Shareholders meeting

GUJARAT INDUSTRIES POWER COMPANY LTD. Regd. Office: P.O. Ranoli - 391 350, Dist. Vadodara, Gujarat - INDIA CIN: L99999GJ1985PLC00786 REF:SE/41st AGM/Proceedings 19th September, 2026 The General Manager The General Manager Corporate Relations Department Listing Department BSE Ltd. National Stock Exchange of India Ltd. 1st Floor, New Trading Ring "Exchange Plaza", C-1, Block 'G', Sir Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Dalal Street, Bandra {East) Mumbai: 400001. Mumbai: 400 051. Scrip Code: 517300 Scrip Symbol: GIPCL SUB.: PROCEEDINGS OF THE 41sr ANNUAL GENERAL MEETING OF THE MEMBERS OF THE COMPANY HELD ON 19TH SEPTEMBER, 2026, THROUGH VIDEO CONFERENCE (Ve} / OTHER AUDIO-VISUAL MEANS (OAVM). Dear Sir/ Madam, Pursuant to Para A of Part A to Schedule Ill of Regulation 30 of the SEBI {Listing Obligations and Disclosure Requirements) Regulation, 2015, we submit herewith proceedings of the 4i5t Annual General Meeting of the Members of the Company held on Saturday, 19th September, 2026, at 11:30 a.m. through Video Conference {VC) / Other Audio-Visual Means {OAVM) and concluded at 12:36 p.m. ATTENDANCE OF DIRECTORS: 1 Dr. Jayanti S. Ravi, IAS Chairperson of the Meeting 2 Shri S S Bhatt Nominee Director {through VC) 3 Shri N N Misra Independent Director Chairman - Audit Committee up to 11/08/2026 4 Shri Prabhat Singh Independent Director Chairman -Audit Committee from 11/08/2026 5 Shri Nitin Chandrashanker Independent Director Shukla Chairman - Nomination & Remuneration Committee 6 Dr. Ravindrarai Harshadrai Independent Director Dholakia Chairman-Stakeholders' Relationship Committee 7 Dr. Mamata Biswal Independent Director 8 Shri Susanta Kumar Roy Independent Director (through VC) Chairman- Risk Management Committee from 11/08/2026) 9 Smt. Suchita Gupta Independent Director ~ 'sS )1 /' - " :-" -· --" :.' 0 ~ 10 Smt. Vatsala Vasudeva, IAS Managing Director RMi'ou ~ ·<I'. J'lmO 1 ct.~,, . VADOCARA .o ...... Regd. Office & Vadodara Plant: AN Surat Lignite Power Plant: P.O. Ranoli -391 350, Dist. Vadodara, Gujarat - INDIA 1101001, 14001 Village: Nani Naroli, Tai. Mangrol, Dist: Surat 394110 Gujarat, INDIA 11001,10001 Phone:EPABX(0265)2232768Fax:2230029 COMPANY Phone: EPABX (02629) 261063 to 261072 Fax: 261080 Email: cs@gipcl.com Email: genslpp@gipcl.com Website: www.gipcl.com GUJARAT INDUSTRIES POWER COMPANY LTD. IN ATTENDANCE: CA K K Bhatt - Executive Director (Finance) and Chief Financial Officer CS Shalin Patel -Company Secretary & Compliance Officer OTHER REPRESENTATIVES: M/s. KC Mehta Co. & LLP, Chartered Accountants -Statutory Auditors M/s. TNT & Associates, Practicing Company Secretaries -Secretarial Auditors CS Shailja Pandya, Practicing Company Secretary - Independent Scrutinizer MEMBERS PRESENT: Members present through Video Conference: 62. Dr. Jayanti S. Ravi, IAS, Additional Chief Secretary (Revenue), Revenue Department, Government of Gujarat and Chairperson of the Company occupied the Chair and after ascertaining from the Company Secretary that the requisite quorum was present at the Annual General Meeting, the Chairperson called the Meeting to order and commence the proceedings of the Meeting. The Chairperson on behalf of the Board of Directors welcomed all the Members present at the 41st Annual General Meeting (AGM) of the Company and introduced the Directors of the Company present at the Meeting. The Chairperson informed that the participation of Members through Video Conference (VC) is being reckoned for the purpose of Quorum as per the circulars issued by the Ministry of Corporate Affairs (MCA) and Section 103 of the Companies Act, 2013 (the Act). It was informed that, as permitted under the applicable provisions of the Companies Act, 2013 and various circulars issued by Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) Regulations, the 41st Annual General Meeting of the Company was held through Video Conference mode. Thereafter, since the Notice of the