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

Meeting Details

  • Date: Wednesday, September 23, 2026
  • Time: 10.30 A.M. Indian Standard Time
  • Location: Conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Type: 34th Annual General Meeting
  • Deemed Venue: Registered Office of the Company

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2026, and the Reports of the Directors and Auditors thereon.

2. Declaration of Dividend: To declare dividend at the rate of ₹10.00 (100%) per equity share of ₹10 each fully paid-up for the financial year ended March 31, 2026, to be paid out of the profits of the Company.

3. Director Reappointment: To reappoint Mr. Sharat Chandra Kolla (DIN: 08851423) who retires by rotation and is eligible for reappointment. Mr. Kolla is a Graduate Mechanical Engineer with over 30 years of experience in manufacturing, quality, testing and people management, currently serving as CEO of Shirdi Sai Electricals Ltd.

Special Business:

4. Material Related Party Transaction Approval: Approval for contracts/arrangements/transactions with related parties during FY 2026-27 with Shirdi Sai Electricals Limited (Holding Company) with maximum values:

  • Sale of Goods: ₹100.00 crore
  • Purchase of Goods: ₹100.00 crore
  • Availing or rendering of services: ₹45.00 crore
  • Reimbursement of expenses: ₹5.00 crore

Total: ₹250 crore

5. Ratification of Cost Auditor Remuneration: Ratification of remuneration of ₹2,75,000 plus applicable taxes and reimbursement of out-of-pocket expenses to Mr. K Suryanarayanan, Cost Accountant (Registration No: 102347) for conducting cost audit for FY 2026-27.

6. Borrowing Limits Approval: Special Resolution to increase borrowing limits to ₹500 crore in excess of the aggregate of paid-up capital, free reserves and securities premium (apart from temporary loans from bankers).

7. Creation of Mortgage/Charge: Special Resolution for creation of charge/mortgage/pledge/hypothecation/security on movable and/or immovable properties of the Company to secure borrowings.

8. Employee Stock Option Plan 2026: Special Resolution for adoption of "Indo-Tech Transformers Limited Employee Stock Option Plan 2026" (ITTL ESOP 2026) for grant of stock options exercisable into not more than 200,000 equity shares (1.88% of paid-up equity shares as on March 31, 2026).

9. ESOP for Holding Company and Subsidiary Employees: Special Resolution to extend ESOP benefits to eligible employees of holding company and subsidiaries (if any).

Voting Process and Methods

The Company will provide remote e-voting facility and voting during the meeting through electronic voting system:

  • Remote e-Voting Period: Commences on Sunday, September 20, 2026 at 9:00 AM and ends on Tuesday, September 22, 2026 at 5:00 PM IST
  • Cut-off Date: Tuesday, September 15, 2026
  • Voting Methods:
  • Remote e-voting through NSDL/CDSL systems for demat shareholders
  • InstaVote facility for physical shareholders and non-individual shareholders
  • Electronic voting during AGM proceedings for those who haven't voted remotely
  • Scrutinizer: Mr. M G Kiran Varma, Practicing Company Secretary, Chennai appointed as Scrutinizer
  • Result Declaration: Scrutinizer will submit report within 48 hours of meeting conclusion, results to be communicated to stock exchanges and displayed on company website

Shareholder Participation Details

  • Register of Members Closure: September 17, 2026 to September 23, 2026 (both days inclusive)
  • Quorum: Members attending through VC/OAVM shall be counted for quorum under Section 103 of Companies Act, 2013
  • Proxy Facility: Not available for this AGM as per MCA Circular No. 14/2020
  • Institutional Shareholders: Required to send scanned copy of Board Resolution authorizing representative to attend AGM
  • Questions: Shareholders can submit questions in advance at investor@Indo-Tech.com at least 7 days before AGM
  • Speaker Registration: Shareholders wanting to speak must pre-register at least 7 days before AGM

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and relevant Rules
  • MCA General Circular No. 03/2025 dated September 22, 2025
  • SEBI Circular dated October 07, 2023
  • Secretarial Standard on General Meetings (SS-2)
  • Companies (Management and Administration) Rules, 2014

Additional Information

  • The AGM notice and annual report are being sent electronically to members with registered email addresses
  • Hard copies available on request
  • Documents available on company website (www.indo-tech.com), stock exchange websites, and Link Intime India Private Limited website
  • The company has engaged MUFG Intime India Pvt. Ltd. for e-voting facility
  • Members must update PAN details with Depository Participants/Company as mandated by SEBI