AGM Schedule and Voting Details

  • AGM Date: July 23, 2026 at 4:00 PM IST
  • Cut-off Date for Voting Rights: July 16, 2026
  • Remote E-voting Period: July 20, 2026 (9:00 AM) to July 22, 2026 (5:00 PM)
  • Register of Members Closure: July 17, 2026 to July 23, 2026 (both days inclusive)
  • Record Date for Dividend: July 16, 2026 (if dividend is approved)
  • Dividend Payment: Within 30 days from shareholder approval

Ordinary Business

1. Adoption of Financial Statements

To review, consider and adopt the Audited Standalone and Consolidated Annual Financial Statements for the financial year ended March 31, 2026, including Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Statement of Changes in Equity, and reports of Board of Directors and Statutory Auditors.

2. Dividend Declaration

To declare a final dividend of ₹11.25 per Equity Share of ₹5 each (225%) for the financial year ended March 31, 2026.

3. Director Reappointment

To appoint Mr. Srinivasan Ravi (DIN: 01257716) who retires by rotation and offers himself for re-appointment.

Special Business

4. Reappointment of Chairman and Managing Director

To consider and approve the re-appointment of Mr. Srinivasan Ravi (DIN: 01257716) as Chairman and Managing Director for five years from October 1, 2026 to September 30, 2031.

Remuneration Structure (When Profits are Adequate):

  • Fixed salary: ₹50 lakhs per month (scale of ₹50-70 lakhs per month)
  • Perquisites: Leave travel allowance up to 12% of salary
  • Commission: 5% of profits computed under Section 198 of Companies Act, 2013
  • Additional perquisites: PF contribution (up to 12%), gratuity, leave encashment, company car with driver, communication expenses
  • Total remuneration not to exceed 5% of profits

Minimum Remuneration (Inadequacy of Profits):

  • Consolidated remuneration: ₹50 lakhs per month
  • Applicable for maximum three years within the five-year tenure

5. Reappointment of Whole Time Director

To consider and approve the re-appointment of Mr. Ravi Gauthamram (DIN: 06789004) as Whole Time Director for five years from October 1, 2026 to September 30, 2031.

Remuneration Structure (When Profits are Adequate):

  • Fixed salary: ₹8 lakhs per month (scale of ₹8-12 lakhs per month)
  • Perquisites: Leave travel allowance up to 12% of salary
  • Commission: 1.75% of profits computed under Section 198 of Companies Act, 2013
  • Additional perquisites: PF contribution (up to 12%), gratuity, leave encashment, company car with driver, communication expenses
  • Total remuneration not to exceed 1.75% of profits

Minimum Remuneration (Inadequacy of Profits):

  • Consolidated remuneration: ₹8 lakhs per month
  • Applicable for maximum three years within the five-year tenure

6. Ratification of Cost Auditor Remuneration

To ratify the remuneration of ₹7,00,000 plus applicable taxes and out-of-pocket expenses payable to M/s. S. Mahadevan & Co., Cost Accountants (Firm Registration Number: 000007) for conducting cost audit for FY 2026-27.

Financial Performance Context

Standalone Financials (FY 2025-26):

  • Total Revenue: ₹4,818 crore
  • Profit After Tax: ₹221 crore

Consolidated Financials (Post-IPO Growth):

  • Revenue increased from ₹1,560 crore (FY 2020-21) to ₹8,069 crore (FY 2025-26)
  • EBITDA increased from ₹448 crore (FY 2020-21) to ₹1,300 crore (FY 2025-26)
  • PAT increased from ₹97 crore (FY 2020-21) to ₹384 crore (FY 2025-26)
  • Total assets expanded from ₹2,352 crore to ₹8,980 crore

Director Details

Mr. Srinivasan Ravi (Chairman & MD):

  • DIN: 01257716
  • Appointment Date: July 18, 1986
  • Qualification: Bachelor of Engineering (Mechanical) from PSG College of Technology
  • Shareholding: 1,05,00,000 equity shares
  • Current Remuneration (FY 2025-26): ₹11.94 crores (salary, commission, and others)
  • Past Commission: Voluntarily capped at 3.75% of profits (50% of approved limit)

Mr. Ravi Gauthamram (Whole Time Director):

  • DIN: 06789004
  • Appointment Date: February 20, 2014
  • Qualification: B.E. Mechanical from PSG College of Technology; MS in Production Systems Engineering from RWTH Aachen University, Germany
  • Shareholding: 200 equity shares
  • Current Remuneration (FY 2025-26): ₹3.99 crores (salary, commission, and others)
  • Past Commission: Voluntarily capped at 1.25% of profits (50% of approved limit)

Tax Withholding on Dividend

Resident Shareholders:

  • 10% TDS with valid PAN
  • 20% TDS without PAN/invalid PAN
  • Nil TDS if dividend ≤ ₹10,000 through non-cash mode

Non-Resident Shareholders:

  • 20% TDS plus applicable surcharge and cess for FII/FPI
  • 20% TDS plus applicable surcharge and cess for other non-residents
  • DTAA benefits available with proper documentation

Document Submission Deadline: July 17, 2026

Electronic Participation Details

  • AGM conducted through VC/OAVM without physical attendance
  • Facility available for first 1,000 shareholders on first-come-first-served basis
  • Large shareholders (≥2%), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors exempt from attendance restriction
  • Shareholders can register to speak by sending request between July 17-19, 2026

Scrutinizer Appointment

Dr. C.V. Madhusudhanan (FCS No: 5367) of M/s. KSR & Co Company Secretaries LLP appointed as scrutinizer for remote e-voting process.

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