Key Decisions and Dates

  • The Board of Directors approved amendments to the Articles of Association via circular resolution passed on Friday, 11th September 2026.
  • The amendments will be recommended to shareholders for approval at the ensuing 40th Annual General Meeting scheduled to be held on 22nd September 2026.
  • An addendum to the AGM notice will include this business item, making it an integral part of the original notice.

Detailed Amendments to Articles of Association

The proposed amendments primarily involve replacing references to Mrs. Sasikala Raghupathy with Mr. Arjun Govind Raghupathy across multiple articles:

Article 2(8) - Definition of Raghupathy Group

  • Existing: Defined as Mrs. Sasikala Raghupathy and BGR Investment Holdings Company Limited (CIN U65991TN1994PLC027174)
  • Proposed: Defined as Mr. Arjun Govind Raghupathy, Mrs. Sasikala Raghupathy and BGR Investment Holdings Company Limited
  • Representative Change: Mr. Arjun Govind Raghupathy will become the representative of the Raghupathy Group instead of Mrs. Sasikala Raghupathy

Article 3(3) - Binding effect of the representative Decision

  • All decisions or actions of Mr. Arjun Govind Raghupathy (instead of Mrs. Sasikala Raghupathy) will be binding on Raghupathy Group members

Article 31(2)(b) - Board Nomination Rights

  • Threshold: Raghupathy Group maintains right to nominate one-third (1/3rd) of total directors while holding at least 25% of issued equity share capital
  • Permanent Director: Mr. Arjun Govind Raghupathy will replace Mrs. Sasikala Raghupathy as the permanent non-retiring director
  • Other nominee directors remain liable to retire by rotation and hold office at pleasure of Raghupathy Group
  • Shareholders must exercise voting rights to enable Raghupathy Group to achieve removal, replacement or appointment of their nominee directors

Article 31(4) - Chairman of the Board

  • Permanent Chairman: Mr. Arjun Govind Raghupathy will replace Mrs. Sasikala Raghupathy as permanent chairman
  • In his absence, a director nominated by him (instead of by Raghupathy Group) will act as chairman

Article 40 - Resolution by Circulation

  • Resolutions require signature of Mr. Arjun Govind Raghupathy (instead of Mrs. Sasikala Raghupathy) to be valid

Article 42 - Special Approval Requirements

  • For specified matters requiring shareholder approval, prior approval must be obtained from Mr. Arjun Govind Raghupathy (instead of Mrs. Sasikala Raghupathy)
  • This applies while Raghupathy Group holds at least 25% of issued equity share capital

Article 44 - Managing Director Provisions

  • Complete Revision: Removed previous clause naming Mr. B.G. Raghupathy as first Managing Director and Raghupathy Group nomination rights
  • New Provision: Board may appoint one or more managing/whole-time directors with terms and remuneration as determined, subject to applicable laws

Financial and Operational Impact

No specific financial impact quantified in the disclosure. The changes are governance-related affecting leadership structure and control mechanisms.

Conditions and Thresholds

The Raghupathy Group's special rights (nomination rights, approval requirements) remain conditional upon maintaining at least 25% aggregate holding of the company's issued and outstanding equity share capital.