Ambo Agritec Limited held its 32nd Annual General Meeting (AGM) on September 26, 2026, adopting the audited standalone and consolidated financial statements for FY26. The meeting also approved the re-appointment of Umesh Kumar Agarwal as Managing Director.

The AGM was conducted via Video Conferencing/Other Audio Visual Means (VC/OAVM) in compliance with Ministry of Corporate Affairs and SEBI guidelines. The session commenced at 3:00 pm and concluded at 3:34 pm. All directors, including chairpersons of key committees, were present. The Chairman noted that the Statutory Auditors' report and Secretarial Audit Report contained no qualifications or observations.

Key resolutions passed

Shareholders approved several ordinary and special resolutions during the meeting. The adoption of financial statements and the re-appointment of directors were passed as ordinary resolutions, while changes to the Memorandum of Association and remuneration waivers required special resolutions.

Voting and compliance details

The company provided remote e-voting facilities through National Securities Depositories Limited (NSDL). Remote voting opened on September 23, 2026, at 9:00 am and closed on September 25, 2026, at 5:00 pm. Members present at the AGM who had not voted remotely were permitted to cast their votes during the meeting.

A total of 11 members cast their votes, all through remote e-voting. The scrutinizer, Sneha Agarwal, confirmed that all votes were valid. For most resolutions, including the adoption of financial statements and alteration of the Memorandum of Association, the total votes polled stood at 11,227,960, representing 56.57% of outstanding shares. Promoters and promoter group held 9,902,360 shares and voted unanimously in favor. Public non-institutional shareholders held 9,942,800 shares, with 1,325,600 votes polled, showing 98.18% support and 1.82% opposition.

For resolutions where promoters were interested parties (re-appointment of MD, remuneration waivers, and increase in managerial remuneration limits), promoter votes were excluded from the count. In these cases, only public non-institutional shareholders voted, with 1,325,600 votes polled out of 9,942,800 shares held by this category. These specific resolutions passed with 98.18% in favor and 1.82% against, except for the remuneration waivers which passed with 100% support from the voting public shareholders.

The results of the remote e-voting and the votes cast at the AGM, along with the Scrutinizer's Report, are scheduled to be declared on or before September 28, 2026. These results will be communicated to stock exchanges and displayed on the company website and NSDL portal.

Governance and future outlook

The approval to increase authorized share capital signals potential future capital raising activities or expansion plans, although specific uses were not detailed in the proceedings. The waiver of remuneration for FY25 suggests a period of financial restraint or restructuring regarding executive compensation in the previous fiscal year. The alteration of the Object Clause may indicate a strategic pivot or expansion into new business lines, pending further disclosure.

Ambo Agritec has scheduled its 32nd Annual General Meeting for September 26, 2026. The meeting will address significant corporate governance changes, including an increase in authorised share capital and alterations to the Memorandum of Association.

The company will hold the meeting through Video Conferencing or Other Audio Visual Means (VC/OAVM). Remote e-voting facilities will be available from September 23 to September 25, 2026, with a cut-off date of September 19, 2026.

Capital and Structural Changes

Shareholders will consider an ordinary resolution to increase the authorised share capital from ₹25 crore to ₹55 crore. This involves creating 3 crore additional equity shares of ₹10 face value each. The board had previously approved a similar hike in April 2025, but that proposal was not given effect to.

Additionally, the company seeks approval to alter its object clause in the MOA. The proposed additions expand the company’s scope to include:

• Manufacturing and trading of electrical and electronic goods
• Franchise operations across various sectors including FMCG and retail
• Beverage manufacturing and bottling
• Contract manufacturing services
• Commercial exploitation of movable and immovable properties

Director Remuneration Ratification

The AGM agenda includes special resolutions to waive the recovery of excess managerial remuneration paid during FY25. The aggregate remuneration paid to Managing Director Umesh Kumar Agarwal and Whole-time Director Saikat Chatterjee exceeded the statutory limit of 10% of net profits by ₹9.48 lakh. Similarly, Executive Director Rang Nath Lahoti’s remuneration exceeded the 1% statutory limit by ₹4.71 lakh.

The board recommends these waivers, stating the payments were fair and commensurate with responsibilities. Furthermore, shareholders will vote to increase the overall maximum managerial remuneration limit from 11% to 30% of net profits. This change aims to align remuneration limits with the consolidated operations of the company rather than just standalone profits.

Board Appointments

Mr. Umesh Kumar Agarwal is up for re-appointment as Managing Director for a further period of five years, effective from August 25, 2025, till August 24, 2030. Mr. Saikat Chatterjee retires by rotation and offers himself for re-appointment.

Financial Context

For FY25, the company reported a turnover of ₹12,001.99 lakh and a profit after tax of ₹190.74 lakh. The proposed structural changes and capital increase are intended to support future operational expansion and strategic flexibility.