AGM Details

The 16th Annual General Meeting of CosPower Engineering Limited will be held on Tuesday, September 29, 2026, at 11:00 AM at the company's registered office: H. No 940, S. No. 134/17A, Pazar Talao Road Chandrapada, Vaki Pada, Juchandra, Naigaon East, Thane, Maharashtra, 401208.

Ordinary Business Items

Item 1: Adoption of Financial Statements

To receive, consider, and adopt the audited financial statements of the company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Auditors.

Item 2: Re-appointment of Director

To appoint Ms. Janet D'souza (DIN: 08676037), who retires by rotation and, being eligible, offers herself for re-appointment. The resolution is proposed as an ordinary resolution.

Item 3: Re-appointment of Director

To appoint Ms. Christbell Felix Kadam (DIN: 08676062), who retires by rotation and, being eligible, offers herself for re-appointment. The resolution is proposed as an ordinary resolution.

Item 4: Declaration of Dividend

To consider and declare a dividend of ₹1 per equity share of face value ₹10 each for the financial year ended March 31, 2026. The dividend is recommended by the Board of Directors and will be paid on the entire issued, subscribed, and paid-up equity share capital of 18,36,500 equity shares. The record date for determining eligibility is Tuesday, September 22, 2026. Dividend will be subject to applicable taxes and paid via ECS/NECS as mandated by SEBI. Tax will be deducted at source as per Income Tax Act, 2025.

Special Business Items

Item 5: Revision of Remuneration for Whole-Time Director

To approve, via special resolution, the revision of remuneration for Mr. Oswald Rosario Dsouza (DIN: 02711251), Whole-Time Director, for the remaining tenure from April 1, 2026, to September 3, 2027. The revised remuneration is ₹66.25 lakh per annum (inclusive of perquisites, benefits, incentives, and allowances), up from ₹43.75 lakh per annum approved earlier. This revision may exceed the limits prescribed under Section 197 and Schedule V of the Companies Act, 2013, due to inadequacy or absence of profits. The remuneration includes retirement benefits like gratuity and earned leave encashment, and reimbursement of actual expenses for vehicle, guest entertainment, and travel. The explanatory statement provides background: Mr. Dsouza is a diploma holder in electrical engineering with 16 years of experience. Financial performance data for FY2024-2026 shows PBT of ₹19.56 lakh, ₹218.25 lakh, and ₹1876.26 lakh, and PAT of ₹11.48 lakh, ₹153.28 lakh, and ₹1302.22 lakh, respectively.

Item 6: Revision of Remuneration for Managing Director

To approve, via special resolution, the revision of remuneration for Mr. Felix Shridhar Kadam (DIN: 02880294), Managing Director, for the remaining tenure from April 1, 2026, to September 3, 2027. The revised remuneration is ₹66.25 lakh per annum (inclusive of perquisites, benefits, incentives, and allowances), up from ₹43.75 lakh per annum approved earlier. This revision may exceed the limits prescribed under Section 197 and Schedule V of the Companies Act, 2013, due to inadequacy or absence of profits. The remuneration terms are identical to those for Mr. Dsouza, including retirement benefits and expense reimbursements. The explanatory statement notes Mr. Kadam holds diplomas in mechanical engineering and marketing/business administration with over 16 years of experience. The same financial performance data as in Item 5 is referenced.

Additional Information

Shareholder Voting and Attendance

  • The register of members and share transfer books will be closed from September 23, 2026, to September 29, 2026 (both days inclusive).
  • Shareholders can vote electronically via the NSDL e-Voting system from September 25, 2026, at 9:00 AM to September 28, 2026, at 5:00 PM. The record date for voting eligibility is September 22, 2026.
  • Detailed instructions for e-voting are provided for shareholders holding shares in demat mode (with NSDL or CDSL) and physical mode.
  • Shareholders can also vote by physical assent/dissent forms, which must be submitted by September 28, 2026, at 5:00 PM.
  • Proxies are permitted and must be deposited at the corporate office at least 48 hours before the meeting.

Director Details for Re-appointment

  • Ms. Janet D'souza (DIN: 08676037), age 63, Indian, expertise in administration, first appointed January 22, 2020, holds 1 equity share. She is a relative of Mr. Oswald Rosario Dsouza.
  • Ms. Christbell Felix Kadam (DIN: 08676062), age 45, Indian, expertise in marketing, first appointed January 22, 2020, holds 1 equity share. She is a relative of Mr. Felix Shridhar Kadam.

Notes and General Information

  • The notice and annual report are available on the company's website (www.cospower.co.in) and BSE's website (www.bseindia.com).
  • Shareholders must update their PAN, bank details, and email addresses with their depository participants or the company.
  • Documents referred to in the notice are available for inspection at the corporate office during business hours.

Financial Impact

  • Dividend payout: ₹1 per share on 18,36,500 shares, totaling ₹18,36,500, subject to TDS.
  • Remuneration revisions: Increased annual cost of ₹22.5 lakh each for MD and Whole-Time Director (from ₹43.75 lakh to ₹66.25 lakh).