Mazagon Dock Shipbuilders shareholders approved a final dividend of ₹4.62 per equity share at its 93rd Annual General Meeting on August 27, 2026. The resolution received overwhelming backing, with 99.74% of votes cast in favour, confirming strong retail and promoter support for the 92.4% payout ratio for FY26.

The virtual meeting, chaired by CMD Capt. Jagmohan (Retd.), concluded at 12:16 pm after transacting six ordinary resolutions. While the dividend and financial statements passed with near-unanimous consent, the appointment of new directors revealed a divergence in sentiment between institutional and non-institutional public shareholders.

Voting Breakdown by Resolution

The scrutinizer’s report filed with the stock exchanges details the voting patterns across key agenda items. Promoter group holdings, representing over 81% of the total equity base, voted in favour of all resolutions without dissent.

Institutional Dissent on Director Appointments

A notable pattern emerged in the voting for director appointments. While non-institutional public shareholders supported both Biju George’s re-appointment and Dinesh Mahur’s appointment with over 98% assent, institutional investors expressed significant dissent.

For the re-appointment of Biju George, institutional shareholders voted against the resolution by 25.49%, compared to just 1.36% dissent from non-institutional retail investors. Similarly, the appointment of Government Nominee Director Dinesh Mahur saw 28.94% opposition from institutions, while retail dissent remained below 1.1%. This divergence suggests institutional scrutiny regarding board composition or governance timelines, despite the resolutions passing due to the dominant promoter vote.

Governance Observations

The Secretarial Auditor, M/s SVJS & Associates, reported that the Board’s composition did not comply with Companies Act and SEBI LODR requirements during certain periods in FY26. Specifically, vacancies for Independent Directors and an Independent Woman Director were not filled within prescribed timelines.

Management Response

Management clarified that as a Government Company, director appointments are made by the President of India through the Ministry of Defence (MoD). The delay in filling vacancies was beyond the company’s control, and the matter has been taken up with the MoD.

Meeting Details

• Date: August 27, 2026
• Mode: Video Conferencing (VC) / Other Audio Video Visual Means (OAVM)
• Attendance: 114 members present via VC/OAVM; 1,087 members voted via e-voting
• Quorum: Present
• Auditors: Sarda & Pareek LLP (Statutory), SVJS & Associates (Secretarial)
• Scrutinizer: Ragini Chokshi & Co.

The Statutory Auditors’ reports contained no qualifications or adverse remarks. The CAG comments on standalone and consolidated financial statements were also clean. Seven shareholders participated in the Q&A session, with responses provided by the CMD.

Mazagon Dock Shipbuilders has appointed K.M. Ravi Kumar as a Non-Official (Independent) Director on its Board. The Ministry of Defence issued the appointment letter on August 21, 2026, confirming a tenure of three years.

The appointment is effective from the date of notification or until further orders, whichever occurs earlier. However, since Kumar’s Director Identification Number (DIN) activation application is currently under process, the effective date will be intimated once the DIN is allotted.

Regulatory Disclosure

The company made this disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This filing was submitted to both the Bombay Stock Exchange and the National Stock Exchange of India Limited.

Further disclosures regarding the director’s information, as required by SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, will be provided after the effective date of his appointment.

Lalatendu Acharya, Company Secretary and Compliance Officer, signed the disclosure letter dated August 24, 2026.