GR Infraprojects re-appoints Rajan Malhotra as independent director

Shareholders of GR Infraprojects Limited have approved the re-appointment of Rajan Malhotra as an Independent Director for a second term of five consecutive years. The resolution was passed during the company’s 30th Annual General Meeting (AGM) held on July 24, 2026, via video conferencing. The new term commences on May 27, 2027, and extends until May 26, 2032, ensuring continuity in board oversight for the infrastructure developer.

The re-appointment was disclosed to the BSE Limited and the National Stock Exchange of India Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing also referenced SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, which governs such disclosures.

Director Profile

Rajan Malhotra brings over 42 years of experience in the engineering and construction industry to the Board. His career includes more than four decades at L&T, where he served in various leadership capacities, including Advisor to the MD & CEO and Head of Construction Business in Northern India. He played a pivotal role in establishing L&T Qatar LLC as its first Chief Executive. Additionally, Malhotra led marketing for Audco Valves and served as Chairman of the Projects Export Promotion Council of India under the Ministry of Commerce, Government of India.

Particulars	Details
Director Name	Rajan Malhotra
DIN	09613669
Role	Independent Director
Term Duration	Five consecutive years
Effective From	May 27, 2027
Expires On	May 26, 2032

Compliance Disclosures

The filing confirms that Mr. Malhotra is not related to any other Directors of the Company. Furthermore, he affirmed that he is not debarred from holding the office of director by virtue of any SEBI order or any other authority, in compliance with BSE Circular ref. no. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular ref. no. NSE/CML/2018/24 dated June 20, 2018.

What This Means for Governance

The re-appointment of an experienced industry veteran like Rajan Malhotra signals a focus on maintaining deep sector expertise within the boardroom. With over four decades in construction and engineering, including senior roles at L&T, his continued tenure provides institutional memory and strategic oversight critical for an infrastructure-focused entity like GR Infraprojects. The five-year term ensures stability in corporate governance through 2032.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.87%	-1.60%	-10.10%	-3.36%	-31.38%	-48.59%

GR Infraprojects shareholders have confirmed the appointment of Ashwin Agarwal as Whole-Time Director for a five-year term, solidifying the company’s leadership structure for its ongoing infrastructure projects. The resolution was passed at the 30th Annual General Meeting (AGM) held on July 24, 2026, via Video Conferencing. Alongside the leadership change, shareholders approved a final dividend of ₹2.50 per equity share for FY26, reaffirming the company’s commitment to capital returns amidst active project execution.

The appointment of Ashwin Agarwal is effective from May 11, 2026, and runs until May 10, 2031. Initially appointed as an Additional Director by the Board on May 11, 2026, his elevation to Whole-Time Director was ratified by shareholders through a special resolution. Agarwal brings extensive experience in business operations and project management within the infrastructure sector. Previously serving as Business Unit Head, he has managed end-to-end operations with a focus on operational excellence, quality delivery, and profitability. He is not related to any existing directors of the company.

Key Resolutions Passed

The AGM transacted seven items of business, all carried by the requisite majority. E-voting was open from July 21 to July 23, 2026, with M/s Ronak Jhuthawat & Co. serving as the scrutinizer. M/s S R B C & CO LLP acted as the statutory auditor, issuing unqualified reports on both consolidated and standalone financial statements for FY26.

Resolution	Type	Votes In Favour	Votes Against	Outcome
Adoption of Audited Financial Statements (FY26)	Ordinary	91,488,606	55	Passed
Confirmation of Final Dividend (₹2.50/share)	Ordinary	91,488,598	46	Passed
Re-appointment of Ajendra Kumar Agarwal	Ordinary	85,597,536	517,312	Passed
Appointment of B S R and Co as Statutory Auditor	Ordinary	91,488,606	55	Passed
Ratification of Cost Auditor Remuneration	Ordinary	91,488,597	55	Passed
Re-appointment of Rajan Malhotra (Independent Director)	Special	91,451,495	37,059	Passed
Appointment of Ashwin Agarwal (Whole-time Director)	Special	87,574,656	3,913,898	Passed

Board Composition Changes

The meeting approved significant changes to the Board of Directors. Ajendra Kumar Agarwal, who retired by rotation, was re-appointed as a Director. While he received full support from the promoter group, public institutional investors voted against his re-appointment at a rate of 2.69%.

Rajan Malhotra was re-appointed as an Independent Director for a second five-year term, securing 99.96% support. The appointment of Ashwin Agarwal saw higher dissent compared to other items, with 4.28% of total valid votes cast against it. Institutional investors voted against this appointment at a rate of 20.36%, indicating notable scrutiny regarding this specific leadership change.

Voting Participation

As of the cut-off date of July 17, 2026, the company had 61,052 shareholders. E-voting participation was robust, with over 91 million votes polled across various resolutions. Promoter and Promoter Group holdings stood at 72,265,608 shares, while Public-Institutional holdings accounted for 21,218,193 shares. The high participation rate reflects active engagement from both institutional and retail stakeholders in governance matters.