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

Madras Fertilizers Limited

Meeting Details

The 60th Annual General Meeting was held on September 24, 2026 at 11:00 a.m. through Video Conferencing (VC). The record date for determining eligible shareholders was September 17, 2026, with 58,881 shareholders on record.

Proposed Resolutions and Implications

The AGM considered eight resolutions:

1. Ordinary Resolution: Adoption of Audited Financial Statements for FY ended March 31, 2026, including Balance Sheet, Profit & Loss Statement, Cash Flow Statement, Changes in Equity, Notes to Accounts, Directors' Report, Auditors' Report, and CAG comments with management replies

2. Ordinary Resolution: Reappointment of Mr. Mohammad Bagher Dakhili (DIN: 07704367) as director retiring by rotation

3. Ordinary Resolution: Reappointment of Mr. Babak Bagherpour (DIN: 08341090) as director retiring by rotation

4. Ordinary Resolution: Reappointment of Smt. Samieh Kokabi (DIN: 09066692) as director retiring by rotation

5. Ordinary Resolution: Authorization to Board to fix remuneration of Statutory Auditors for FY 2026-27 under Sections 139(5) and 142 of Companies Act, 2013

6. Ordinary Resolution: Ratification of remuneration to Cost Auditor for FY 2026-27

7. Special Resolution: Appointment of Dr. Ravada Satyanarayana (DIN: 11905587) as Non-Executive Independent Director

8. Special Resolution: Appointment of Shri Dipesh Kumar (DIN: 11904399) as Non-Executive Independent Director

Voting Process and Methods

The voting process utilized two methods:

  • Remote e-voting: Available from September 21, 2026 (9:00 a.m. IST) to September 23, 2026 (5:00 p.m. IST) through NSDL platform
  • E-voting during AGM: Provided for members who had not participated in remote e-voting, also through NSDL platform

The promoter/promoter group was not interested in any of the resolutions.

Key Voting Outcomes

Overall Participation

  • Total outstanding shares: 161,101,300
  • Total votes cast: 137,413,432 shares (85.2963% of outstanding shares)
  • Number of voting members: 105

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements Adoption)

  • Votes in favor: 137,413,057 shares (99.9997%)
  • Votes against: 375 shares (0.0003%)
  • Members in favor: 90
  • Members against: 15

Resolution 2 (Ordinary - Reappointment of Mr. Mohammad Bagher Dakhili)

  • Votes in favor: 137,412,207 shares (99.9991%)
  • Votes against: 1,225 shares (0.0009%)
  • Members in favor: 85
  • Members against: 20

Resolution 3 (Ordinary - Reappointment of Mr. Babak Bagherpour)

  • Votes in favor: 137,410,685 shares (99.9980%)
  • Votes against: 2,747 shares (0.0020%)
  • Members in favor: 83
  • Members against: 22

Resolution 4 (Ordinary - Reappointment of Smt. Samieh Kokabi)

  • Votes in favor: 137,410,707 shares (99.9980%)
  • Votes against: 2,725 shares (0.0020%)
  • Members in favor: 84
  • Members against: 21

Resolution 5 (Ordinary - Statutory Auditors' Remuneration)

  • Votes in favor: 137,410,857 shares (99.9981%)
  • Votes against: 2,575 shares (0.0019%)
  • Members in favor: 86
  • Members against: 19

Resolution 6 (Ordinary - Cost Auditor Remuneration Ratification)

  • Votes in favor: 137,410,857 shares (99.9981%)
  • Votes against: 2,575 shares (0.0019%)
  • Members in favor: 86
  • Members against: 19

Resolution 7 (Special - Appointment of Dr. Ravada Satyanarayana)

  • Votes in favor: 137,411,135 shares (99.9983%)
  • Votes against: 2,297 shares (0.0017%)
  • Members in favor: 86
  • Members against: 19

Resolution 8 (Special - Appointment of Shri Dipesh Kumar)

  • Votes in favor: 137,412,657 shares (99.9994%)
  • Votes against: 775 shares (0.0006%)
  • Members in favor: 88
  • Members against: 17

Scrutinizer's Role and Findings

Mr. Subramanian Chandrasekar, Practising Company Secretary (FCS No. 6773/COP No. 13761), was appointed as Scrutinizer on August 11, 2026. His responsibilities included:

  • Scrutinizing remote e-voting and e-voting during AGM in fair and transparent manner
  • Preparing consolidated scrutinizer's report based on data from NSDL e-voting system
  • Ensuring compliance with Section 108 of Companies Act, 2013 and Rule 20 & 21 of Companies (Management and Administration) Rules, 2014

The scrutinizer verified that all shareholders who voted through remote e-voting were blocked from voting again during the AGM. Only members present through VC/OAVM who hadn't voted remotely were allowed to vote during the meeting.

Compliance with Laws and Regulations

The meeting and voting process complied with:

  • Companies Act, 2013 and relevant Rules
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA General Circulars No. 14/2020, 17/2020, 20/2020, and 03/2025 regarding conduct of meetings through VC/OAVM
  • The facility for appointment of proxies was dispensed with as per MCA circulars