Meeting Details

  • Date of Meeting: Thursday, September 24, 2026
  • Time: 12:00 P.M. (IST)
  • Location: Conducted through Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Deemed Venue: Registered Office of the Company at 902, Martin Burn Business Park, BP-3, Sector-V, Salt Lake, Kolkata – 700091
  • Type of Meeting: 43rd Annual General Meeting

Proposed Resolutions and Implications

Five resolutions were presented for shareholder approval:

1. Ordinary Resolution: To receive, consider and adopt the Audited Standalone Financial Statement for FY ended March 31, 2026, with Reports of Board of Directors and Auditors

2. Ordinary Resolution: To receive, consider and adopt the Audited Consolidated Financial Statement for FY ended March 31, 2026, with Report of Auditors

3. Ordinary Resolution: To appoint Mr. Sanjive Sehgal (DIN: 00787232) as director who retires by rotation under Section 152(6) of Companies Act, 2013

4. Ordinary Resolution: To approve Material Related Party Transactions with Step-down Subsidiary, Nerbe Plus GmbH and Co. KG ("Nerbe")

5. Special Resolution: To approve and ratify waiver of excessive managerial remuneration paid to Executive Directors & Non-Executive Directors (Except Nominee Director) during FY 2025-26

Voting Process and Methods

  • Remote E-voting: Conducted through NSDL from September 21, 2026 (9:00 AM IST) to September 23, 2026 (5:00 PM IST)
  • E-voting at AGM: Available for members who had not cast votes through remote e-voting
  • Cut-off Date: Thursday, September 17, 2026
  • Total Shareholders on Record Date: 82,030
  • Shareholders Attending Meeting:
  • Promoters and Promoter Group: 4
  • Public: 60

Key Voting Outcomes

Resolution 1: Adoption of Standalone Financial Statements

  • Total Votes Polled: 37,694,377 (70.8457% of outstanding shares)
  • In Favor: 37,694,220 (99.9996%)
  • Against: 157 (0.0004%)
  • Category-wise Breakdown:
  • Promoter & Promoter Group: 25,160,425 votes (100% in favor)
  • Public Institutions: 26,187 votes (100% in favor)
  • Public Non-Institutions: 12,507,765 votes (99.9987% in favor, 0.0013% against)
  • Result: Passed

Resolution 2: Adoption of Consolidated Financial Statements

  • Total Votes Polled: 37,694,377 (70.8457% of outstanding shares)
  • In Favor: 37,694,220 (99.9996%)
  • Against: 157 (0.0004%)
  • Category-wise Breakdown:
  • Promoter & Promoter Group: 25,160,425 votes (100% in favor)
  • Public Institutions: 26,187 votes (100% in favor)
  • Public Non-Institutions: 12,507,765 votes (99.9987% in favor, 0.0013% against)
  • Result: Passed

Resolution 3: Re-appointment of Mr. Sanjive Sehgal

  • Total Votes Polled: 37,694,377 (70.8457% of outstanding shares)
  • In Favor: 37,693,340 (99.9972%)
  • Against: 1,037 (0.0028%)
  • Category-wise Breakdown:
  • Promoter & Promoter Group: 25,160,425 votes (100% in favor)
  • Public Institutions: 26,187 votes (97.6210% in favor, 2.3790% against)
  • Public Non-Institutions: 12,507,765 votes (99.9967% in favor, 0.0033% against)
  • Result: Passed

Resolution 4: Related Party Transactions with Nerbe

  • Total Votes Polled: 12,533,952 (23.5573% of outstanding shares)
  • In Favor: 12,533,054 (99.9928%)
  • Against: 898 (0.0072%)
  • Category-wise Breakdown:
  • Promoter & Promoter Group: 0 votes (abstained due to interest)
  • Public Institutions: 26,187 votes (97.6210% in favor, 2.3790% against)
  • Public Non-Institutions: 12,507,765 votes (99.9978% in favor, 0.0022% against)
  • Result: Passed

Resolution 5: Waiver of Excessive Managerial Remuneration

  • Total Votes Polled: 37,694,377 (70.8457% of outstanding shares)
  • In Favor: 37,657,974 (99.9034%)
  • Against: 36,403 (0.0966%)
  • Category-wise Breakdown:
  • Promoter & Promoter Group: 25,160,425 votes (100% in favor)
  • Public Institutions: 26,187 votes (15.9430% in favor, 84.0570% against)
  • Public Non-Institutions: 12,507,765 votes (99.8849% in favor, 0.1151% against)
  • Result: Passed

Scrutinizer's Role and Findings

  • Scrutinizer: Manisha Saraf, Proprietor of Manisha Saraf & Associates, Company Secretaries
  • FRN: S2019WB666200
  • Membership No.: F7607
  • Certificate of Practice No.: 8207
  • Appointment: By Board of Directors to scrutinize e-voting process
  • Process: Remote e-voting and e-voting at AGM were scrutinized based on reports generated from NSDL's e-voting system
  • Witnesses: Mr. Prakash Kulthia and Ms. Rakhi Gupta (not employed by Company/NSDL) witnessed the unblocking of voting results
  • Conclusion: All resolutions passed with requisite majority as per Companies Act, 2013 and SEBI LODR Regulations

Compliance with Laws and Regulations

The voting process complied with:

  • Section 108 of Companies Act, 2013
  • Rule 20 of Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circulars: No. 14/2020, 17/2020, 20/2020, 09/2024, 03/2025
  • SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024

Additional Information

  • Total outstanding shares: 53,206,281
  • Notice of AGM dispatched: September 2, 2026
  • Pre-meeting advertisement published: August 25, 2026 in Financial Express and Aajkaal
  • Post-dispatch advertisement published: September 3, 2026
  • Voting results available on company website: www.tarsons.com