Detailed Summary

Key Dates and Logistics

  • Cut-off date for e-voting: Saturday, September 5, 2026
  • Remote e-voting period: Commences Wednesday, September 9, 2026 (9:00 AM) and ends Friday, September 11, 2026 (5:00 PM)
  • AGM Date and Time: Saturday, September 12, 2026 at 11:30 AM IST
  • AGM Format: Conducted through Video Conferencing/Other Audio Visual Means (VC/OAVM) without physical attendance
  • Record Date for Dividend: Saturday, September 5, 2026
  • Register of Members Closure: Sunday, September 6, 2026 to Saturday, September 12, 2026 (both days inclusive)

Ordinary Business Items

Item 1: Adoption of Financial Statements

  • To consider and adopt the Audited Standalone Financial Statements for FY ended March 31, 2026 with reports of Board of Directors and Auditors
  • To consider and adopt the Audited Consolidated Financial Statements for FY ended March 31, 2026 with reports of Auditors

Item 2: Declaration of Dividend

  • To declare final dividend of ₹0.43 per Equity Share of ₹1 each (fully paid-up), representing 43% of face value
  • Dividend was recommended by the Board of Directors at their meeting held on May 6, 2026
  • Dividend payment will be made only in electronic mode as mandated by SEBI effective November 18, 2025

Item 3: Re-appointment of Director

  • Mr. Vivek Kumar Bansal (DIN: 00137120) retires by rotation under Section 152(6) of Companies Act, 2013
  • Being eligible, he offers himself for re-appointment
  • His current remuneration is ₹1,20,00,000/- and he holds 1,40,39,580 shares in the company

Special Business Items

Item 4: Ratification of Cost Auditor Remuneration

  • Ratification of remuneration payable to M/s. Sohan Lal Jalan & Associates, Cost Accountants (Firm Registration No. 000521)
  • Remuneration fixed at ₹1,00,000/- plus applicable taxes and reimbursement of out-of-pocket expenses
  • For conducting audit of cost records for Financial Year ending March 31, 2027

Item 5: Continuation of Independent Director Beyond Age 75

  • Special Resolution for continuation of Mr. Joginder Pal Dua (DIN: 02374358) as Non-Executive Independent Director
  • He will attain age 75 on August 5, 2027, during his current tenure which ends August 28, 2030
  • Justification includes his extensive banking experience (formerly Chairman & MD of Allahabad Bank, General Manager at Oriental Bank of Commerce)
  • During FY 2025-26, he was paid ₹5,53,000 as sitting fees for Board and Committee meetings

Item 6: Reclassification of Authorized Share Capital

  • Special Resolution to reclassify existing authorized share capital of ₹67,94,00,000
  • Current structure: 52,94,00,000 Class A Equity Shares of ₹1 each + 50,00,000 Class B Equity Shares of ₹10 each + 10,00,000 Class C Equity Shares of ₹100 each
  • Proposed structure: 67,94,00,000 Equity Shares of ₹1 each (aggregating to same total value)
  • Requires alteration of Clause V of Memorandum of Association
  • No change to issued, subscribed or paid-up share capital; no effect on existing shareholder rights

Item 7: Adoption of New Memorandum of Association

  • Special Resolution to alter and adopt new MOA as per Companies Act, 2013 (Schedule I - Table A)
  • Updates include changing clause numbering style, updating object clauses, and aligning liability clause

Item 8: Adoption of New Articles of Association

  • Special Resolution to adopt new AOA as per Companies Act, 2013 (Schedule I - Table F)
  • Replaces existing AOA to align with current legislation

Voting and Participation Procedures

  • Remote e-voting through CDSL platform from September 9-11, 2026
  • E-voting also available during AGM for those who haven't voted remotely
  • Mr. Raj Kumar Banthia, Practicing Company Secretary, appointed as Scrutinizer
  • Results to be declared within 2 working days after AGM and communicated to stock exchanges
  • Members can join VC/OAVM 30 minutes before and 15 minutes after scheduled commencement time
  • Facility available to first 1,000 members on first-come-first-served basis (exceptions for large shareholders, promoters, institutional investors, etc.)

Dividend and Shareholder Information

  • Dividend income is taxable and subject to TDS as per Income Tax Act, 1961
  • No TDS for resident individuals with valid PAN if dividend amount ≤ ₹10,000/-
  • Unclaimed dividends after 7 years transferred to Investor Education and Protection Fund (IEPF)
  • Shares with unclaimed dividends for 7 consecutive years also transferred to IEPF
  • Special window open until February 4, 2027 for transfer/demat of physical securities sold/purchased before April 1, 2019

Registered Office and Contact Information

  • Address: 119, Park Street, White House, 3rd Floor, Kolkata-700016, West Bengal, India
  • Tel: +91 33 2226 8882
  • RTA: ABS Consultant Pvt. Ltd., Kolkata