Kovalam Investment & Trading Company Limited shareholders unanimously approved all seven resolutions at its 44th Annual General Meeting held on September 25, 2026. The meeting, conducted via Video Conferencing, saw 1,673,835 votes cast in favor of key corporate actions, including financial statement adoption and borrowing limits.

Voting outcomes and shareholder participation

The consolidated voting results indicate a high level of consensus among attendees. A total of 515 shareholders were on the record date, with 11 promoter group members and no public shareholders attending virtually. However, remote e-voting was utilized by 21 members for most resolutions. For six of the seven resolutions, including the adoption of FY26 financial statements and special resolutions on borrowing and investments, 100% of the votes polled were in favor. No votes were cast against any resolution, and there were no invalid votes recorded for these items.

A distinct pattern emerged regarding the approval of Material Related Party Transactions. Since promoters are interested parties in this specific resolution, they abstained from voting. Consequently, the resolution relied entirely on the vote of public shareholders. Ten public members cast 7,100 votes in favor, resulting in 100% approval from the eligible voter base. The promoters' holding of 1,666,735 shares was classified as invalid for this specific item due to their interest in the transaction, as per regulatory norms.

Resolutions passed

The shareholders transacted both ordinary and special business items as outlined in the notice dated August 11, 2026. The following resolutions were put to vote:

The audited financial statements for the year ended March 31, 2026, were adopted without any qualifications or adverse remarks from the auditors. Navdeep Sharma was re-appointed as a director, having retired by rotation and offered himself for re-election.

Meeting proceedings and attendance

The meeting commenced at 4:00 pm with Jyoti Sud, Company Secretary and Chief Financial Officer, welcoming members participating virtually. Due to the absence of a regular Chairman, Navdeep Sharma was elected as the Chairman of the meeting in accordance with Article 80 of the Articles of Association. Other attendees included Komal Jain, Independent Director; Manisha Oswal, Non-Executive Director; and Dr. Suresh Kumar Singla, Independent Director. Statutory auditors M/s. YAPL & Co., represented by partner Piyush Singla, were also present.

In compliance with Ministry of Corporate Affairs and SEBI circulars, the meeting was conducted entirely through digital means. Proxy appointment facilities were unavailable, though representatives of body corporate members could attend and vote via e-voting. The requisite quorum was present throughout the session, which concluded at 4:45 pm.

Compliance and scrutinizer report

Voting was conducted electronically via remote e-voting, which opened on September 22, 2026, and closed on September 24, 2026. Members attending the AGM who had not voted remotely could cast their votes during the meeting for an additional 30 minutes. Pritpal Singh Dua, Proprietor of M/s. P. S. Dua & Associates, served as the Scrutinizer to ensure a fair and transparent voting process.

The consolidated results of the e-voting have been disseminated to BSE Limited and uploaded on the company’s website and the Central Depository Services (India) Limited platform. No queries were raised by shareholders during the session.

Kovalam Investment & Trading has scheduled its 44th Annual General Meeting (AGM) for September 25, 2026. The meeting will be conducted via video conferencing or other audio-visual means to approve material related-party transactions and significant increases in borrowing limits.

The company reported a net profit of ₹134.5 million for FY26, down from ₹164.5 million in FY25. Total income rose to ₹251.5 million from ₹216.8 million, driven by a surge in brokerage income.

Financial Performance

Kovalam Investment & Trading reported total income of ₹251.5 million for the year ended March 31, 2026, compared to ₹216.8 million in the previous year. Revenue from operations stood at ₹249.4 million.

Brokerage income was the primary growth driver, increasing by 70.2% to ₹175.5 million. This offset a decline in interest income, which fell to ₹22.5 million from ₹25.7 million. Dividend income remained stable at ₹29.5 million.

Related-Party Transactions

Shareholders will vote on material related-party transactions with promoter group entities for FY27. The aggregate value of these transactions is capped at specific limits for each entity.

The company’s annual consolidated turnover for FY26 was ₹249.4 million. The proposed transaction with Oswal Woollen Mills Ltd alone represents approximately 10% of this turnover, triggering the requirement for shareholder approval under SEBI Listing Regulations.

Borrowing and Investment Limits

Under Section 180(1)(c) of the Companies Act, 2013, the board seeks approval to borrow up to ₹100 crore. This amount may exceed the aggregate of paid-up share capital and free reserves. Additionally, shareholders will decide on creating charges on company assets to secure these borrowings under Section 180(1)(a).

The company also proposes an enabling resolution under Section 186 to make investments, give loans, or provide guarantees up to ₹100 crore. This limit may exceed 60% of paid-up capital and free reserves or 100% of free reserves, whichever is higher.

Further, under Section 185, the board seeks approval to advance loans or provide guarantees to persons in whom directors are interested, up to ₹100 crore.

What the Numbers Show

The company's profitability declined despite higher revenue. Net profit fell 18.2% to ₹134.5 million, while total comprehensive income reported a loss of ₹256.0 million due to unrealized fair value losses on equity instruments measured at fair value through other comprehensive income (FVOCI). These FVOCI losses amounted to ₹390.5 million, significantly impacting the overall equity position.

Director Reappointment

Navdeep Sharma, a non-executive director, retires by rotation and offers himself for reappointment. He has attended all five board meetings held during the year.

Voting Details

The cut-off date for determining voting eligibility is September 18, 2026. Remote e-voting will commence on September 22, 2026, at 9:00 am and end on September 24, 2026, at 5:00 pm. The register of members will remain closed from September 19, 2026, to September 25, 2026.

Shareholder Communication Update

In compliance with Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company issued letters providing weblinks to access the Notice of the 44th AGM and the Annual Report for FY26 to shareholders who have not registered email addresses. The Annual Report is available on the company website and stock exchange portals. Shareholders holding physical shares are urged to update their KYC details, including PAN and postal address, using Form ISR-1 to ensure compliance with SEBI mandates.