Meeting Details

  • Date: Thursday, August 27, 2026
  • Time: 10:00 AM (IST)
  • Type: Twentieth Annual General Meeting
  • Mode: Conducted through video conferencing or other audio-visual means
  • Deemed Venue: Registered Office at Super A Unit, Coimbatore Private Industrial Estate, Kuruchi, Coimbatore - 641021, Tamil Nadu
  • Cut-off Date: Thursday, August 20, 2026 for determining voting rights

Proposed Resolutions and Implications

Item 1: Adoption of Financial Statements

To receive, consider and adopt the audited standalone financial statements along with consolidated financial statements including statement of profit and loss (including other comprehensive income), statement of cash flows, and statement of changes in equity for the financial year ended March 31, 2026 together with notes and reports of board of directors and auditors.

Item 2: Appointment of Director

To appoint Sudarsan Varadaraj (DIN: 00133533) who retires by rotation and offers himself for reappointment.

Item 3: Special Resolution - Reappointment of Chairman & Managing Director

To approve reappointment of Sudarsan Varadaraj (DIN: 00133533) as Chairman & Managing Director for 5 years effective January 1, 2027, with following remuneration terms for first 3 years:

  • Salary: ₹500,000 per month
  • Commission: At discretion of Board within limits of Sections 197 and 198 of Companies Act, 2013
  • Perquisites: Company car with driver, telephone facility, furnished accommodation or 50% HRA, gas, electricity, water, furnishings, medical reimbursement, LTA, club fees, medical insurance (capped at salary amount)
  • Provident Fund, Superannuation Fund contributions
  • Gratuity not exceeding half month's salary per completed year
  • Leave encashment at end of tenure

This approval is sought notwithstanding that aggregate annual remuneration payable to Sudarsan Varadaraj together with Harsha Varadaraj exceeds 5% of net profits calculated under Section 198 of Companies Act, 2013.

Item 4: Special Resolution - Reappointment of Executive Director

To approve reappointment of Harsha Varadaraj (DIN: 06856957) as Whole-time Director (designated as "Executive Director") for 5 years effective November 6, 2026, with identical remuneration terms as Sudarsan Varadaraj:

  • Salary: ₹500,000 per month
  • Commission: At discretion of Board within statutory limits
  • Identical perquisites and benefits package

Item 5: Ordinary Resolution - Ratification of Cost Auditor

To ratify reappointment of M/s. P. Mohan Kumar & Co., Cost Accountants (Firm Registration No. 100490) as Cost Auditor for FY2026-27 at remuneration of ₹90,000 plus applicable taxes and reimbursement of out-of-pocket expenses.

Voting Process and Methods

The company provides multiple voting methods:

Remote e-Voting Period

  • Begins: Monday, 24th August, 2026 at 09:00 AM (IST)
  • Ends: Wednesday, 26th August, 2026 at 05:00 PM (IST)

Voting Platforms

  • NSDL e-Voting system: https://eservices.nsdl.com
  • CDSL e-Voting system: https://web.cdslindia.com/myeasitoken/
  • InstaVote platform: https://instavote.linkintime.co.in

Individual Shareholders (Demat)

Can vote through their demat accounts maintained with depositories and depository participants after updating mobile numbers and email IDs.

Physical Shareholders/Non-Individual Shareholders

Must register and vote through InstaVote platform using folio numbers and other verification details.

Voting During Meeting

Shareholders who haven't voted remotely can vote during the AGM through the InstaMeet facility using their demat account/folio number and OTP received during registration.

Key Financial Information

Financial Performance (FY2026 vs FY2025)

  • Turnover (net): ₹2,362.71 million (₹2,272.28 million)
  • Profit/(Loss) before tax: (₹240.63 million) (₹48.99 million)
  • Profit/(Loss) after tax: (₹1,149.44 million) (₹42.57 million)
  • Paid-up Capital: ₹50.05 million (₹50.05 million)
  • Reserves & Surplus: ₹1,897.91 million (₹3,044.13 million)
  • Basic EPS: (₹22.97) (₹0.85)

Past Remuneration Details

Sudarsan Varadaraj:

  • FY2026: ₹7.75 million
  • FY2025: ₹7.89 million
  • FY2024: ₹8.30 million

Harsha Varadaraj:

  • FY2026: ₹2.77 million
  • FY2025: ₹2.86 million
  • FY2024: ₹3.43 million

Scrutinizer Appointment

Mr. M D Selvaraj, Managing Partner of M/s. MDS & Associates LLP (LLPIN: ABZ 8060), Company Secretaries, Coimbatore has been appointed as scrutinizer to scrutinize the remote e-voting and e-voting process in a fair and transparent manner.

Compliance Confirmation

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • Secretarial Standard on General Meetings (SS-2)
  • MCA and SEBI circulars permitting virtual AGMs

Shareholder Information

  • Register of members and share transfer books closed from August 21-27, 2026
  • Dividend payment through NECS system
  • Physical share transfers restricted post-April 1, 2019
  • Special window open until February 4, 2027 for transfer requests submitted before April 1, 2019
  • Members encouraged to convert to dematerialized mode

Additional Information

The explanatory statement provides detailed background on the appointees, justification for remuneration despite losses, steps taken for improvement, and expected increase in productivity. The company cites global business environment and market conditions as reasons for losses while taking measures to improve profitability.