AGM along with the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026 and the Report of Board of Directors together with Annexures, Management Analysis & Discussion Report, Report on Corporate Governance, Business Responsibility and Sustainability Report thereon, having been with the members, the Notice of AGM was taken as read. The Company Secretary further informed that the Statutory Auditor's Report on the Financial Statements for the Financial Year ended March 31, 2026 did not have any qualification, indicating adherence to robust financial and accounting standards. It was also confir e,qfth.at c\ , .::; ~· the Secretarial Audit Report, did not contain any adverse qualification. In view o ~ 1s;p§'o -z- reports were deemed to be taken as read, in accordance with the applicabl ~ c~~ta-1\ial ~ Standards and the provisions of the Companies Act, 2013. l"- v.t6~~~~ ,,.. A, I')~ • -(J>' The Company Secretary requested the Chairperson to address the Members. (P.T.O) ~o~" ---- '"o,. GUJARAT INDUSTRIES POWER COMPANY LTD. The Chairperson then addressed the Members and highlighted the Company's Financial and Operational performance, status of ongoing Project, Growth plans, CSR initiatives etc. The Chairperson then advised the Company Secretary to commence with the main business of the Meeting. The Company Secretary informed the Members that pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies {Management and Administration) Rules, 2014, and SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 {"Listing Regulations"), the Company had provided the remote e-voting facility to the Members in respect of businesses to be transacted at the AGM which commenced on Wednesday, September 16, 2026 {09:00 a.m. 1ST) and ended on Friday, September 18, 2026 {05:00 p.m. 1ST). It was also stated that the facility of e-voting during the AGM was also provided by the Company to the Members who have not casted their votes through remote e-voting. This facility of e-voting would continue till 15 minutes after the conclusion of the AGM. The Members were requested to cast their votes bye-voting on the resolutions contained in the AGM Notice. The Company Secretary also informed that CS Shailja Pandya, Company Secretary in Practice, was appointed as Independent Scrutinizer for the purpose of scrutinizing thee-voting process for 41st AGM. The Company Secretary gave details of following resolutions, which were proposed for approval of the Members by remote e-voting and e-voting during the AGM: Item Resolutions ORDINARY BUSINESS: 1 To consider and adopt the Audited Financial Statements for the financial year ended March 31, 2026 and the Reports of the Board of Directors and the Auditors thereon -Ordinary Resolution. 2 To declare dividend on the Equity Shares for the Financial Year 2025-26 -Ordinary Resolution. 3 To appoint a Director in place of Shri Kanyo Sadhuram Badlani {DIN: 10237996) who retires by rotation and being eligible, offers himself for re-appointment - Ordinary Resolution - The Company Secretary informed the Members that, consequent upon nomination withdrawn by the Gujarat State Fertilizers & Chemicals Limited, Shri Kanyo Sadhuram Badlani {DIN: 10237996), Nominee Director ceased from the Board of Directors of the Company w.e.f. 31/08/2026. In view of same, this resolution proposed at Item No. 03 seeking approval of Members to the re-appointment of Shri Kanyo Sadhu ram Badlani (DIN: 10237996) is rendered infructuous and invalid and hence dropped. 4 To appoint a Director in place of Shri Sanjay S. Bhatt {DIN: 02025125) who retires by rotation and being eligible, offers himself for re-appointment -Ordinary Resolution. SPECIAL BUSINESS: 5 To ratify the remuneration payable to Cost Auditors for the Financial Ye,,9v'2026~ , ending on 3l51 March, 2027 -Ordinary Resolution. 1_.._-,1/._ ro~,I\ 1 <- ! ~ " 3' 9 1J'5J1L) I n;IJ I ct.&. VfllJOlH.-.TA "~ ,,., -? [Showing first 8,000 characters — download PDF for full document]