Minutes of 43rd AGM

MINUTES OF THE 43RD ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF G.M. BREWERIES LIMITED HELD ON THURSDAY, MAY 28,2026 THROUGH VIDEO CoNFERENCTNG ("VC")/OTHER AUDrO VTSUAT MEANS ("OAVM',J AT 11.30 A.M. AND CONCLUDED AT 12.13 P.M. Present: Mr. Jimmy Almeida Kashyap Chairman & Managing Director and Member Mrs. jyoti Almeida Kashyap Whole time Director and Member Mr. Kiran Parashare Whole time Director Mr. Hardik Shah lndependent Director Mrs. Urmi Shah Independent Director Ms. Shivani Soni Independent Director In Attendance: Mr. S. Swaminathan Chief Financial 0fficer Mr Sandeep Kutchhi Vice President Finance & Company Secretary Invitees: Mr.VipulP. Mehta Statutory Auditor Mrs. Kala Agarwal Secretarial Auditor Members Attended: There were 80 Members present as per attendance record. CHAIRMAN OF THE MEETING Mr. Jimmy Almeida Kashyap presided over the 43rd Annual General Meeting of the Company and welcomed the members to the Meeting. He informed that the Company has conducted the meeting through the video conferencing ("VC")/ other Audio Video means C'0AVM"). After ascertaining the presence of the requisite numbers of members to form the quorum, the Chairman called the meeting in order and proceeded with introduction of the Board Members. He welcomed the members all the members at the 43rd Annual General Meeting of the Company. With the permission of the members, the Chairman declared the notice convening the 43rd Annual General Meeting of Company dated April 09,2026, as circulated to the shareholders ofthe Company as read. The Chairman informed to members that the Register of Director's Shareholding, Register of Members, Auditor's Report, Secretarial Audit Report and Annual Return are available in the registered office of the Company for inspection of the members of the Company and those members who are interested for inspection may do the same. The Chairman informed the members that pursuant to the provisions of the Companies Act, 2013 and rules framed there under and listing regulations, the company had extended remote e-voting facility to the members of the company in respect of the resolutions to be passed at the meeting. The remote e-voting commenced on 09.00 am on Monday, May 25,2026 and ended at 5.00 pm on Wednesday May 27,2026. During the meeting also e-voting lacility was provided to shareholders, The Chairman informed that there are no qualifications, observations or comments on the financial transactions or matters in the Auditors report to the members, which have any adverse effect on the functioning ofthe Company. The chairman addressed the members that the company has put up a commendable performance, in spite of tough markel conditions in terms of high prices of Raw Material and Packing Material almost during the entire financial year. Question & Answer session at the meeting The Chairman then invited the members to ask their queries/clarifications to that he would give answers/clarifications to the member. The Chairman requested the moderator to un-mute the registered speaker members as he call out their names. The chairman replied satisfactorily to the questions / comments received from the speaker members. The following were some of the questions / comments from the members: Appreciated the Company's performance; Appreciated the Company's consistent dividend payouts Appreciated companys's investment strategy Following resolutions as mentioned in the notice of the Meeting were deemed to be approved by the members: ORDINARY BUSINESS 1. To receive, consider and adopt the Balance Sheet as at March 3l,2O26 and Profit and Loss Account for the year ended on that date, the Reports of Directors and Auditor's thereon. The Chairman also furnished all the information desired by the members and satisfactorily replied all the questions of the members on financial statement. "RESOLVED THAT the Audited Balance Statement of the Company as on March 31,2026, the profit and loss Accounts and Cash Flow Statement for the financial year ended as on that date together with notes annexed thereto, as circulated to the members duly authenticated by the Chairman for the purpose of identification, the reports of Auditors and Directors as laid before the members at this meeting be and are hereby approved and adopted." This Ordinary resolution was passed with requisite majority through E Voting process and voting through AGM. 2 Declaration of Dividend. The Ordinary Resolution set at Item No. 2 of the notice pertaining to confirm the payment of Final Dividend on Equity Shares for the financial year 2025-26. "RESOLVED THAT dividend for the financialyear ended March 31, 2026 atthe rate of 90% on 2,28,46,923 fully paid Equity Shares of Rs. 10/- each to be payable by the company as declared by the board of Directors in the board meeting held on April 09, 2026 be and is hereby declared as final dividend for the year ended March 31,, 2026. This )rdinary resolution was passed with requisite majority through E Voting process and voting through AGM. 3. Appointment of Mrs. fyoti Almeida Kashyap(DIN:00112031), who retires by rotation and being eligible offered herself for re-appointment The Ordinary Resolution set at ltem No. 3 of the notice pertaining to the Appointment of Mrs. fyoti Almeida Kashyap, who retires by rotation and being eligible offered herself for re-appointment. "RESOLVED THAT, Mrs. fyoti Almeida Kashyap(DIN:00112031J, who retires by rotation at the 43rd Annual General Meeting of the company and being eligible offered herself for reappointment, be and is hereby appointed as a Director of the Company, who shall be liable to retire by rotation." This Ordinary resolution was passed with requisite majorify through E Voting process and voting through AGM. 4. Appointment of Mr. Kiran Parashare (DIN:06587810), who retires by rotation and being eligible offered himself for re-appointment The Ordinary Resolution set at ltem No. 4 of the notice pertaining to the Appointment of Mr. Kiran Parashare (DlN: 06587810), who retires by rotation and being eligible offered himself for re-appointment. 'RESOLVED THAT, Mr. Kiran Parashare (DIN:06587810), who retires by rotation at the 43rd Annual General Meeting of the company and being eligible offered himself for reappointment, be and is hereby appointed as a Director of the Company, who shall be liable to retire by rotation." This Ordinary resolution wos possed with requisite majorigt through E Voting process and voting through AGM. SPECIAL BUSINESS 5. Appointment of Mr. Kiran Parashare as a whole time director and fixing his remuneration. The Ordinary Resolution under special business set at Item No.5 ofthe notice pertaining to the Appointment of Mr. Kiran Parashare (DIN: 06587810J, as whole time director and fixing his remuneration. "RESOLVED THAT pursuant to the provision of sections 1,96,797,198 and 203 read with schedule V and all other applicable provisions, if any , of the Companies Act, 2013 and the Companies ( Appointment and remuneration of managerial personnel) rules, 2014 and the applicable provisions of the Securities and Exchange Board of lndia I Listing Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory modification (s) or re-enactment thereof for the time being in force), sub;'ect to such sanctions as may be necessary, approval and sanction of the company be and is hereby accorded to the appointment of and payment of remuneration to Mr. Kiran Parashare I DIN: 06587810) as Whole Time Director of the Company for a period of 5 years with effect from April L,2026 upon the terms and conditions and payment of remuneration and other perquisites/benefits to Mr. Kiran Parashare during the said period of 5 years as set out in the copy of agreement, copy whereof duly initialled by the Chairman for the purpose of identification is placed before this meeting including inter-alia payment and provision of the following remuneration, perquisites and benefits a) Salary Rs. 3,00,000 /- in the scale [Showing first 8,000 characters — download PDF for full document]