Company and Document Details

Key Dates and Logistics

  • AGM Date: 24th July 2026
  • AGM Time: 2:45 PM IST
  • Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Record Date: 17th July 2026 (for determining shareholders eligible to vote)
  • Remote E-voting Period: 21st July 2026 (9:00 AM) to 23rd July 2026 (5:00 PM)
  • Register Closure: 18th July 2026 to 24th July 2026 (both days inclusive)
  • Dividend Payment: If declared, within 30 days from date of declaration to shareholders on register as of 17th July 2026

Ordinary Business Items

1. Adoption of Financial Statements

To receive, consider and adopt the standalone and consolidated Annual Financial Statements for the financial year ended 31st March 2026, including:

  • Statement of Profit and Loss (including Other Comprehensive Income)
  • Statement of Cash Flow
  • Statement of Changes in Equity
  • Balance Sheet as at 31st March 2026
  • Reports of Board of Directors and Auditors

2. Dividend Declaration

To declare a dividend (amount not specified in the notice).

3. Director Re-appointment

To appoint Sri M Sankar (DIN: 10362673) as Director who retires by rotation and being eligible, offers himself for re-appointment.

4. Statutory Auditor Appointment

To appoint M/s Brahmayya & Co., Chartered Accountants, Chennai (Firm Registration No. 000511S) as Statutory Auditors for the first term of 5 consecutive financial years commencing from 2026-27, replacing M/s S Krishnamoorthy & Co.

  • Remuneration: ₹30,00,000 per annum (excluding applicable taxes and reimbursement of out-of-pocket expenses)
  • Signing Partners: Sri P Babu and/or Sri L Ravi Sankar
  • Tenure: From conclusion of 63rd AGM till conclusion of 68th AGM (2026-27 to 2030-31)

Special Business Items

5. Re-appointment of Managing Director

Special Resolution to re-appoint Sri Sanjay Jayavarthanavelu (DIN: 00004505) as Managing Director for 5 years commencing from 1st April 2027.

Remuneration Terms (for first 3 years):

  • Salary: ₹16,00,000 per month
  • Commission: 4% on Net Profits of the Company, payable annually
  • Perquisites: Interchangeable perquisites including furnished accommodation (or 50% salary as HRA), gas, electricity, water, furnishings, medical reimbursement, LTA for self and family, club fees, medical insurance, etc., restricted to an amount equal to annual salary
  • Provident Fund: Company's contribution as per rules, to the extent not taxable
  • Gratuity: Not exceeding half month's salary for each completed year of service
  • Leave Encashment: Entitled at end of tenure, not included in remuneration ceiling
  • Company Car & Telephone: Provided for business use; personal use billed to MD
  • Sitting Fees: Not payable for Board/Committee meetings
  • Minimum Remuneration: Payable in event of loss or inadequacy of profits

6. Re-appointment of Whole-time Director

Special Resolution to re-appoint Sri M Sankar (DIN: 10362673) as Whole-time Director (designated as Director Operations) for 3 years commencing from 25th October 2026.

Remuneration Terms:

  • Salary: ₹1,50,00,000 per annum
  • Perquisites: Furnished accommodation (or 50% salary as HRA), medical reimbursement, club fees, medical insurance, etc., restricted to ₹43,60,000 per annum
  • Provident Fund: Company's contribution as per rules, to the extent not taxable
  • No LTA payable
  • Gratuity: Not exceeding half month's salary for each completed year of service subject to company policy maximum
  • Company Car & Telephone: Provided for business use; personal use billed to Director
  • Sitting Fees: Not payable for Board/Committee meetings
  • Minimum Remuneration: Payable in event of loss or inadequacy of profits
  • Continuation Beyond 70: Additional approval sought for continuation beyond 13th December 2027 when he attains 70 years

7. Re-appointment of Independent Director

Special Resolution to re-appoint Sri Aroon Raman (DIN: 00201205) as Independent Director for second term of 5 consecutive years with effect from 11th May 2027.

8. Appointment of Independent Director

Special Resolution to appoint Sri Narayanan Vellayan (DIN: 07774406) as Independent Director for first term of 5 consecutive years with effect from 25th July 2026.

9. Ratification of Cost Auditor Remuneration

Ordinary Resolution to ratify remuneration payable to Sri A N Raman (Membership No: 5359) as Cost Auditor for financial year 2026-27.

  • Remuneration: ₹7,00,000 per annum (excluding applicable taxes and reimbursement of out-of-pocket expenses)

10. Material Related Party Transactions

Ordinary Resolution to approve material related party transactions with Lakshmi Electrical Control Systems Limited (related party) for amount not exceeding ₹450 Crores.

Transaction Details:

  • Nature: Receiving services, purchase/sale of goods, rendering services, sale of asset
  • Tenure: From conclusion of 63rd AGM till conclusion of 64th AGM (approximately 13 months)
  • Estimated Break-up: FY 2026-27: ₹275 Crores, FY 2027-28: ₹175 Crores (fungible between years)
  • Previous Transactions (2025-26): Receiving Services: ₹2.10 Cr, Purchase of Goods: ₹162.76 Cr, Sale of Goods: ₹9.30 Cr
  • Basis of Pricing: Cost Plus Margin Method/Comparable Uncontrolled Price Method
  • Justification: Arms' length basis, normal course of business, business requirements

Financial Performance Context (as per Annexure)

  • Total Income (2025-26): ₹3,221.40 Crores (2024-25: ₹3,033.79 Crores)
  • Profit Before Tax (2025-26): ₹207.88 Crores (2024-25: ₹286.87 Crores)
  • Profit After Tax (2025-26): ₹153.92 Crores (2024-25: ₹238.24 Crores)
  • Paid-up Equity Capital: ₹10.68 Crores
  • Reserves and Surplus: ₹2,959.96 Crores (2024-25: ₹2,861.15 Crores)
  • Basic EPS (2025-26): ₹144.08 (2024-25: ₹223.01)

Voting Arrangements

  • Remote e-voting through NSDL system from 21st to 23rd July 2026
  • E-voting during AGM for those not voted remotely
  • Scrutiniser: Sri M D Selvaraj, Managing Partner of MDS & Associates LLP
  • Results to be placed on company website and forwarded to stock exchanges

Dividend Processing

  • Dividend payment only in electronic mode (no cheques/warrants)
  • Unclaimed dividends transferred to IEPF after 7 years
  • TDS applicable as per Income Tax Act, 2025

Additional Information

  • Explanatory statements provided for all special business items
  • Director profiles and disclosures included as required by Regulation 36 of SEBI LODR and Secretarial Standard 2
  • Related party transaction details provided as per SEBI Master Circular and Industry Standards