Martin Burn Limited released the scrutinizer report for its 78th Annual General Meeting (AGM) held on August 27, 2026. All six resolutions passed with 98.48% shareholder approval, driven by unanimous promoter support.

The meeting was conducted through video conferencing, with remote e-voting open from August 24 to August 26, 2026. Sumana Subhash Mitra of T. Chatterjee & Associates served as the independent scrutinizer. The report was submitted pursuant to Section 108 of the Companies Act, 2013 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Proceedings

Mr. Kedar Nath Fatehpuria, Chairman and Managing Director, took the chair and declared the meeting validly convened after quorum requirements were fulfilled. All directors attended the session. The Chairman addressed shareholders regarding the company's financial performance and current economic conditions. He confirmed that copies of the audited financial statements for the year ended March 31, 2026, along with the Board's and Auditor's reports, had been emailed to members and were available for electronic inspection.

Clarifications were provided to queries raised by members during the meeting. The Chairman informed shareholders that the Company Secretary, Khushbu Saraf, would submit the voting results within two working days as required under the Listing Regulations. The results were also uploaded on the company's website.

Voting Outcome Overview

The total votes polled stood at 3,467,836, representing 67.29% of the outstanding shares held by all shareholders (5,153,859). The promoter group, holding 3,414,020 shares, cast 3,393,259 votes, accounting for 99.39% of their holdings. Public non-institutional holders polled 74,577 votes, representing just 4.30% of their 1,732,798 shares.

All resolutions were supported by 98.48% of the total votes polled, with 1.52% voting against. The dissenting votes originated entirely from public non-institutional shareholders, who cast 52,561 votes against the ordinary business items and 52,563 against the charitable contributions resolution.

Key Resolutions Passed

The following business items were transacted at the AGM:

• Adoption of Financial Statements for FY26.
• Re-appointment of Mrs. Sarika Fatehpuria as a director retiring by rotation.
• Re-appointment of Mr. Manish Fatehpuria as whole-time director for five years, commencing November 9, 2026, till November 8, 2031.
• Appointment of Mr. Kailash Kumar Kedia as an independent director for five years, commencing May 28, 2026, upto May 27, 2031.
• Approval of contributions to charitable funds under Section 181 of the Companies Act, 2013.
• Waiver of excess remuneration paid to independent director Mr. Mahesh Kumar Tibrewal.

Shareholder Voting Breakdown

The table below details the voting pattern for the key resolutions. Note that institutional public holders did not participate in the voting process.

What the Numbers Show

The voting results highlight a distinct divergence between promoter and public non-institutional shareholder sentiment. While the promoter group voted unanimously in favour of all resolutions, public non-institutional holders voted against approximately 70.5% of the polled votes for most agenda items. This opposition is concentrated among retail and non-institutional investors, who hold roughly one-third of the company's equity but participated at a lower rate than the promoters.

Martin Burn Limited has convened its 78th Annual General Meeting (AGM) for August 27, 2026, to address critical governance changes and a significant regulatory compliance risk identified by its statutory auditors. Shareholders will vote on the reappointment of Whole Time Director Manish Fatehpuria, the appointment of Kailash Kumar Kedia as an Independent Director, and a waiver for excess managerial remuneration paid to former Independent Director Mahesh Kumar Tibrewal. These resolutions are pivotal as they align the Board’s composition with leadership needs while addressing statutory breaches under the Companies Act, 2013, and responding to an auditor’s warning that the company may require registration as a Non-Banking Financial Company (NBFC).

The AGM notice outlines several special business items requiring shareholder approval. The most prominent is the reappointment of Manish Fatehpuria as Whole Time Director for five years, commencing November 9, 2026. His remuneration package includes a fixed salary of ₹90,000 per month, with no performance bonus or management allowances. Additionally, shareholders are asked to approve the appointment of Kailash Kumar Kedia as an Independent Director for a term ending May 27, 2031, replacing outgoing directors to maintain board independence.

A critical item on the agenda involves regularizing excess remuneration paid to Mahesh Kumar Tibrewal during FY25-26. The company paid him ₹5,25,000, exceeding the statutory ceiling of ₹2,13,426 by ₹3,11,574. Shareholders must pass a special resolution under Section 197 of the Companies Act, 2013, to waive this excess amount. This action is necessary to comply with legal requirements after the auditor flagged the discrepancy in the annual report.

Key AGM Dates and Schedule

Shareholders must adhere to strict timelines for e-voting and book closure. Remote e-voting begins on August 24, 2026, at 10:00 A.M. and ends on August 26, 2026, at 5:00 P.M. The cut-off date for determining voting eligibility is August 20, 2026.

Financial Performance and Regulatory Risks

For FY25-26, Martin Burn Limited reported a net profit (PAT) of ₹189.92 lakhs, down significantly from ₹599.24 lakhs in the previous year. Revenue from operations fell to ₹1.82 lakhs from ₹32.14 lakhs, reflecting a strategic shift away from active real estate development toward asset management and lending activities. The company’s balance sheet remains strong with total assets of ₹9,533.53 lakhs and minimal borrowings of ₹11.75 lakhs.

However, the independent auditor’s report highlights a material regulatory risk. Based on the "50-50 test," the company’s financial assets and income from financial activities exceed prescribed thresholds, potentially classifying it as a Non-Banking Financial Company (NBFC) under Section 45-IA of the RBI Act, 1934. Management has acknowledged this finding and stated it is consulting legal advisors to initiate the registration process with the Reserve Bank of India (RBI). Failure to comply could result in regulatory penalties or restrictions on its lending operations.

What the Numbers Show

The divergence between operational revenue decline and stable profitability underscores Martin Burn’s transition into a holding-style entity focused on interest income. Other income stood at ₹658.01 lakhs, primarily driven by interest on loans (₹475.11 lakhs) and profits from asset sales. While this model generates cash flow, the auditor’s emphasis on NBFC classification signals that the company’s core activity is now perceived as financial intermediation rather than real estate development. Investors should monitor the progress of RBI registration, as non-compliance poses a long-term structural risk to the business model.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE199D01016/06c32385-7f34-43d7-b5dd-2b4babf99961.pdf