Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Meeting Details

  • Date: Friday, September 04, 2026
  • Time: 3:30 p.m. (IST)
  • Location: Through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Type: 42nd Annual General Meeting
  • Deemed Venue: Registered Office of the Company at 37, First Floor, Kamala Bhavan II, S. Nityanand Road, Andheri (East), Mumbai – 400 069

Proposed Resolutions and Implications

Ordinary Business:

1. To consider and adopt the Audited Standalone Financial Statements for FY ended March 31, 2026 together with Reports of Board of Directors and Auditors, and Audited Consolidated Financial Statements including Auditor's Report

2. To declare a Final Dividend @ 10% i.e., ₹0.10 per equity share of face value ₹1 each for FY ended March 31, 2026

3. To appoint Mr. Pranav J. Choksi (DIN: 00001731) who retires by rotation and offers himself for re-appointment

Special Business:

4. Ratification of Remuneration to Cost Auditors: Ordinary Resolution to ratify remuneration of ₹4,00,000 per annum plus applicable taxes and reimbursement of actual travel expenses to M/s. Poddar & Co. (FRN: 101734) as Cost Auditors for FY 2026-27

5. Re-appointment of Mr. Pankaj J. Gandhi: Special Resolution for re-appointment as Whole-Time Director for 5 years from September 07, 2026 to September 06, 2031, with continuation beyond age of 70 years until expiry of term

Director Remuneration Details:

  • Salary: Not exceeding ₹100,00,000 (One Crore) per annum
  • Perquisites and allowances: House rent allowance, conveyance allowance, medical reimbursement, leave travel allowance, and other benefits as per company policy
  • Contributions: Provident Fund, Superannuation Fund, National Pension System, Gratuity as per rules
  • Termination: 3 month's notice from either side

Voting Process and Methods

  • Remote e-Voting Period: Tuesday, September 01, 2026 (9:00 a.m.) to Thursday, September 03, 2026 (5:00 p.m.)
  • Service Provider: National Securities Depository Limited (NSDL)
  • Cut-off Date: August 28, 2026 for determining voting rights
  • Methods Available: Remote e-voting prior to meeting and e-voting during the AGM through VC/OAVM
  • Physical Attendance: Dispensed with as per MCA and SEBI circulars
  • Proxy Facility: Not available for this VC/OAVM meeting

Shareholder Participation Details

  • Members can join AGM 15 minutes before/after scheduled time through VC/OAVM
  • Facility available to at least 1000 members on first-come, first-served basis (exceptions for large shareholders holding 2%+, promoters, institutional investors, directors, KMPs, committee chairpersons, auditors)
  • Institutional shareholders must send scanned copy of Board Resolution/Authority letter to scrutinizer@mgconsulting.in with copy to evoting@nsdl.com
  • Joint holders: First named holder entitled to vote

Book Closure and Record Date

  • Book Closure Period: Saturday, August 29, 2026 to Friday, September 04, 2026 (both days inclusive)
  • Record Date: Friday, August 28, 2026
  • Purpose: For AGM and payment of final dividend for FY 2025-26, if approved

Scrutinizer Appointment

  • Scrutinizer: M/s. Manish Ghia & Associates, Practicing Company Secretaries
  • Role: Scrutinize voting and remote e-voting process in fair and transparent manner
  • Process: Will unblock votes cast through e-voting in presence of at least two witnesses after conclusion of meeting

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 (Sections 91, 108, 112, 113, 124, 148, 152, 160, 196, 197, 203)
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations 40, 42, 44)
  • Companies (Management and Administration) Rules, 2014
  • Companies (Audit and Auditors) Rules, 2014
  • Companies (Cost Records and Audit) Rules, 2014
  • SEBI Master Circular No. HO/38/13/(4)2026-MIRSD-POD/I/4298/2026 dated February 06, 2026
  • MCA General Circulars dated September 22, 2025, April 08, 2020, April 13, 2020 and May 05, 2020

Additional Information

  • Dividend payment will be made within 30 days from AGM date if approved
  • Unclaimed dividend of ₹23,293 for FY 2017-18 and 20,985 unclaimed shares transferred to IEPF during FY 2025-26
  • Members encouraged to dematerialize shares as physical share transfers restricted per Regulation 40 of Listing Regulations
  • RTA: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
  • All documents available for electronic inspection without fee from notice date until AGM date
  • Green initiative: Only electronic copies of Annual Report and notice being sent