Tradewell Holdings Limited held its 32nd Annual General Meeting on September 30, 2026, in Delhi. The meeting addressed critical governance matters, including the ratification of managerial remuneration paid during the financial year 2025-26 despite inadequate profits.

The company’s statutory auditor and secretarial auditor flagged that while the remuneration paid to directors was within the limits prescribed under Schedule V of the Companies Act, 2013, the requisite prior approval from shareholders had not been obtained due to administrative oversight. Consequently, the management proposed ordinary and special resolutions to regularise this payment and seek retrospective approval for amounts exceeding Section 197 limits.

Voting results and scrutiny

Parveen Rastogi & Co., appointed as the scrutinizer, submitted the consolidated report on October 3, 2026. The report confirmed that all four agenda items were passed with the requisite majority. Voting was conducted exclusively through remote e-voting via the National Securities Depository Limited (NSDL) platform; no polling papers were received at the meeting venue.

A total of 62 members cast their votes electronically. The scrutiny process was conducted in the presence of two witnesses who are not employees of the company. The register and records related to the voting remain in the scrutinizer's custody until the Chairman approves the minutes.

Resolution outcomes and remuneration details

The following table details the voting outcome for each resolution passed at the AGM:

For the first two items (Adoption of Financials and Re-appointment of Mr. Kamal Manchanda), all 62 members voted validly. However, for the remuneration-related items (Items 3 and 4), the total number of valid votes cast dropped to 57 members. This reduction occurred because 5 members, representing 21,98,400 votes, had their votes declared invalid. Despite these invalid votes, the assent percentage remained at 99.9998% among valid votes, ensuring the resolutions were carried out.

The specific remuneration details disclosed for Whole-time Director Kamal Manchanda are as follows:

Governance and compliance observations

The auditor’s report highlighted a specific observation regarding Section 197(16) of the Companies Act, 2013. The report noted that during the financial year, the company had inadequate profits. Although the managerial remuneration was within Schedule V limits, the procedural requirement for shareholder approval was missed before the close of the fiscal year. The management clarified that this was due to oversight and confirmed that steps were initiated to place the matter before members for approval at this AGM.

The secretarial audit report echoed these concerns, stating that the necessary approval of members regarding such remuneration was required to be obtained. The company ensured compliance by including these items in the AGM agenda, allowing shareholders to vote via remote e-voting or ballot at the venue.

Meeting proceedings and attendance

Mr. Kamal Manchanda, Whole-Time Director, chaired the meeting after being elected by the members. The quorum was present with 32 members attending in person. Other directors present included Mrs. Aruna Manchanda (Non-Executive Director) and Ms. Shilpy Chopra (Non-Executive Independent Director). Mr. Sunil Kumar Singh served as Chief Financial Officer, and Ms. Uma Kumari acted as Company Secretary.

Remote e-voting facilities were available from September 27, 2026, to September 29, 2026. The meeting concluded at 12:55 pm.

What the numbers show

The disclosure reveals a distinct separation between promoter influence and independent shareholder approval on sensitive governance issues. For Resolutions 1 and 2, the promoter group’s 21,98,400 votes were counted, contributing significantly to the total polled votes of 24,93,272. However, for Resolutions 3 and 4 concerning director remuneration, these same 21,98,400 votes were treated as invalid because the promoter was interested in the agenda.

Consequently, the outcome of the remuneration ratification relied entirely on the remaining 57 valid voters, who cast 2,94,872 votes. The high assent rate of 99.9998% in these cases indicates strong support from the non-interested public shareholders, despite the procedural lapse identified by auditors.

Tradewell Holdings disclosed a change in its promoter group composition following internal equity share transfers. The company added Era Manchanda, Saugaat Khurana, and Sahil Manchanda to the promoter group through the acquisition of 10,000 shares between August 25 and September 2, 2026.

The transactions were executed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Kamal Manchanda transferred shares to the new members, resulting in a reduction of his individual holding while the aggregate promoter group stake remained constant.

Shareholding Changes

The promoter group’s total shareholding stood at 2,243,410 equity shares, representing 74.67% of the paid-up capital both before and after the transactions. The restructuring involved specific adjustments to individual holdings within the group.

Ms. Aruna Manchanda and Tradewell Portfolios Private Limited retained their existing stakes without alteration.

Transaction Details

The transfers occurred over three dates in late August and early September 2026. The total value of the 10,000 shares transferred was ₹457,913.75.

• Era Manchanda acquired 5,000 shares on August 25, 2026, for ₹226,427.00.
• Saugaat Khurana acquired 2,500 shares on August 26, 2026, for ₹118,855.50.
• Sahil Manchanda acquired 2,500 shares on September 2, 2026, for ₹112,631.25.

What the Numbers Show

The internal reallocation indicates a dilution of control concentration at the individual level without affecting the group’s overall voting power. Kamal Manchanda’s stake decreased from 48.01% to 47.68%, while the new entrants collectively hold 0.33% of the company’s equity. This structure maintains the promoter group’s dominant position at nearly three-quarters of the total paid-up capital.