Meeting Details

The 37th Annual General Meeting of Kohinoor Foods Limited was held on Wednesday, September 30, 2026, at 11:30 A.M. IST through Video Conferencing/Other Audio Visual Means (VC/OAVM) facility. The deemed venue was the Registered Office of the Company at Pinnacle Business Towers, 10th Floor, Suraj Kund, Shooting Range Road, Faridabad-121001, Haryana, India. The meeting commenced at 11:30 A.M. and concluded at 12:22 P.M. on the same day.

Proposed Resolutions and Implications

The following seven resolutions were proposed and voted upon:

1. Ordinary Resolution: Adoption of the Audited Standalone Financial Statements for the financial year ended March 31, 2026, and the reports of the Board of Directors and Auditors thereon; and the Audited Consolidated Financial Statements for the financial year ended March 31, 2026, and the report of the Auditors thereon.

2. Ordinary Resolution: Re-appointment of Mr. Satnam Arora (DIN: 00010667) as Director, who retires by rotation and being eligible offers himself for re-appointment.

3. Ordinary Resolution: Appointment of M/s Arora and Choudhary, Chartered Accountants, New Delhi (Firm Registration No. 003870N) as Statutory Auditors of the Company to hold office from the conclusion of the 37th AGM up to the conclusion of the 42nd AGM and to fix their remuneration.

4. Ordinary Resolution: Ratification of remuneration of Cost Auditor of the Company pursuant to Section 148 and all other applicable provisions of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 to conduct the audit of the cost records for the financial year 2026-27.

5. Special Resolution: Re-appointment of Mr. Jugal Kishore Arora (DIN: 00010704) as Whole Time Director and renewal of his remuneration w.e.f. October 1, 2026, subject to overall limit approved by the Central Government.

6. Special Resolution: Re-appointment of Mr. Satnam Arora (DIN: 00010667) as Jt. Managing Director and renewal of his remuneration w.e.f. October 1, 2026, subject to overall limit approved by the Central Government.

7. Special Resolution: Re-appointment of Mr. Gurnam Arora (DIN: 00010731) as Jt. Managing Director and renewal of his remuneration w.e.f. October 1, 2026, subject to overall limit approved by the Central Government.

Voting Process and Methods

The voting was conducted through two methods:

  • Remote e-voting: Available through NSDL e-voting platform from Sunday, September 27, 2026 (09:00 A.M. IST) to Tuesday, September 29, 2026 (05:00 P.M. IST)
  • E-voting at AGM: Facility provided for members participating in the 37th AGM through VC/OAVM who had not cast their vote through remote e-voting earlier

The cut-off date for determining shareholders eligible to vote was September 18, 2026. The total number of shareholders on record date was 49,246.

Key Voting Outcomes

Resolution 1 (Ordinary - Financial Statements Adoption)

  • Total valid votes cast: 13,857,278 (37.38% of outstanding shares)
  • Votes in favor: 13,856,280 (99.99% of votes polled)
  • Votes against: 998 (0.01% of votes polled)
  • 309 members voted in favor, 6 members voted against

Resolution 2 (Ordinary - Re-appointment of Satnam Arora)

  • Total valid votes cast: 13,857,278 (37.38% of outstanding shares)
  • Votes in favor: 13,856,255 (99.99% of votes polled)
  • Votes against: 1,023 (0.01% of votes polled)
  • 308 members voted in favor, 7 members voted against

Resolution 3 (Ordinary - Appointment of Statutory Auditors)

  • Total valid votes cast: 13,857,278 (37.38% of outstanding shares)
  • Votes in favor: 13,856,255 (99.99% of votes polled)
  • Votes against: 1,023 (0.01% of votes polled)
  • 308 members voted in favor, 7 members voted against

Resolution 4 (Ordinary - Ratification of Cost Auditor Remuneration)

  • Total valid votes cast: 13,857,278 (37.38% of outstanding shares)
  • Votes in favor: 13,856,280 (99.99% of votes polled)
  • Votes against: 998 (0.01% of votes polled)
  • 309 members voted in favor, 6 members voted against

