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

Meeting Details

The 31st Annual General Meeting was held on September 29, 2026. The meeting was conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM) without physical presence of members, in compliance with MCA General Circular No. 03/2025 dated September 22, 2025 and previous circulars, as well as SEBI Circulars dated October 3, 2024 and October 7, 2023.

Proposed Resolutions and Implications

Three resolutions were proposed for shareholder approval:

1. Resolution No. 1 (Ordinary Resolution): Adoption of Audited Standalone Financial Statements for the year ended March 31, 2026, along with Reports of Board of Directors and Auditors, and Audited Consolidated Financial Statements for the same period with Auditors' report.

2. Resolution No. 2 (Ordinary Resolution): Re-appointment of Mr. Arvind Kajaria (DIN: 00106901) as a Director who retired by rotation.

3. Resolution No. 3 (Special Resolution): Approval of Scheme of Amalgamation between One Two Three Greetings (India) Private Limited (Transferor Company & Wholly Owned Subsidiary) and IntraSoft Technologies Limited (Transferee Company) through Fast Track Route under Section 233 of the Companies Act, 2013.

Voting Process and Methods

The Company provided two voting methods:

  • Remote e-voting: Available from 9:00 a.m. on Saturday, September 26, 2026 to 5:00 p.m. on Monday, September 28, 2026
  • E-voting at AGM: Provided for shareholders who did not cast votes through remote e-voting prior to the meeting

The voting facility was provided by MUFG Intime India Private Limited. In cases where shareholders voted both remotely and at the AGM, the remote e-voting was treated as valid.

Key Voting Outcomes

Resolution No. 1 (Ordinary Resolution - Financial Statements):

  • Total votes cast: 41 members representing 91,54,434 shares
  • Invalid votes: 8 members representing 1,054 shares
  • Net valid voting: 36 members representing 91,53,380 shares
  • Votes with assent: 35 members representing 91,53,379 shares (100% of valid votes)
  • Votes with dissent: 1 member representing 1 share (0% of valid votes)

Resolution No. 2 (Ordinary Resolution - Director Re-appointment):

  • Total votes cast: 41 members representing 91,54,434 shares
  • Invalid votes: 5 members representing 1,054 shares
  • Net valid voting: 36 members representing 91,53,380 shares
  • Votes with assent: 35 members representing 91,53,379 shares (100% of valid votes)
  • Votes with dissent: 1 member representing 1 share (0% of valid votes)

Resolution No. 3 (Special Resolution - Amalgamation Scheme):

  • Total votes cast: 41 members representing 91,54,434 shares
  • Invalid votes: 5 members representing 1,054 shares
  • Net valid voting: 36 members representing 91,53,380 shares
  • Votes with assent: 35 members representing 91,53,379 shares (100% of valid votes)
  • Votes with dissent: 1 member representing 1 share (0% of valid votes)

Scrutinizer's Role and Findings

Rathi & Associates, Company Secretaries, were appointed as Scrutinizer by the Board of Directors at their meeting held on August 13, 2026. The scrutinizer's responsibility was to scrutinize and prepare a consolidated report of votes cast for and against the resolutions based on reports generated from the voting system. The scrutinizer confirmed that all three resolutions were approved by shareholders with near-unanimous support.

Compliance Confirmation

The voting process was conducted in compliance with:

  • Section 108 of the Companies Act, 2013
  • Rule 20 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Relevant MCA and SEBI circulars regarding virtual meetings and e-voting