Date and Type of Meeting

The voting was conducted via Postal Ballot (remote e-voting) without a physical meeting. The process concluded on Thursday, May 28, 2026, at 5:00 p.m. IST. The Record Date or Cut-off Date for determining shareholder eligibility to vote was Friday, April 24, 2024. The total number of shareholders on this date was 65,375.

Summary of Proposed Resolutions

The following eight resolutions were proposed for shareholder approval:

1. Alteration of Articles of Association (Special Resolution)

2. Appointment of Mr. Gulzar Ahmad (DIN: 01312305) as Chairperson and Managing Director (Ordinary Resolution)

3. Appointment of Mr. Viswambharan Parameswaran (DIN: 09822921) as a Director (Ordinary Resolution)

4. Appointment of Mr. Viswambharan Parameswaran (DIN: 09822921) as a Whole-Time Director (Ordinary Resolution)

5. Appointment of Mr. Bhabani Sankar Acharya (DIN: 11679213) as a Director (Ordinary Resolution)

6. Appointment of Mr. Bhabani Sankar Acharya (DIN: 11679213) as a Whole-Time Director (Ordinary Resolution)

7. Re-Appointment of Mr. Gaurav Rajendra Luthra (DIN: 08023492) as a Non-Executive Independent Director (Special Resolution)

8. Shifting of Registered Office of the Company from 'State of Uttar Pradesh' to the 'National Capital Territory (NCT) of Delhi' (Special Resolution)

The promoters/promoter group were not interested in any of the resolutions except for the Alteration of Articles of Association.

Voting Process and Methods

The voting was conducted entirely through remote e-voting. The company availed the services of National Securities Depository Limited (NSDL) for this process. The e-voting period commenced on Wednesday, April 29, 2026, at 9:00 a.m. IST and ended on Thursday, May 28, 2026, at 5:00 p.m. IST on the website https://www.evoting.nsdl.com. No votes were cast via poll or physical postal ballot. Advertisements for the postal ballot were published in the Financial Express (English) and Hindustan (Hindi) newspapers on April 28, 2026.

Key Voting Outcomes

Overall Participation

  • Total Number of Equity Shares: 500,769,770
  • Total Votes Polled: 337,859,387 shares
  • Overall Voting Percentage: 67.468% of total equity shares

Resolution-Wise Results

All resolutions were passed with the requisite majority. The results, including a breakdown by shareholder category (Promoter & Promoter Group, Public Institutions, Public Non-Institutions), are as follows:

Item 1: Alteration of Articles of Association (Special Resolution - PASSED)

  • Total Votes Polled: 337,859,387 (67.468% of outstanding shares)
  • Votes in Favor: 337,851,599 (99.998% of votes polled)
  • Votes Against: 7,788 (0.002% of votes polled)

Item 2: Appointment of Mr. Gulzar Ahmad as Chairperson & MD (Ordinary Resolution - PASSED)

This resolution was passed considering votes from public shareholders only, as promoters were interested.

  • Total Votes Polled (Public only): 21,457,547
  • Votes in Favor: 21,449,063 (99.960% of public votes polled)
  • Votes Against: 8,484 (0.040% of public votes polled)

Item 3: Appointment of Mr. V. Parameswaran as Director (Ordinary Resolution - PASSED)

  • Total Votes Polled: 337,861,887 (67.468% of outstanding shares)
  • Votes in Favor: 337,852,275 (99.997% of votes polled)
  • Votes Against: 9,612 (0.003% of votes polled)

Item 4: Appointment of Mr. V. Parameswaran as Whole-Time Director (Ordinary Resolution - PASSED)

  • Total Votes Polled: 337,861,887 (67.468% of outstanding shares)
  • Votes in Favor: 337,853,185 (99.997% of votes polled)
  • Votes Against: 8,702 (0.003% of votes polled)

Item 5: Appointment of Mr. B.S. Acharya as Director (Ordinary Resolution - PASSED)

  • Total Votes Polled: 337,861,887 (67.468% of outstanding shares)
  • Votes in Favor: 337,853,117 (99.997% of votes polled)
  • Votes Against: 8,770 (0.003% of votes polled)

Item 6: Appointment of Mr. B.S. Acharya as Whole-Time Director (Ordinary Resolution - PASSED)

  • Total Votes Polled: 337,861,887 (67.468% of outstanding shares)
  • Votes in Favor: 337,853,117 (99.997% of votes polled)
  • Votes Against: 8,770 (0.003% of votes polled)

Item 7: Re-Appointment of Mr. G.R. Luthra as Ind. Director (Special Resolution - PASSED)

  • Total Votes Polled: 337,861,409 (67.468% of outstanding shares)
  • Votes in Favor: 337,850,854 (99.997% of votes polled)
  • Votes Against: 10,555 (0.003% of votes polled)

Item 8: Shifting of Registered Office (Special Resolution - PASSED)

  • Total Votes Polled: 337,862,937 (67.468% of outstanding shares)
  • Votes in Favor: 337,857,910 (99.998% of votes polled)
  • Votes Against: 5,027 (0.002% of votes polled)

Participation by Shareholder Category

  • Promoter & Promoter Group: Voted 316,402,740 shares out of 375,577,327 held (84.244% participation). Voted 100% in favor on all resolutions where they were not interested.
  • Public Institutions: Voted 17,896,570 shares out of 40,359,140 held (44.343% participation). Voted 100% in favor on all resolutions.
  • Public Non-Institutions: Voted 3,562,627 shares out of 84,833,303 held (4.200% participation). Voted overwhelmingly in favor on all resolutions, with minor dissent ranging from 0.141% to 0.296%.

Scrutinizer's Role, Findings, and Conclusions

CS Ramesh Chandra Sharma (FCS 5524, CP No. 7957) of R.C. Sharma & Associates was appointed as the Scrutinizer. His responsibilities included scrutinizing the e-voting process and ascertaining the requisite majority. The Scrutinizer's report, dated May 29, 2026, confirms:

  • The e-voting process was conducted on the NSDL platform from April 29 to May 28, 2026.
  • The votes were unblocked on May 28, 2026, at 5:05 P.M.
  • The results generated from the NSDL platform were reconciled with company records.
  • The Scrutinizer confirmed that all eight resolutions secured the requisite majority of votes and are therefore passed.

The detailed scrutinizer's report, including the number of members who voted for/against each resolution, is annexed.

Compliance Confirmation

The disclosure confirms compliance with:

  • Sections 108 & 110 of the Companies Act, 2013.
  • Rules 20 & 22 of the Companies (Management and Administration) Rules, 2014.
  • Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
  • Secretarial Standard on General Meetings (SS-2).

The voting results and scrutinizer's report are also available on the company's website, www.hmagroup.co.