Race Eco Chain Limited passed all four resolutions at its 26th Annual General Meeting held on September 26, 2026, with 99.99% of valid votes cast in favour across every agenda item.

Meeting overview

The AGM was conducted via video conferencing and ran from 1:00 pm to 1:57 pm. Of the 6,938 shareholders on record as of the cut-off date of September 19, 2026, a total of 41 members attended through video conferencing, comprising 1 from the promoter and promoter group and 40 from the public. Remote e-voting was open from September 23, 2026 at 9:00 am to September 25, 2026 at 5:00 pm on the NSDL platform.

Resolutions passed

Shareholders approved four resolutions covering the adoption of financial statements, director re-appointment, statutory auditor appointment, and the re-appointment of the Managing Director. All four resolutions were carried with the requisite majority.

• Resolution 1 (Ordinary): Adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and auditors.
• Resolution 2 (Ordinary): Re-appointment of Mr. Lalit Kumar Malik, who retires by rotation and offered himself for re-election as a Director.
• Resolution 3 (Ordinary): Appointment of Akshay Singhla & Associates, Chartered Accountants (Firm Registration No. 039880N), as Statutory Auditors for a term of five consecutive years, from the conclusion of this AGM until the conclusion of the 31st Annual General Meeting.
• Resolution 4 (Special): Re-appointment of Mr. Sunil Kumar Malik (DIN: 00143453) as Managing Director for a period of three years, commencing October 2, 2026 and ending October 1, 2029, on the same remuneration terms.

Voting results summary

All four resolutions recorded identical voting outcomes. The consolidated results across all resolutions are presented below.

Across all four resolutions, 8,034,054 votes were cast in favour, representing 99.9999% of total valid votes polled, while only 6 votes were cast against. No invalid votes were recorded in any category for any resolution. The promoter and promoter group voted entirely in favour, with 100% of their held shares polled via e-voting.

Scrutinizer and e-voting process

Amit Saxena of Amit Saxena and Associates, Practicing Company Secretaries (Membership No. A29918, CP No. 11519), was appointed as Scrutinizer by the Board at its meeting on August 12, 2026. The scrutinizer's report was issued on September 26, 2026. Voting was facilitated through the NSDL e-voting platform. The company had published an advertisement on August 26, 2026 regarding the dispatch of the AGM notice dated August 12, 2026 in Financial Express (English) and Jansatta (Hindi) newspapers. After the closure of remote e-voting at the AGM, votes were unblocked at 3:22 pm and counted in the presence of two witnesses.

Race Eco Chain has received observation letters stating no adverse observations from both the Bombay Stock Exchange and the National Stock Exchange regarding its draft composite scheme of arrangement. The regulatory clearance allows the company to proceed with filing the scheme before the National Company Law Tribunal.

The proposed transaction involves the demerger of Race Eco Chain into two resultant entities: Geoeco Green Energy Limited and Race Gateway Limited. The exchanges conveyed their observations on September 21, 2026, subject to specific compliance requirements outlined by SEBI and the exchanges themselves.

Scheme Structure and Regulatory Requirements

The draft scheme falls under sections 230 to 232 of the Companies Act, 2013. SEBI had previously issued comments on July 30, 2026, which the exchanges have incorporated into their observation letters. Key conditions include ensuring compliance with Regulation 11 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

The company must disclose all details of ongoing adjudication, recovery proceedings, or prosecution initiated against the company, its promoters, and directors before the NCLT and shareholders. Additionally, any additional information submitted after filing the scheme must be displayed on the company’s website and the stock exchanges’ websites.

Asset and Liability Transfer

The scheme mandates the transfer of specific business divisions to the resultant companies. The liabilities of Demerged Undertaking No. 1, the Biomass Division of Race Eco, will transfer to Geoeco Green Energy Limited. Demerged Undertaking No. 2, the Restore Bag Division of Race Eco, will transfer to Race Gateway Limited.

The company is required to ensure that financials in the scheme, including those used for valuation reports, are not older than six months. Proposed equity shares issued under the scheme must be in demat form only.

Disclosure and Listing Conditions

Race Eco Chain must provide comprehensive disclosures to shareholders to enable informed decision-making. This includes a small explanation of the scheme, its rationale, synergies, impact on shareholders, and a cost-benefit analysis. Details of the registered valuer and merchant banker, along with the basis for the share swap ratio, must also be disclosed.

Pre- and post-scheme shareholding patterns for Race Eco, Geoeco, and Gateway must be provided as on the date of the shareholders' meeting notice. The company must also disclose capital build-up, revenue, PAT, and EBITDA for the last three years for all three entities.

Geoeco Green Energy Limited and Race Gateway Limited must complete listing formalities and commence trading within sixty days of receiving the NCLT order. Shares allotted pursuant to the scheme will remain frozen in the depository system until listing permission is granted. There shall be no change in the shareholding pattern or control between the record date and listing.