Maral Overseas Ltd

AGM details

• Held on 25 August 2026 at 2:00 p.m. via VC/OAVM.
• Remote e-voting from 21 to 24 August 2026.

Key resolutions

• Ordinary: adopt audited financial statements and reports.
• Ordinary: re-appoint Ravi Jhunjhunwala, retiring by rotation.
• Special: restructure remuneration of Chairman and MD & CEO.
• Special: restructure remuneration of Joint Managing Director.

Voting status

• Combined results to be declared by 27 August 2026.

Directors

• Ravi Jhunjhunwala is to be considered for re-appointment.

Auditors

• Cost Auditor remuneration for 2026-27 ratified: M/s. K. G. Goyal & Co.

July 2026 physical share re-lodgment status

• Receipts: 1 re-lodgment request received for July 2026.
• Processed: 1 request processed in July 2026; 0 approvals.
• Approved: 0 requests; Rejected: 1 request.
• Average processing time: 10 days.
• Rejected case: 200 shares from Maral Overseas to Sudha Agarwal.
• Reason: signature mismatch; ISR 2 attested by bank; PAN, Aadhar, and cheque.
• Additional documents: Demat conversion forms per NSDL/CDSL.

AGM Details

• AGM scheduled for 25 August 2026 at 2:00 PM via VC/OAVM.
• Mode: Video Conference / Other Audio Visual Means; venue deemed registered office.
• Record date for voting: 14 November 2025.

Key Resolutions

• Ordinary: adoption of Audited Financial Statements for year ended 31 March 2026.
• Ordinary: reappointment of Shri Ravi Jhunjhunwala as Director by rotation.
• Special: restructuring remuneration of Shri Shekhar Agarwal (MD/CEO) from 1 April 2026.
• Special: restructuring remuneration of Shri Shantanu Agarwal (Joint MD) with 10% increase from 1 April 2026.
• Special: ratify remuneration of Cost Auditor for 2026-27.
• Special: issue 30,00,000 Redeemable Non-Convertible Cumulative Preference Shares to promoter group company worth ₹30 crore.
• Independent Director appointment via postal ballot approved with 99.98% in favour.

Voting Results

• Independent Director appointment via postal ballot passed with 99.98% in favour.

Dividend

• No equity dividend declared for FY2025-26.
• RNCPS dividend accrues at 9.25%; ₹1.3836 crore accrued but unpaid.

Director Changes

• Suman Jyoti Khaitan appointed Independent Director from 4 Nov 2025 for five years.
• Archana Capoor ceased to be Independent Director on 5 Nov 2025.
• Shri Ravi Jhunjhunwala to retire by rotation; eligible for re-appointment.

Auditor Appointments

• Statutory Auditor: S S Kothari Mehta & Co. LLP; tenure 2022–2027.
• Internal Auditors: GSA & Associates LLP and Ashim & Associates.
• Secretarial Auditor: Manisha Gupta & Associates; 5-year term.
• Cost Auditor: M/s K. G. Goyal & Co.; remuneration for 2026-27 fixed at ₹1 Lakh.

Material Related Party Transactions

• RNCPS issued to promoter group company Diplomat Leasing & Finance Private Limited; ₹30 crore.
• Related party transactions approved on arm’s length terms; omnibus approvals in place.

Other Material Approvals

• Remuneration restructurings approved for MD/CEO and Joint MD; terms to be aligned with statutory limits.
• Remuneration for Cost Auditor ratified for 2026-27.

AGM Details

• AGM on 25 August 2026 at 2:00 p.m. via VC/OAVM.
• Venue deemed at the company's registered office.
• Cut-off date for voting: 18 August 2026.

E-voting Window

• Remote e-voting window: 21 August 2026, 9:00 a.m. to 24 August 2026, 5:00 p.m.
• E-voting facility available during AGM.

Notice and Documents

• Notice and Annual Report 2025-26 to be sent in due course.

Voting Service Provider

• NSDL to provide remote e-voting services.

June 2026 re-lodgement of physical share transfers

• Received 1 re-lodgement request during June 2026; 1 processed.
• Approved 0; rejected 1 during the month.
• Average processing time: 7 days.
• Rejected: 200 shares involved; Transferor/purchaser details not disclosed.
• Reasons for rejection include signature mismatch.
• ISR-2 attestation required by bank manager with PAN, Aadhar, cancelled cheque.

Processing and listing confirmation

• Dematerialisation requests processed; securities listed on exchanges within 15 days of receipt.
• Securities dematerialised have been listed on the stock exchanges where earlier issued securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository name substituted as registered owner in records.

Action

• Long-term facilities ₹155.04 crore: CARE BB+, Positive outlook.
• Short-term facilities ₹217.53 crore: CARE A4+; Reaffirmed.

Facilities

• Total long-term facilities ₹155.04 crore.
• Total short-term facilities ₹217.53 crore.
• Total facilities ₹372.57 crore.

Agency & Date

• Rating letter dated 1 July 2026 from CARE Ratings.

Rationale

• Based on FY26 audited operational and financial performance.

Outlook change

• Outlook for long-term rating revised to Positive.