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

Lambodhara Textiles Limited

Meeting Details

The 32nd Annual General Meeting was held on Tuesday, 29th September 2026 at 11:00 AM (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The meeting was conducted in accordance with Sections 108 & 109 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, and relevant MCA circulars.

Proposed Resolutions and Implications

The AGM considered nine resolutions covering ordinary and special business:

Ordinary Resolutions:

1. Adoption of audited financial statements for FY ended 31st March 2026 with Board and Auditor reports

2. Declaration of dividend for financial year ended 31st March 2026

3. Re-appointment of Mr. Baba Chandrasekhar Ramakrishnan (DIN: 00125662) as director retiring by rotation

4. Ratification of payment of remuneration to M/s. C.S. Hanumantha Rao & Co., Cost Auditors for FY 2026-27

5. Approval for material related party transactions with M/s. Strike Right Integrated Services Limited

9. Appointment of M/s. SSMN & Associates LLP as Secretarial Auditors to fill casual vacancy until 2027 AGM

Special Resolutions:

6. Re-appointment of Mrs. Bosco Giulia (DIN: 01898020) as Whole-time Director with remuneration approval

7. Re-appointment of Mr. Narayanasamy Balu (DIN: 03173046) as Whole-time Director with remuneration approval

8. Re-appointment of Mr. Nishanth Balu (DIN: 08418408) as Whole-time Director with remuneration approval

Voting Process and Methods

The company provided two voting methods:

1. Remote e-voting through CDSL platform from 26th September 2026 (9:00 AM) to 28th September 2026 (5:00 PM)

2. E-voting facility during the AGM for shareholders who hadn't voted remotely

The cut-off date for determining voting eligibility was 22nd September 2026. No proxy voting was allowed as the meeting was conducted virtually.

Key Voting Outcomes

Resolution 1 - Adoption of Financial Statements

  • Total valid votes: 76,10,401 shares (100%)
  • Votes in favor: 76,10,401 shares (100%)
  • Votes against: 4 shares (negligible)
  • Passed as Ordinary Resolution

Resolution 2 - Dividend Declaration

  • Total valid votes: 76,10,401 shares (100%)
  • Votes in favor: 76,10,401 shares (100%)
  • Votes against: 4 shares (negligible)
  • Passed as Ordinary Resolution

Resolution 3 - Director Re-appointment (Baba Chandrasekhar Ramakrishnan)

  • Total valid votes: 76,10,405 shares
  • Votes in favor: 75,93,925 shares (99.78%)
  • Votes against: 16,480 shares (0.22%)
  • Passed as Ordinary Resolution

Resolution 4 - Cost Auditor Remuneration Ratification

  • Total valid votes: 76,10,401 shares (100%)
  • Votes in favor: 76,10,401 shares (100%)
  • Votes against: 4 shares (negligible)
  • Passed as Ordinary Resolution

Resolution 5 - Related Party Transactions

  • Total valid votes: 17,122 shares
  • Votes in favor: 17,118 shares (99.98%)
  • Votes against: 4 shares (0.02%)
  • Note: Two promoter shareholders holding 75,93,283 equity shares abstained from voting
  • Passed as Ordinary Resolution

Resolution 6 - Whole-time Director Re-appointment (Bosco Giulia)

  • Total valid votes: 76,10,401 shares (100%)
  • Votes in favor: 76,10,401 shares (100%)
  • Votes against: 4 shares (negligible)
  • Passed as Special Resolution

Resolution 7 - Whole-time Director Re-appointment (Narayanasamy Balu)

  • Total valid votes: 76,10,401 shares (100%)
  • Votes in favor: 76,10,401 shares (100%)
  • Votes against: 4 shares (negligible)
  • Passed as Special Resolution

Resolution 8 - Whole-time Director Re-appointment (Nishanth Balu)

  • Total valid votes: 76,10,405 shares
  • Votes in favor: 75,93,925 shares (99.78%)
  • Votes against: 16,480 shares (0.22%)
  • Passed as Special Resolution

Resolution 9 - Secretarial Auditor Appointment

  • Total valid votes: 76,10,401 shares (100%)
  • Votes in favor: 76,10,401 shares (100%)
  • Votes against: 4 shares (negligible)
  • Passed as Ordinary Resolution

Scrutinizer's Role and Findings

Ms. Monika Nagaraj, FCS, Designated Partner of M/s. SSMN & Associates LLP, was appointed as Scrutinizer to conduct the voting process fairly and transparently. The scrutinizer unblocked the votes on 29th September 2026 at 11:34 AM in the presence of two witnesses (Mr. S. Sarathraj and Ms. Shivani J) who were not company employees.

The scrutinizer verified that:

  • The remote e-voting period ran from 26th to 28th September 2026
  • E-voting at the AGM was available during the meeting and extended for 15 minutes after conclusion
  • All votes were cast electronically through CDSL platform
  • No invalid votes were recorded for any resolution
  • All resolutions passed with requisite majority

Compliance Confirmation

The company confirmed compliance with Sections 108 & 109 of Companies Act, 2013, Rule 20 of Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI LODR Regulations, 2015, and relevant MCA circulars.