AGM Details

  • Date: Wednesday, 9th September 2026
  • Time: 4:00 PM Indian Standard Time (IST)
  • Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM) without physical presence
  • Deemed Venue: Registered Office of the Company

Ordinary Business Items

1. Adoption of Financial Statements

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

  • Statement of Profit and Loss (including Other Comprehensive Income)
  • Statement of Cash Flows
  • Statements of changes in equity
  • Balance Sheet as at 31st March 2026
  • Reports of Board of Directors and Auditors

2. Dividend Declaration

To declare final dividend of ₹5 per equity share (50% of face value ₹10) for financial year ended 31st March 2026.

  • Record Date: Wednesday, 2nd September 2026
  • Payment: Within 30 days from shareholder approval
  • Register of Members closure: 3rd September 2026 to 9th September 2026 (both days inclusive)

3. Director Re-appointment

To appoint director in place of Sri. M. Malmarugan (DIN: 09610329) who retires by rotation and offers himself for re-appointment.

4. Statutory Auditors Re-appointment

To re-appoint M/s. VKS Aiyer & Co. (Firm Registration No. 000066S), Chartered Accountants, Coimbatore as Statutory Auditors for second term of 5 consecutive years.

  • Term: From conclusion of 36th AGM till conclusion of 41st AGM in financial year 2031
  • Remuneration: ₹15,00,000 per annum exclusive of taxes and out-of-pocket expenses for FY 2026-27
  • Subsequent years' fees to be decided by Board based on Audit Committee recommendations

Special Business Items

5. Material Related Party Transaction

To approve material related party transactions with M/s. Samrajyaa Precision Machining Private Limited (SPMPL) for amount not exceeding ₹3,000 Lakhs.

Transaction Details:

  • Related Party: Samrajyaa Precision Machining Private Limited (SPMPL)
  • Relationship: SPMPL is Private Company in which relatives of Sri. N. Krishnasamaraj, Sri. J. Vijayakumar and Sri. Ajeya Vel Narayanaswamy are members & Directors
  • SPMPL acquired Unit-1 of M/s. Samrajyaa and Company via Slump Sale Agreement effective 1st April 2026
  • Previous approval: Shareholders approved ₹3,000 Lakhs transactions with M/s. Samrajyaa and Company at 35th AGM
  • FY 2025-26 actual: ₹2,028.70 Lakhs with M/s. Samrajyaa and Company, of which ₹1,848 Lakhs with Unit-1
  • Current FY transactions till 28th May 2026: ₹140.30 Lakhs machining charges + ₹3.86 Lakhs lease rent
  • Value as percentage of consolidated turnover: 15.30%
  • Tenure: From 36th AGM conclusion till 37th AGM conclusion in 2027
  • Estimated break-up: FY 2026-27 - ₹3,000 Lakhs, FY 2027-28 - ₹3,500 Lakhs (fungible between years)
  • Basis: Arm's length basis, comparative prices obtained
  • Justification: SPMPL has in-house precision machining capabilities providing operational efficiency, quality assurance, and better process control

6. Cost Auditors Remuneration Ratification

To ratify remuneration payable to M/s. SBK & Associates (Firm Registration No: 000342), Cost Accountants, Chennai appointed as Cost Auditors for FY 2026-27.

  • Remuneration: ₹1,70,000 plus applicable taxes and reimbursement of travelling and out-of-pocket expenses

7. Managing Director Re-appointment and Remuneration

To re-appoint Sri. N. Krishnasamaraj (DIN: 00048547) as Managing Director for further 5 years from 17th January 2027 to 16th January 2032.

Remuneration Details (for 3 years from 17th January 2027 to 16th January 2030):

  • Salary: ₹7,50,000 per month
  • Company's Contribution to Provident fund, Super annuation fund or annuity fund (non-taxable)
  • Gratuity: Not exceeding half month salary for each completed year of service
  • Encashment of leave at end of tenure
  • Perquisites: Car with driver, telephone at residence, club fees, medical reimbursement
  • Reimbursement of business expenses
  • Commission: 1% on net profits computed under Section 198
  • FY 2025-26 remuneration: ₹120.67 Lakhs + ₹2.00 Lakhs sitting fees
  • Special resolution required as director has attained age 70 years on 26th March 2025

8. Executive Director Re-appointment and Remuneration

To re-appoint Sri. M. Malmarugan (DIN: 09610329) as Whole-time Director designated as Executive Director - Operations for 5 years from 30th May 2027 to 29th May 2032.

Remuneration Details (for 3 years from 30th May 2027 to 29th May 2030):

  • Salary: ₹5,40,000 per month
  • Company's contribution to Provident Fund as per company rules
  • Gratuity: Not exceeding half month salary for each completed year of service
  • Encashment of leave at end of tenure
  • Medical benefits at par with other employees
  • Perquisites: Company car with driver for business use, telephone facility at residence
  • Reimbursement of business expenses
  • Eligible for Performance Linked Bonus
  • FY 2025-26 remuneration: ₹114.40 Lakhs + ₹1.50 Lakhs sitting fees

9. Continuation of Non-Executive Director

To approve continuation of Sri. J. Vijayakumar (DIN: 00002530) as Non-Executive Director upon attaining age 75 years on 9th December 2026.

  • FY 2025-26 sitting fees: ₹2.95 Lakhs
  • Shareholding: 10,100 equity shares

Financial Performance Highlights (₹ in Lakhs)

| Details | 2026 | 2025 | 2024 | 2023 | 2022 |

| Total Income | 19,833.63 | 17,817.49 | 14,529.36 | 16,793.63 | 13,747.47 |

| Net Profit Before Tax | 2,517.84 | 3,104.46 | 2,040.61 | 2,311.75 | 1,034.90 |

| Dividend Paid | 211.61* | 253.93 | 211.61 | 126.96 | 105.80 |

| Dividend Rate (%) | 50* | 60 | 50 | 30 | 25 |

*proposed

Voting Arrangements

  • Remote e-voting period: 6th September 2026 (9:00 AM) to 8th September 2026 (5:00 PM)
  • Cut-off date: 2nd September 2026
  • Scrutinizer: Mr. M. D. Selvaraj, Managing Partner of MDS & Associates LLP, Company Secretaries
  • Results declaration: Within 2 working days of AGM conclusion
  • Results to be placed on company website and BSE website

Interest Disclosures

  • For Item 5: Sri. N. Krishnasamaraj, Sri. Ajeya Vel Narayanaswamy, Sri. J. Vijayakumar and their relatives are interested
  • For Item 7: Sri. N. Krishnasamaraj and Sri. Ajeya Vel Narayanaswamy (son) and their relatives are interested
  • For Item 8: Sri. M. Malmarugan is interested
  • For Item 9: Sri. J. Vijayakumar is interested