Scrutinizer Report of the 31st Annual General Meeting held on 28th September, 2025.
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Fruition Venture Limited's 31st AGM was held on 28th September 2025 via video conferencing, and the Scrutinizer has submitted a report on the voting results. Seven resolutions were put to vote, including adoption of financial statements, director re-appointment, secretarial auditor appointment, loans and investments, related party transactions, and issuance of up to 25 lakh convertible warrants on a preferential basis. All 7 resolutions were declared as passed. However, two resolutions — re-appointment of the director retiring by rotation (Item 2) and issuance of 25 lakh warrants on preferential basis to promoter and non-promoter entities (Item 7) — recorded 88.48% of votes against them (20,34,071 votes against vs 2,64,929 in favour), yet were still declared passed, likely because the bulk of 'against' votes came from public shareholders while promoter-group shares (22,99,000) supported them. The other 5 resolutions received 100% votes in favour.
All resolutions technically passed, but the overwhelming public shareholder opposition (88.48%) to the director re-appointment and the preferential warrant issue is a red flag for retail investors and signals potential governance concerns. Shareholders should watch for any further dilution from the proposed warrant conversion and the related party transactions that also received approval.