Annual General Meeting Details

The 64th Annual General Meeting (AGM) of the company is scheduled to be held on Wednesday, September 9, 2026, at 09:15 AM (IST) through video conferencing (VC) / other audio visual means (OAVM) without the physical presence of members. The deemed venue is the Registered Office at 75/8, Benares Cape Road, Gangaikondan-627352, Tirunelveli, Tamil Nadu.

Agenda Items

Ordinary Business

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

2. To declare a dividend of ₹1 (One Rupee) per equity share for the financial year ended March 31, 2026.

3. To appoint a director in place of Mr. Sharath Jagannathan (DIN: 07298941), who retires by rotation and is eligible for re-appointment.

Special Business

4. Re-appointment of Mr. Sharath Jagannathan as Chairman and Managing Director: To consider and approve via Special Resolution the re-appointment of Mr. Sharath Jagannathan (DIN: 07298941) as Chairman and Managing Director for a further period of 3 years with effect from January 25, 2027, on the following remuneration terms:

  • Salary: A total remuneration of ₹215.16 Lakhs per annum, effective January 25, 2027, with an annual increment of 12%.
  • Overall Ceiling: The aggregate annual remuneration from this company and Cape Flour Mills Private Limited (CIN: U51101TN1992PTC045579) shall not exceed ₹360 lakhs per annum in any financial year, as per Schedule V of the Companies Act, 2013.
  • Perquisites: Provident fund (company's contribution, to the extent not taxable), gratuity (not exceeding half a month's salary per completed year), and leave encashment at the end of the tenure. These perquisites are excluded from the remuneration ceiling computation.
  • Commission: Payable at the discretion of the Board, subject to limits under Sections 197 and 198 of the Companies Act, 2013.
  • Minimum Remuneration: In the event of loss or inadequacy of profits, the above remuneration shall be payable as minimum remuneration in accordance with Schedule V.

He shall not be entitled to sitting fees for Board or Committee meetings.

5. Ratification of Cost Auditor Remuneration: To consider and approve via Ordinary Resolution the ratification of the remuneration payable to M/s. P. Mohankumar & Co. (FRN: 100490), Cost Accountants, appointed as Cost Auditor for the audit of the cost records of the Engineering Division for FY 2026-27. The remuneration is ₹95,000 (Rupees Ninety Five Thousand) plus applicable taxes and out-of-pocket expenses.

Financial Performance Context (For MD Reappointment)

The justification for the proposed remuneration includes the company's financial performance for FY 2025-26 and FY 2024-25:

| Particulars | FY 2025-26 (₹ in lakhs) | FY 2024-25 (₹ in lakhs) |

| Turnover (net) | 41,086.03 | 42,658.78 |

| Profit/(Loss) before tax | 1,015.55 | 154.35 |

| Profit/(Loss) after tax | 809.46 | 115.17 |

| Paid-up Capital | 904.15 | 904.15 |

| Reserves & Surplus | 6,551.99 | 5,779.17 |

| Basic Earnings per Share (EPS) | 8.95 | 1.27 |

The company states that profits as calculated under Section 198 of the Companies Act, 2013 are inadequate for paying the proposed remuneration within the normal limits of Section 197, necessitating the special resolution.

Director Details (Mr. Sharath Jagannathan)

  • DIN: 07298941
  • Age: 34 years (Date of Birth: April 22, 1992)
  • Current Tenure: Appointed MD from January 25, 2021; designated Chairman & MD from May 29, 2025; current term expires January 24, 2027.
  • Remuneration Drawn (FY 2025-26): ₹103.48 lakhs.
  • Shareholding: 21,47,129 equity shares (23.75%).
  • Qualifications: Bachelor of Science in Business Administration from Bryant University, USA.
  • Experience: Over 10 years in food and engineering industry, marketing, and business administration.
  • Board Meetings Attended (FY 2025-26): 5 out of 5.

Record Date and Dividend Payment

  • The Register of Members and Share Transfer Books will be closed from September 3, 2026, to September 9, 2026 (both days inclusive).
  • The Record Date for determining members eligible for the dividend, if declared, is Wednesday, September 2, 2026.
  • Dividend will be paid within 30 days from the date of declaration via electronic mode only, as mandated.
  • Members must ensure their bank details, PAN, and contact information are updated with their Depository Participant (for demat holdings) or the Registrar and Share Transfer Agent (for physical holdings).

Voting Information

  • Remote e-Voting Period: Begins on Sunday, September 6, 2026, at 09:00 AM IST and ends on Tuesday, September 8, 2026, at 05:00 PM IST.
  • Cut-off Date for Voting Rights: Wednesday, September 2, 2026.
  • Scrutinizer: Mr. M.D Selvaraj, FCS, Managing Partner of M/s. MDS & Associates LLP, Company Secretaries, has been appointed to scrutinize the voting process.
  • Detailed instructions for remote e-voting and voting during the meeting are provided for shareholders holding shares in physical and dematerialized form.

Other Key Information

  • The company has two main divisions: Food (manufacturing wheat flour products) and Engineering (manufacturing casting components).
  • The notice and annual report are being sent electronically. Physical copies are not being dispatched.
  • Members are encouraged to hold shares in dematerialized form.
  • Mr. S. Piramuthu is the Company Secretary, Compliance Officer, and Nodal Officer (IEPF).
  • The Statutory Auditor is M/s Marimuthu & Associates, Chartered Accountants.