Key Quantitative Figures

  • Final Dividend: Recommended at 40%, i.e., ₹4.00 (Rupees four only) per equity share of face value ₹10 each for the financial year 2025-2026.
  • Cost Auditor Remuneration: A fee of up to ₹1,25,000 (Rupees One Lakh Twenty-Five Thousand) plus applicable tax and out-of-pocket expenses for M/s. Kabra & Associates for FY 2026-2027.
  • Record Date: The cut-off date for determining members entitled to vote and receive the dividend is Tuesday, September 15, 2026.

Dates of Action

  • AGM Date and Time: Tuesday, September 22, 2026, at 05:00 P.M. (IST).
  • Remote E-Voting Period: Commences on Saturday, September 19, 2026, at 09:00 A.M. (IST) and ends on Monday, September 21, 2026, at 05:00 P.M. (IST).
  • Dividend Payment: Will be made to members whose names appear on the Register of Members as of September 15, 2026.
  • Proxy Submission Deadline: The instrument of proxy must be deposited at the registered office not less than 48 hours before the meeting.

Parties Involved

  • Stock Exchanges: National Stock Exchange of India Limited (NSE) and BSE Limited.
  • Cost Auditor: M/s. Kabra & Associates, Cost Accountants.
  • E-Voting Service Provider: National Securities Depositories Limited (NSDL).
  • Registrar and Share Transfer Agent (RTA): Masserv (referred to via email investor@masserv.com).
  • Scrutinizer: Email provided for sending board resolutions is nirbhaykumar77@gmail.com.
  • Directors:
  • Mr. Bidadi Anjani Kumar (DIN: 00022417) - Retiring by rotation, seeking re-appointment. Will attain 75 years on March 25, 2027.
  • Mr. Kawal Jain (DIN: 00910924) - Retiring by rotation, seeking re-appointment.
  • Mr. Rajiv Batra (DIN: 00082866) - Independent Director proposed for re-appointment for a second term from November 02, 2026, to November 01, 2031.

Purpose and Rationale

The purpose of the AGM is to seek shareholder approval on ordinary and special business items as required under the Companies Act, 2013, and SEBI Listing Regulations. The rationale for director re-appointments is based on their extensive experience, strategic guidance, and valuable contributions to the Board.

Business Items for AGM

Ordinary Business

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

2. To declare the final dividend of ₹4.00 per share for FY 2025-26.

3. To re-appoint Mr. Bidadi Anjani Kumar (DIN: 00022417), who retires by rotation.

4. To re-appoint Mr. Kawal Jain (DIN: 00910924), who retires by rotation.

Special Business

5. Ordinary Resolution: Approval of remuneration for the Cost Auditor, M/s. Kabra & Associates, for FY 2026-2027.

6. Special Resolution: Re-appointment of Mr. Rajiv Batra (DIN: 00082866) as a Non-Executive Independent Director for a second term of five years.

7. Special Resolution: Continuation of the directorship of Mr. Bidadi Anjani Kumar (DIN: 00022417) as a Non-Executive Non-Independent Director beyond the age of 75 years.

Meeting Logistics

  • Venue: Registered Office at Plot No. 24, 25, 26, Sector-7, IMT Manesar, Gurugram, Haryana-122050.
  • Mode: Physical meeting with a facility to attend through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) provided by NSDL.
  • Quorum: Participation through VC/OAVM will be counted for quorum under Section 103 of the Act.

Shareholder Information & Procedures

  • E-Voting: Remote e-voting is mandatory for all resolutions. Detailed instructions for shareholders holding shares in demat and physical form are provided, including login methods for NSDL and CDSL.
  • Dividend Taxation: Dividend income is taxable in the hands of shareholders, and TDS will be deducted as per Income Tax Act provisions. No TDS if dividend is below ₹10,000 for resident individuals.
  • Unclaimed Dividend: Unpaid dividends for FY 2017-18 (Final) and 2018-19 (Interim) have been transferred to the Investor Education and Protection Fund (IEPF).
  • Dematerialization: Members are strongly encouraged to hold shares in dematerialized form for ease of transaction and to comply with SEBI mandates.
  • KYC Compliance: Shareholders, especially those in physical form, must update PAN, KYC details, nomination, bank account details, and specimen signatures with the RTA.

Director Details (From Explanatory Statement Annexure)

  • Mr. Rajiv Batra (Independent Director): 70 years old. Appointed on 02/11/2021. Proposed second term until 01/11/2031. Holds no shares in the company. Serves on the boards of 8 other companies, including Uno Minda Ltd. and UFO Moviez India Ltd. Attended all 6 board meetings in FY 2025-26.
  • Mr. Bidadi Anjani Kumar (Non-Executive Non-Independent Director): 74 years old. Appointed on 03/11/2015. Will turn 75 on 25/03/2027. Holds no shares in the company. Serves on the boards of 3 other companies. Attended all 6 board meetings in FY 2025-26.
  • Mr. Kawal Jain (Director retiring by rotation): Holds 1100 equity shares in the company. Attended all 6 board meetings in FY 2025-26.

Notes and Additional Disclosures

The notice includes extensive notes on proxy appointment, e-voting procedures, dividend payment details, IEPF transfers, and compliance with KYC and dematerialization norms as mandated by SEBI and MCA.