Key Dates

  • AGM Date: Tuesday, 22nd September 2026 at 11:30 AM (IST)
  • E-voting Commencement: Friday, 18th September 2026 at 9:00 a.m. (IST)
  • E-voting Conclusion: Monday, 21st September 2026 at 5:00 p.m. (IST)
  • Board Approval Date for AoA Changes: 11th September 2026 (via circular resolution)

Parties Involved

  • Shareholder Group: Raghupathy Group (defined as Mr. Arjun Govind Raghupathy, Mrs. Sasikala Raghupathy, and BGR Investment Holdings Company Limited)
  • Regulatory References: Companies Act, 2013; SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; Companies (Incorporation) Rules, 2014; Companies (Management and Administration) Rules, 2014

Proposed Amendments to Articles of Association

The Board of Directors, after obtaining prior written consent from the Raghupathy Group, proposes the following specific amendments to the AoA:

1. Article 2(8) - Definition of 'Raghupathy Group': The definition is updated. The group remains collectively defined as Mr. Arjun Govind Raghupathy, Mrs. Sasikala Raghupathy, and BGR Investment Holdings Company Limited. The key change is the replacement of the group's representative from Mrs. Sasikala Raghupathy to Mr. Arjun Govind Raghupathy.

2. Article 3(3) - Binding effect of the representative's Decision: Updated to reflect that decisions or actions by Mr. Arjun Govind Raghupathy (or an authorized person in his absence) shall be binding on the Raghupathy Group, replacing the previous reference to Mrs. Sasikala Raghupathy.

3. Article 31(2)(b) - Board Nomination Rights: So long as the Raghupathy Group holds at least 25% of the equity share capital, it is entitled to nominate one-third of the Board directors. The amendment specifies that Mr. Arjun Govind Raghupathy shall be one of these nominees and shall be a permanent (non-retiring) director, replacing Mrs. Sasikala Raghupathy in this role.

4. Article 31(4) - Permanent Chairman: The permanent chairman of the Board of Directors is changed from Mrs. Sasikala Raghupathy to Mr. Arjun Govind Raghupathy.

5. Article 40 - Resolution by Circulation: Validates resolutions passed by circulation only if signed by Mr. Arjun Govind Raghupathy (or an authorized Raghupathy Group Nominee Director), replacing the requirement for Mrs. Sasikala Raghupathy's signature.

6. Article 42 - Matters Requiring Prior Approval: For specific major decisions, prior approval is required from Mr. Arjun Govind Raghupathy (or a person authorized by BGR Investment Holdings Company Limited), replacing the previous requirement for approval from Mrs. Sasikala Raghupathy.

7. Article 44 - Managing Director Appointment: This article is completely replaced. The old article granted the Raghupathy Group the right to nominate the Managing Director(s). The new article states that the Board may appoint managing or whole-time directors on terms it sees fit, subject to the Companies Act, 2013, and removes the specific nomination right for the Raghupathy Group.

Purpose and Rationale

The amendments are intended to align the Articles of Association with the proposed re-alignment of rights, representation, and governance arrangements relating to the Raghupathy Group and consequential changes in the management and governance aspects of the Company.

Voting and Approval Requirements

The resolution for amending the AoA (Item No. 7) is proposed as a Special Resolution, requiring shareholder approval pursuant to Sections 5 and 14 of the Companies Act, 2013.

Financial Impact

Financial impact is not quantified in the disclosure. The changes are governance-related concerning board composition, representation rights, and decision-making protocols.

Capital Structure Impact

No direct impact on the company's share capital or capital structure is disclosed. The changes pertain to governance rights triggered by the Raghupathy Group maintaining a minimum 25% equity shareholding.

Additional Information

  • The existing and proposed amended AoA are available for inspection at the company's Registered Office in Tada, Andhra Pradesh.
  • According to the disclosure, none of the Directors or Key Managerial Personnel (except those with interests in the Raghupathy Group) are concerned or interested in the resolution.
  • All other agenda items from the original AGM notice remain unchanged.