Shareholders on Cut-off: 74,788.

Attendance and Participation

  • Total Members Present: 66 shareholders.
  • Total Equity Shares Represented: 9,72,54,946 shares, representing 61.10% of the total paid-up equity share capital.
  • Members in Person: 65 shareholders holding 2,85,250 shares.
  • Authorized Representative: 1 shareholder holding 9,69,69,696 shares.

Directors and Key Personnel Present

  • Mr. Rahul Franklin Guha (Chairman, Managing Director & CEO)
  • Mr. Alok Kumar Jagnani (Non-Executive & Non-Independent Director)
  • Mr. Uday Patel Kadam (Non-Executive & Non-Independent Director)
  • Mr. Gaurav Verma (Non-Executive & Non-Independent Director)
  • Dr. Prapti Ishwar Gilada (Independent Director & Chairperson of SRC, RMC, NRC)
  • Dr. Indumati Gopinathan (Independent Director & Chairperson of CSR Committee)
  • Mr. Nishant Amilal Shah (Independent Director & Chairman of Audit Committee)
  • Dr. Harshil Jiten Vora (Independent Director)
  • Mr. Anandh Sundar (Independent Director)
  • Mr. Vikram Gupta (CFO)
  • Mr. Brijesh Kumar (Company Secretary & Compliance Officer)

Also present were representatives from M S K A & Associates LLP (Statutory Auditors), Mehta & Mehta (Secretarial Auditors), and Bhavesh Chheda & Associates (Scrutinizer).

Voting Process

  • Remote e-voting was conducted via CDSL from June 26, 2026 (9:00 A.M.) to June 29, 2026 (5:00 P.M.).
  • E-voting was also available during the AGM.
  • The Scrutinizer was Mr. Bhavesh Chheda of Bhavesh Chheda & Associates.

Summary of Resolutions and Implications

Ten resolutions were proposed for shareholder approval:

Ordinary Businesses

1. Adoption of Financial Statements: To adopt audited standalone and consolidated financial statements for FY ended March 31, 2026, along with Board's and Auditors' Reports.

2. Dividend Declaration: To declare a final dividend of ₹7.00 per equity share and confirm an interim dividend of ₹7.00 per share (pre-bonus), equivalent to ₹2.33 post-bonus adjustment.

3. Re-appointment of Director: To re-appoint Mr. Alok Kumar Jagnani (DIN: 00644360), who retired by rotation.

4. Appointment of Statutory Auditors: To appoint M/s. Price Waterhouse Chartered Accountants LLP (FRN: 012754N/N500016) for a first term of five years and fix their remuneration. (Special Resolution)

Special Businesses

5. Ratification of Cost Auditors' Remuneration: To ratify the remuneration of M/s. Jitender Navneet & Co., Cost Accountants.

6. Material Related Party Transaction: Approval for transactions with Docon Technologies Private Limited. (Promoters did not vote on this resolution as per SEBI LODR Reg. 23(4)).

7. Appointment of Director: To appoint Mr. Gaurav Verma (DIN: 11692586) as Non-Executive, Non-Independent Director from May 08, 2026.

8. Appointment of Director: To appoint Mr. Uday Patel Kadam (DIN: 09277168) as Non-Executive, Non-Independent Director from May 08, 2026.

9. Re-appointment of MD & CEO: To re-appoint Mr. Rahul Franklin Guha (DIN: 09588432) as Chairman, MD & CEO from May 04, 2027, and approve his remuneration.

10. Amendment of MOA: To amend the Memorandum of Association of the Company. (Special Resolution)

Key Voting Outcomes

Total Valid Votes Cast across all resolutions: 13,50,56,414 votes (84.8529% of outstanding shares).

Resolution-wise Results:

  • Resolution 1 (Ordinary - Adoption of Financials): Passed with 13,50,55,991 votes in favor (99.9997%) and 423 against (0.0003%).
  • Resolution 2 (Ordinary - Dividend): Passed with 13,50,56,189 votes in favor (99.9998%) and 225 against (0.0002%).
  • Resolution 3 (Ordinary - Re-appoint Director): Passed with 13,44,39,298 votes in favor (99.5431%) and 6,17,116 against (0.4569%).
  • Resolution 4 (Special - Appoint Auditors): Passed with 13,50,55,881 votes in favor (99.9996%) and 533 against (0.0004%).
  • Resolution 5 (Ordinary - Ratify Cost Auditors): Passed with 13,50,55,901 votes in favor (99.9996%) and 513 against (0.0004%).
  • Resolution 6 (Ordinary - RPT with Docon): Passed with 3,80,86,263 votes in favor (99.9988%) and 455 against (0.0012%). Promoters holding 9,69,69,696 shares did not vote.
  • Resolution 7 (Ordinary - Appoint Director Gaurav Verma): Passed with 13,50,23,953 votes in favor (99.9760%) and 32,461 against (0.0240%).
  • Resolution 8 (Ordinary - Appoint Director Uday Kadam): Passed with 13,50,23,955 votes in favor (99.9760%) and 32,459 against (0.0240%).
  • Resolution 9 (Ordinary - Re-appoint MD & CEO): Passed with 13,14,12,508 votes in favor (97.3841%) and 35,29,924 against (2.6159%).
  • Resolution 10 (Special - Amend MOA): Passed with 13,50,55,911 votes in favor (99.9996%) and 503 against (0.0004%).

Participation Breakdown by Shareholder Category:

The total shareholding as of the cut-off date was 15,91,65,315 shares across 74,788 shareholders.

  • Promoter & Promoter Group: Held 9,69,69,696 shares (60.92%). Voted 100% on all resolutions except Resolution 6 (abstained as required).
  • Public Institutions: Held 4,19,19,812 shares (26.33%). Average participation ~90.77%.
  • Public Non-Institutions: Held 2,02,75,807 shares (12.74%). Very low participation (~0.18%).

Scrutinizer's Role and Findings

Mr. Bhavesh Chheda was appointed as the Scrutinizer. His report confirmed:

  • The remote e-voting period was from June 26 to June 29, 2026.
  • The e-voting system was unblocked after the AGM in the presence of two witnesses.
  • A register was maintained electronically as per Rule 20(4)(xiv) of the Companies (Management and Administration) Rules, 2014.
  • There were no invalid votes cast on any resolution.
  • All resolutions were passed by the requisite majority.

Compliance Confirmation

The Company confirmed compliance with the Companies Act, 2013, its rules, and the SEBI LODR Regulations, 2015. The notice of the AGM was published in 'Business Standard' (English) and 'Navshakti' (Marathi) on June 5, 2026.

Additional Information

The full Chairman's speech was annexed, highlighting FY26 performance: Consolidated revenue of ₹829.04 Cr (up 21% YoY), profit of ₹162.85 Cr (up 79% YoY), over 210 million tests processed, and serving 19.2 million patients. The speech also outlined strategic initiatives in specialized diagnostics and genomics.

The voting results and scrutinizer's report are available on the company's website (https://investor.thyrocare.com) and the CDSL e-voting portal (https://www.evotingindia.com).