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.

GMR Power & Urban Infra will seek shareholder approval to raise up to ₹3,000 crore through various securities at its seventh Annual General Meeting on September 21, 2026. The meeting will also address the re-appointment of several independent and managing directors.

The company issued the intimation pursuant to Regulation 34(1) and Regulation 36(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulatory filing ensures compliance with SEBI LODR and the Companies Act 2013 regarding the dissemination of annual reports to members.

Fund Raising Resolution

Pursuant to Regulation 29(1)(d) of SEBI LODR, shareholders are being asked to approve an enabling resolution for raising funds of up to ₹3,000 crore in one or more tranches. The instruments may include fully paid-up equity shares, non-convertible debentures along with warrants, convertible securities other than warrants, or any other securities via Qualified Institutions Placement or other methods. The resolution also covers the issue of Foreign Currency Convertible Bonds, subject to approvals from other regulatory and statutory authorities.

Director Re-appointments

The AGM agenda includes the re-appointment of key board members:

• Mr. Boda Venkata Nageswara Rao (DIN: 00051167) retires by rotation and offers himself for re-appointment as a Director liable to retire by rotation.
• Mr. Grandhi Kiran Kumar (DIN: 00061669) retires by rotation and offers himself for re-appointment as a Director liable to retire by rotation.
• Dr. Siva Kameswari Vissa (DIN: 02336249) is proposed for re-appointment as an Independent Director for a second term of five years.
• Mr. Suresh Lilaram Narang (DIN: 08734030) is proposed for re-appointment as an Independent Director for a second term of five years. Approval is sought for him to continue beyond the age of 75 under Regulation 17(1A) of SEBI LODR.
• Dr. Satyanarayana Beela (DIN: 09462114) is proposed for re-appointment as an Independent Director for a second term of five years. Approval is sought for him to continue having attained the age of 75 under Regulation 17(1A) of SEBI LODR.
• Dr. Emandi Sankara Rao (DIN: 05184747) is proposed for re-appointment as an Independent Director for a second term of five years.

Voting and Logistics

The meeting will be held via Video Conferencing or Other Audio-Visual Means at 11:00 am. Shareholders whose email addresses are registered with the Registrar to an Issue and Share Transfer Agent or Depository Participants will receive the Annual Report and AGM Notice electronically. Those without registered email addresses will receive a physical letter containing a web-link, exact path, and QR Code to access the documents.

The Annual Report for FY25-26 and the Notice of AGM are accessible on the company’s website at investor.gmrpui.com/annual-reports. Remote e-voting will commence on September 17, 2026, at 9:00 am and end on September 20, 2026, at 5:00 pm. The cut-off date for determining eligible members is September 14, 2026.

Vimal Prakash, Company Secretary and Compliance Officer, signed the disclosure on August 27, 2026. The filing confirms that all statutory requirements for convening the general body meeting have been met.