Key Decisions and Approvals

1. Stock Split Approval

The Board approved the sub-division/stock split of the company's existing equity shares:

  • Split Ratio: 1 (one) Equity Share of face value ₹10 each into 2 (two) Equity Shares of face value ₹5 each
  • Rationale: To facilitate wider investor participation and improve liquidity and accessibility of the company's equity shares
  • Approval Status: Subject to approval of members at the ensuing 44th Annual General Meeting and other required consents

2. Director Appointment

The Board appointed Mr. K. N. Mahesh Kumar (DIN: 00176969) as an Independent Director:

  • Term: Five consecutive years from September 28, 2026 to September 27, 2031
  • Status: Not liable to retire by rotation
  • Approval Requirement: Subject to shareholder approval at the 44th Annual General Meeting
  • Qualifications: B.Com graduate, Qualified Cost Accountant (ICMAI), MBA in Finance
  • Experience: Over 50 years of professional experience in finance, taxation, legal, and corporate governance, including 30+ years with RPG group and RPSG group, former CFO of Spencer & Company Limited
  • Independence: Not related to any Director of the Company and satisfies independence criteria under Companies Act, 2013 and SEBI Listing Regulations

3. Annual General Meeting

The Board ratified the notice convening the 44th Annual General Meeting:

  • Date: Monday, September 28, 2026
  • Time: 12:00 noon
  • Update: Inclusion of two additional items of Special Business in the notice

Capital Structure Impact

Pre and Post Sub-division Share Capital

| Share Capital Type | Pre Sub-division | | Post Sub-division | |

|---------------------|------------------|-|-------------------|-|

| | No. of Shares | Amount (₹) | No. of Shares | Amount (₹) |

| Authorized | 1,50,00,000 | 15,00,00,000 | 3,00,00,000 | 15,00,00,000 |

| Issued, Subscribed and Paid-up Equity Share Capital | 1,12,50,000 | 11,25,00,000 | 2,25,00,000 | 11,25,00,000 |

Additional Details

  • Class of shares subdivided: Equity Shares
  • Expected completion: Within prescribed timelines, subject to member and board approval
  • Shareholder impact: Not applicable for shareholders not receiving shares in consolidation