CMR Green Technologies has rescheduled its 21st Annual General Meeting to Tuesday, September 29, 2026, at 11:00 am. The meeting, originally set for September 30, will be conducted through video conference or other audio-visual means due to unavoidable administrative circumstances.

The revised schedule shifts the cut-off date for voting purposes to Tuesday, September 22, 2026. Remote e-voting will commence on Saturday, September 26, at 9:00 am and conclude on Monday, September 28, at 5:00 pm.

Key Agenda Items

The AGM notice outlines several critical resolutions for shareholder approval, focusing on board composition and capital structure flexibility.

Board Re-Appointments

Shareholders will vote on the re-appointment of three independent directors for a second term of five years each, effective August 10, 2026:

• Mr. Gyanmohan
• Mr. Balvinder Kumar
• Ms. Rashmi Verma

Additionally, the meeting seeks approval for the re-appointment of Mr. Mohan Agarwal as Managing Director for five years. Mr. Akshay Agarwal and Mr. Raghav Agarwal are also up for re-appointment as Whole-Time Directors for a further five-year term.

Remuneration Changes

The Nomination and Remuneration Committee has recommended revised remuneration structures for Mr. Akshay Agarwal and Mr. Raghav Agarwal. The proposed total remuneration for each director is ₹1.12 crore. This adjustment reflects their enhanced responsibilities and contributions to the company’s growth during FY26.

Performance-linked commissions have also been proposed for independent directors. Each of Mr. Gyanmohan, Mr. Balvinder Kumar, Ms. Rashmi Verma, and Mr. Girish Paman Vanvari is eligible for a commission of ₹10 lakh for FY27.

Capital Structure Proposals

A significant portion of the agenda involves expanding the company’s financial leverage capabilities:

The Board seeks special resolution approval to raise the borrowing limit from ₹1,500 crore to ₹2,000 crore. This includes authorization to mortgage or pledge company assets to secure these borrowings. Furthermore, shareholders are asked to approve an aggregate limit of ₹1,500 crore for loans, guarantees, or securities in subsidiary and associate companies.

What the Numbers Show

The simultaneous push for increased borrowing limits (₹2,000 crore) and higher guarantee caps (₹1,500 crore) signals a strategic intent to scale operations or fund significant capital expenditures. By securing these limits upfront via special resolutions, the Board aims to streamline future credit facility negotiations with banks without requiring repeated shareholder approvals for individual transactions within these thresholds.

Other Resolutions

The meeting will also regularize the appointment of Mr. Ankur Singh as an Executive Director, effective August 10, 2026. Additionally, shareholders will ratify the appointment of M/s Chandra Wadhwa & Co. as Cost Auditors for FY27, with a remuneration of ₹2.40 lakh. M/s Deepak Goel & Associates has been proposed as Secretarial Auditor for five years, with a fee of ₹80,000 for the first year.

CMR Green Technologies has issued the notice for its 21st Annual General Meeting (AGM), scheduled to be held on September 30, 2026, via video conferencing. The meeting will address several key corporate governance matters, including the re-appointment of directors and significant increases in borrowing and investment limits.

The company previously revised the outcome of its September 7, 2026 board meeting, clarifying that a remuneration revision for Managing Director Mohan Agarwal was not discussed or approved. This correction ensures accurate disclosure under Regulation 30 of SEBI LODR.

AGM Agenda and Key Resolutions

The 21st AGM will transact ordinary and special business items. Shareholders will consider the adoption of audited financial statements for FY26 and the re-appointment of directors retiring by rotation or completing their terms.

Management Remuneration Changes

The board approved revisions in remuneration for two Whole Time Directors, subject to shareholder approval at the AGM:

• Mr. Akshay Agarwal: Proposed remuneration of ₹1.12 crore
• Mr. Raghav Agarwal: Proposed remuneration of ₹1.12 crore

The board also approved performance-linked commissions for independent directors and commission payments to executive directors. The previously reported revision for Mr. Mohan Agarwal, Managing Director, remains incorrect and has been removed from the official outcome; his remuneration is proposed to remain unchanged.

Corporate Governance and Borrowing Limits

The company seeks shareholder approval for substantial increases in financial limits under the Companies Act, 2013:

• Investment Limit: Increase in limits for investment, securities, and guarantees under Section 186 up to an aggregate amount not exceeding ₹1,500 crore.
• Borrowing Limit: Increase in borrowing limit under Section 180(1)(a) and 180(1)(c) to ₹2,000 crore, including money already borrowed.
• Articles of Association: Alteration to Article 58 to expressly empower the Board to give guarantees in addition to borrowing monies.

These approvals are required as the proposed limits exceed the thresholds prescribed under the Act, necessitating special resolutions.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE00WV01027/ac586312-694d-4609-a3da-7956756f9d52.pdf