Meeting Details

  • Date: Monday, 28 September 2026
  • Time: 11:30 A.M.
  • Mode: Video Conferencing / Other Audio Visual Means
  • Cut-off Date: Monday, 21 September 2026 (for determining voting rights)

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the revised Audited Standalone and Consolidated Financial Statements for FY2025-2026 together with Reports of Board of Directors and Auditors

2. Dividend Declaration: To confirm payment of Interim Dividend of ₹11 per equity share and declare Final Dividend of ₹6 per equity share for FY2025-2026

3. Director Re-appointment: To appoint Mr. Subodh Agarwalla (DIN: 00339855) who retires by rotation

Special Business

4. Statutory Auditor Remuneration: Increase remuneration for M/s. Singhi & Co. as follows:

  • ₹1,00,000 for revised FY2025-2026 audit
  • ₹25,00,000 for FY2026-2027 statutory audit
  • ₹4,50,000 per quarter for limited review/audit of quarterly results
  • ₹2,75,000 for FY2026-2027 tax audit
  • ₹1,25,000 for certification services

5. Cost Auditor Ratification: Ratify remuneration of ₹60,000 plus taxes for M/s. S.K. Sahu & Associates for FY2026-2027 cost audit

6. MOA Alteration: Special Resolution to alter Objects Clause of Memorandum of Association:

  • Insert new sub-clause enabling investment activities in capital markets, money markets, financial instruments, mutual funds, derivatives, etc.
  • Modify sub-clause to enable various corporate restructuring options including amalgamation, merger, demerger, slump sale
  • Ensure company remains outside RBI's NBFC classification thresholds

7. AOA Alteration: Special Resolution to delete provisions relating to Common Seal from Articles of Association across multiple articles

8-12. Director Appointments/Re-appointments:

  • Re-appoint Mr. Naresh Kumar Jain (DIN: 00221519) as Independent Director for second term from 10 February 2027
  • Re-appoint Mr. Aayush Khetawat (DIN: 06968448) as Independent Director for second term from 14 August 2027
  • Re-appoint Mrs. Sonal Choubey (DIN: 10475331) as Independent Director for second term from 10 February 2027
  • Appoint Mr. Chandra Prakash Kakarania (DIN: 00203663) as Independent Director for term from 13 August 2026
  • Appoint Dr. Ridhi Agarwala (DIN: 11622124) as Independent Director for term from 13 August 2026

13. Designation Change: Special Resolution to change designation of Mr. Subhas Chandra Agarwalla from 'Chairman and Managing Director' to 'Executive Chairman' from 1 October 2026 until 31 March 2028 with unchanged remuneration

14. Designation Change: Special Resolution to change designation of Mr. Subodh Agarwalla from 'Whole-time Director and Chief Executive Officer' to 'Managing Director & Chief Executive Officer' from 1 October 2026 until 31 March 2029 with unchanged remuneration

15-16. Related Party Transactions: Ordinary Resolutions to approve material related party transactions with subsidiary Maithan Ferrous Private Limited:

  • Aggregate value not exceeding ₹800 crore during FY2026-2027
  • Aggregate value not exceeding ₹500 crore during April-September 2027
  • Transactions include purchase/sale of goods, trade advances, employee secondment, reimbursement of expenses, loans/advances/inter-corporate deposits, investments

Voting Process and Methods

  • Remote e-voting Period: 25 September 2026 (9:00 AM) to 27 September 2026 (5:00 PM) through CDSL platform
  • Meeting e-voting: Available during the AGM for members who haven't voted remotely
  • Scrutinizer: Mr. S.K. Patnaik of Patnaik & Patnaik, Company Secretaries appointed to scrutinize voting process
  • Result Declaration: Scrutinizer to submit report within 2 days of meeting conclusion, results to be posted on company website and CDSL platform

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Companies Act, 2013 and Rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA General Circular No. 03/2025 dated 22 September 2025 allowing VC meetings
  • Secretarial Standard on General Meetings
  • SEBI circulars regarding dividend payment through electronic mode

Additional Information

  • Record Date for Dividend: 21 September 2026
  • Dividend Payment Date: On or after 7 October 2026
  • Dividend Tax: 10% for residents with valid PAN, 20% for residents without PAN
  • Unclaimed Dividend: Amounts unclaimed for 7 years transferred to IEPF
  • Physical Share Transfer: Special window available till 4 February 2027 for transfers rejected earlier
  • Online Dispute Resolution: Available through https://smartodr.in/login

Documents Available for Inspection

  • Altered Memorandum and Articles of Association
  • Director appointment letters and notices
  • Related party transaction documents
  • Register of Directors and KMP shareholding
  • Register of contracts with interested directors

All documents available at Registered Office: Ideal Centre, 4th Floor, 9 AJC Bose Road, Kolkata - 700 017 from 11:00 AM to 5:00 PM on working days until meeting date.