GMR Power & Urban Infra Limited has closed its trading window for all designated persons starting September 30, 2026. The closure remains in effect until 48 hours after the company declares its un-audited financial results for the quarter and half year ended September 30, 2026.

Regulatory compliance and timeline

The decision was taken pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. It also aligns with the company's Code of Conduct for Prevention of Insider Trading and its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

The trading window closure applies to dealing in the shares of the company by all designated persons. This measure ensures that no insider trading occurs during the sensitive period leading up to and immediately following the release of financial performance data.

Next steps for investors

The company stated that it will separately intimate the stock exchanges regarding the specific date of the Board Meeting convened to consider the said un-audited financial results. Investors should monitor official exchange filings for the confirmation of this date.

The company will issue standalone and consolidated results for the specified period. No further details regarding the exact timing of the board meeting were provided in the current intimation.

GMR Power & Urban Infra shareholders approved all 12 agenda items during the seventh annual general meeting held on September 21, 2026. The voting results, disclosed to stock exchanges on September 22, 2026, confirm the re-appointment of four independent directors and approval for a potential capital raise via Qualified Institutions Placement or Foreign Currency Convertible Bonds.

The virtual meeting, conducted via Video Conferencing in compliance with Ministry of Corporate Affairs and SEBI regulations, was presided over by Non-Executive Chairman G. M. Rao. The Chief Financial Officer presented the financial overview to members, who also voted on ordinary and special business items including financial statements and capital structure decisions.

Independent Director Re-appointments

Shareholders approved the re-appointment of Dr. Siva Kameswari Vissa, Mr. Suresh Lilaram Narang, Dr. Satyanarayana Beela, and Dr. Emandi Sankara Rao as Independent Directors for a second five-year term. This approval follows the recommendation of the Nomination and Remuneration Committee and the Board of Directors.

The new term is effective from the conclusion of the 7th AGM or up to the conclusion of the 12th AGM, whichever is earlier. The disclosure confirms that none of these directors are related to any other director of the company and they meet all independence criteria under the Companies Act, 2013, and SEBI LODR regulations.

Voting Breakdown for Key Resolutions

Other Key Resolutions Approved

The board secured approval for critical governance and capital structure decisions beyond director appointments. These include the adoption of audited standalone and consolidated statements for FY26 and the re-appointment of directors B.V. N. Rao and Grandhi Kiran Kumar who retired by rotation.

Capital Raise and Related Party Transactions

The most material special resolution approved the raising of funds through Qualified Institutions Placement or Foreign Currency Convertible Bonds. This provides the company with flexibility for future capital deployment. Notably, institutional investors showed higher dissent on this resolution compared to others, with 17.30% of polled institutional votes cast against it, though the overall resolution passed comfortably with 97.12% support.

Members also approved material related party transactions involving GMR Warora Energy Limited. These transactions involve both the parent company and its wholly owned subsidiary, GMR Energy Limited. Pursuant to SEBI regulations, promoters and related parties abstained from voting on these specific items.

Governance and Compliance

Dr. Emandi Sankara Rao requested leave of absence from the meeting proceedings. Representatives from statutory auditors Walker Chandiok & Co LLP, secretarial auditors V. Sreedharan & Associates, and cost auditors JSN & Co LLP were present.

Remote e-voting was conducted from September 17 to September 20, 2026. Insta-polling facilities were available for attendees who had not voted remotely. The company will submit the final voting results to stock exchanges within the prescribed timeline under Regulation 44(3) of the Listing Regulations.

Alteration of Articles of Association Details

In a detailed disclosure filed on September 22, 2026, the company outlined the specific amendments to its Articles of Association (AoA) approved by shareholders. The alterations aim to broaden the AoA and align it with the provisions of the Companies Act, 2013, and rules made thereunder.

Key amendments include:

• Insertion of Article 1A: Prescribes further issue of share capital, including rights issue, preferential issue, employee stock option schemes, sweat equity shares, employee share-based benefit schemes, conversion of debentures/loans into equity, and issuance of warrants or other convertible securities.
• Insertion of Article 58A: Sets the maximum strength of the Board at 20 Directors.
• Substitution of Article 64: Pertains to the appointment and tenure of Additional Directors.
• Substitution of Article 64A: Relates to the appointment of Alternate Directors, rights and removal of Nominee Directors nominated by lenders, financial institutions, government authorities, and other stakeholders, as well as appointment of Directors for filling casual vacancies.