Meeting Details

The 80th Annual General Meeting of Loyal Textile Mills Limited is scheduled to be held on Tuesday, September 22, 2026, at 10:45 A.M. (IST) through Video Conference (VC) / Other Audio-Visual Means (OAVM) without physical presence of members at a common venue, in compliance with MCA Circulars and SEBI Circular dated October 3, 2024.

Proposed Resolutions and Implications

Ordinary Business:

1. To receive, consider and adopt: a) The Audited standalone financial statements for FY ended March 31, 2026, with Reports of Board of Directors and Auditors; b) The Audited consolidated financial statements for FY ended March 31, 2026, with Report of Auditors

2. To appoint Mrs. Vishala Ramswami (DIN: 06967899) who retires by rotation and offers herself for re-appointment

Special Business:

3. Ratification of Remuneration to Cost Auditor: Ordinary Resolution to ratify remuneration of ₹1,00,000/- plus applicable taxes and reimbursement of out-of-pocket expenses to Mr. B. Venkateswar, Practicing Cost Accountant (Membership No. 27622) for conducting cost audit for FY 2026-27

4. Re-appointment of Mr. Muthu Elumalai Manivannan (DIN: 02229808) as Whole Time Director: Special Resolution for reappointment for another 5-year term effective from February 11, 2027, with remuneration including: Salary CTC of ₹5,80,615/- per month (includes NPS, Meal Coupon, Performance linked Variable Bonus, Car lease, HRA, Conveyance allowance, PF and gratuity); Car for business use; Gratuity not exceeding half month's salary for each completed year; Group Mediclaim Insurance; Leave entitlements as per company rules

5. Re-appointment of Mr. K. Kumaran (DIN: 00801146) as Independent Director: Special Resolution for second term of 5 years from October 10, 2026, to October 9, 2031. Mr. Kumaran is a graduate engineer with MBA from Duke University, experienced industrialist with over 40 years in production and waste management, currently holds directorships in 7 other companies including Earth Sense Properties Pvt Ltd and Nelsun Paper Mill Pvt Ltd

6. Appointment of Dr. Subrahmaniya Sivam Ramamurthy (DIN: 02393209) as Independent Director: Special Resolution for first term of 5 years from September 22, 2026, to September 21, 2031. Dr. Sivam is qualified CA, CMA, CS with Ph.D., with over four decades of experience in internal and management audits, costing models, ESG and BRSR reporting. Currently serves as director at High Energy Batteries (India) Limited

Voting Process and Methods

The company provides facility for remote e-Voting through National Securities Depository Limited (NSDL) as the authorized agency:

  • Remote e-Voting period: Begins Saturday, September 19, 2026, at 09:00 A.M. and ends Monday, September 21, 2026, at 05:00 P.M.
  • Cut-off date for determining voting rights: Tuesday, September 15, 2026
  • Voting rights proportional to shareholding as on cut-off date
  • Members can vote electronically through NSDL e-Voting system using various login methods including demat account credentials, EVEN number, or folio number
  • e-Voting also available on the day of AGM for members who haven't voted remotely

Key Voting Outcomes

Total votes cast and percentage breakdown will be determined after the voting process is completed. The document provides the framework for voting but does not contain actual voting results as this is a pre-meeting notice.

Scrutinizer's Role

Institutional shareholders are required to send scanned copies of Board Resolution/Authority letter with attested specimen signatures to the Scrutinizer by email to cshkrishnan@gmail.com with copy to evoting@nsdl.com. They can also upload these documents through the "Upload Board Resolution / Authority Letter" feature in their e-Voting login.

Compliance Confirmation

The AGM is convened through VC/OAVM in compliance with Companies Act, 2013, MCA Circulars, SEBI Circular dated October 3, 2024, Regulation 44 of SEBI LODR Regulations 2015, and Secretarial Standard on General Meetings (SS-2). The notice has been uploaded on company website (www.loyaltextiles.com), stock exchange websites (BSE and NSE), and NSDL website (www.evoting.nsdl.com).

Additional Information

  • The facility to appoint proxy is not available for this virtual AGM
  • Body Corporates can appoint authorized representatives to attend and vote
  • Attendance through VC/OAVM will be counted for quorum under Section 103 of Companies Act, 2013
  • VC/OAVM facility available for 1000 members on first-come-first-served basis, excluding large shareholders (2%+), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors
  • Members can submit questions in advance to investors@loyaltextiles.com
  • Members wishing to speak during AGM must register at least 7 days in advance