Resolution 5 (Special - Re-appointment of Jugal Kishore Arora)

  • Total valid votes cast: 13,857,278 (37.38% of outstanding shares)
  • Votes in favor: 13,856,280 (99.99% of votes polled)
  • Votes against: 998 (0.01% of votes polled)
  • 309 members voted in favor, 6 members voted against

Resolution 6 (Special - Re-appointment of Satnam Arora)

  • Total valid votes cast: 13,857,278 (37.38% of outstanding shares)
  • Votes in favor: 13,856,280 (99.99% of votes polled)
  • Votes against: 998 (0.01% of votes polled)
  • 309 members voted in favor, 6 members voted against

Resolution 7 (Special - Re-appointment of Gurnam Arora)

  • Total valid votes cast: 13,857,278 (37.38% of outstanding shares)
  • Votes in favor: 13,856,280 (99.99% of votes polled)
  • Votes against: 998 (0.01% of votes polled)
  • 309 members voted in favor, 6 members voted against

Participation Breakdown by Shareholder Category

Promoter and Promoter Group

  • Shares held: 13,965,790
  • Votes polled: 13,837,200 (99.08% of shares held)- Voted 100% in favor on all resolutions

Public Institutions

  • Shares held: 9,390
  • Votes polled: 0 (0.00% of shares held)

Public-Non Institutions

  • Shares held: 23,096,350
  • Votes polled: 20,078 (0.09% of shares held)
  • Voted approximately 95.03% in favor and 4.97% against across resolutions

Scrutinizer's Role and Findings

Mr. Manish Kumar, Practicing Company Secretary of M/s. MANK & ASSOCIATES (FRN: S2017UP5541001), was appointed as Scrutinizer by the Board of Directors vide resolution dated August 13, 2026. His responsibilities included:

  • Scrutinizing the remote e-voting process prior to and during the AGM
  • Conducting the e-voting process in a fair and transparent manner
  • Preparing a consolidated scrutinizer's report on votes cast

The scrutinizer submitted his consolidated report on October 1, 2026, confirming the voting process and results. All electronic data and relevant records of voting will remain in his custody until the Chairman considers, approves and signs the minutes of the 37th AGM, after which they will be handed over to Mr. Deepak Kaushal, Company Secretary & Manager (Legal).

Compliance with Laws and Regulations

The company confirmed compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 44)
  • Companies Act, 2013 (Sections 108, 148)
  • Companies (Management and Administration) Rules, 2014 (Rule 20)
  • Secretarial Standard on General Meetings (SS-2)
  • MCA Circulars dated May 5, 2020, April 8, 2020, April 13, 2020, and September 19, 2024
  • SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023, and October 9, 2024

The notice of the AGM dated August 13, 2026, along with the annual report for 2025-26, was sent to shareholders through electronic mode and was also uploaded on the company's website (www.kohinoorfoods.in), stock exchange websites (BSE and NSE), and NSDL website (www.evoting.nsdl.com).

Attendance Details

  • Total shareholders on record date: 49,246
  • Shareholders present in meeting: 201 (2 Promoters/Promoter Group + 199 Public)
  • All shareholders attended through Video Conferencing

Directors Present

The following directors were present through VC/OAVM:

  • Mr. Gurnam Arora - Jt. Managing Director (Chairman of the meeting)
  • Mr. Satnam Arora - Jt. Managing Director
  • Mrs. Mani Chandra Bhandari - Independent Director & Chairperson of various committees
  • Mr. Yash Pal Mahajan - Independent Director

Mr. Jugal Kishore Arora, Chairman of the Board of Directors, was not present.

Other Officials Present

  • Mr. Prabhat Kumar - Chief Financial Officer
  • Mr. Deepak Kaushal - Company Secretary
  • Mr. Manish Kumar - Scrutinizer

Date of Declaration of Result

The results were declared on September 30, 2026, with the detailed voting results prepared on October 1, 2026.