Shareholders of Alfa Transformers Limited approved the strategic sale of its Vadodara manufacturing unit on a going concern basis, marking a significant operational shift for the transformer maker. The resolution was passed at the company's 44th Annual General Meeting (AGM) held on July 28, 2026, in Bhubaneswar, with 100% of the valid votes cast in favor. This approval allows the company to proceed with divesting the Gujarat facility while maintaining operational continuity for the buyer.

The meeting also covered routine statutory business, including the adoption of audited financial statements for the year ended March 31, 2026, and the appointment of statutory and internal auditors. All resolutions were scrutinized by Uttam Baral, Partner at M/s. Saroj Ray & Associates, who served as the independent scrutinizer pursuant to Section 108 of the Companies Act, 2013 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Resolutions Passed

The AGM transacted 11 resolutions, comprising ordinary and special business. Shareholders voted overwhelmingly in favor of all proposals, with remote e-voting being the primary mode of participation. No ballot papers were cast during the physical meeting.

Note: For resolutions involving interested parties, votes from those individuals were excluded from the total count as per regulatory requirements.

Interested Party Disclosures

The scrutinizer's report highlighted specific abstentions due to conflict of interest provisions under the Companies Act. Mr. Dillip Kumar Das, holding 1,585,099 shares, was an interested party for the re-appointment of the director retiring by rotation and the Managing Director. Consequently, his shares were excluded from the voting count for these specific resolutions, though he participated in others.

Similarly, Mr. Debasis Das, holding 131,683 shares, was an interested party for the re-appointment of the Whole-time Director. His shares were not counted toward the favorable vote for that resolution. Despite these exclusions, all relevant resolutions secured unanimous support from the eligible voting pool.

Voting Process and Participation

Remote e-voting was open from July 24, 2026, to July 27, 2026. A total of 10,647 shareholders were on record as of the cutoff date, July 21, 2026. While only 40 shareholders attended the physical meeting (3 promoters and 37 public), e-voting participation was robust, with 64 members casting votes for most ordinary resolutions and 63 for special resolutions. The finalization of votes occurred on July 28, 2026, in the presence of independent witnesses Dillip Prasad Rath and Amritansu Mohapatra.

Shareholders of Alfa Transformers approved the re-appointment of Saroj Ray & Associates as its secretarial auditors during a meeting held on July 28, 2026. The firm will serve a five-year term covering financial years 2026-27 through 2029-30, marking its third consecutive tenure with the company. This decision ensures continuity in regulatory oversight and compliance monitoring for the transformer manufacturer.

The appointment was made pursuant to Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board had initially proposed the re-appointment in a communication dated May 30, 2026, seeking shareholder approval for the extended term. The final approval aligns with the requirements under the Companies Act, 2013 and SEBI guidelines regarding auditor tenure limits.

Saroj Ray & Associates, a firm of Practising Company Secretaries registered with FRN P2001OR013200, has over two decades of experience in corporate laws, securities laws, and FEMA regulations. The firm provides professional services including secretarial audits, due diligence audits, and compliance audits. It is peer-reviewed by the Institute of Company Secretaries of India, ensuring adherence to professional standards.

Auditor Profile and Compliance

The consent to act as secretarial auditor for the financial year 2026-27 was formally conveyed by CS Uttam Baral, Partner at Saroj Ray & Associates, on May 18, 2026. In the consent letter, the firm confirmed that it is not disqualified for appointment under the Companies Act, 2013 or the guidelines issued by the Institute of Company Secretaries of India.

The firm stated there are no proceedings against any partner pending with respect to professional misconduct. This clean record supports the company’s decision to extend the engagement for a third consecutive term, providing stability in its compliance framework.

Regulatory Disclosures

The requisite disclosure was filed with BSE Limited pursuant to Part A Para A of Schedule III of Regulation 30 of the SEBI Listing Regulations. The filing also referenced SEBI Master Circular HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026. Choudhury Sanjay Kumar Das, Company Secretary and Compliance Officer of Alfa Transformers Limited, signed the disclosure documents.

This re-appointment ensures that Alfa Transformers maintains consistent oversight of its corporate governance practices. The five-year term allows for long-term planning in compliance audits while adhering to statutory rotation requirements mandated by Indian corporate law.