Event Details

The 19th Annual General Meeting is scheduled to be held on Wednesday, July 22, 2026 at 11:00 A.M. (IST) through Video Conferencing (VC) facility/Other Audio-Visual Means (OAVM) in compliance with MCA General Circular No. 3/2025 dated September 22, 2025.

Ordinary Business Items

1. Adoption of Financial Statements

To receive, consider, approve and adopt the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2026, together with the Directors' Report and the Auditors' Reports thereon.

2. Re-appointment of Mr. T Shivaraman as Managing Director

  • DIN: 01312018
  • Age: 60 years
  • Qualification: Bachelor's degree in Chemical Engineering and Master's degree in Mechanical Engineering from IIT, Madras
  • Current term: Second term from March 30, 2025 to March 29, 2030
  • Remuneration: ₹120 lakhs per annum as approved by shareholders on June 28, 2024
  • Shares held: 3,64,870 shares as on March 31, 2026
  • Board meetings attended in FY 2025-26: 5 out of 5

3. Re-appointment of Mr. R Ganapathi as Director

  • DIN: 00103623
  • Age: 70 years
  • Qualification: Bachelors Degree in Technology from IIT, Madras
  • Appointment: Non-Independent and Non-Executive Director liable to retire by rotation
  • Remuneration: Sitting fees of ₹9.75 lakhs for FY 2025-26
  • Shares held: Nil as on March 31, 2026
  • Board meetings attended in FY 2025-26: 5 out of 5

Special Business Items

4. Approval of Material Related Party Transactions

Transaction Details with Beta Wind Farm (Amounts in ₹ lakhs):

  • Revenue from Operation and Maintenance Services: ₹3,000
  • Income from Fair Valuation of Corporate Guarantee/Shared service Income/Other Supplies/Services: ₹180
  • Liquidated Damages/Other Miscellaneous Supplies/Utilities/Shared service Expense/Others: ₹250
  • Interest Income: ₹50
  • Total Proposed Transactions: ₹3,480

Historical Transactions with Beta Wind Farm:

  • FY 2024-2025: ₹2,659 lakhs (Windmill O&M: ₹2,171, Guarantee income: ₹13, Shared services: ₹6, Loans: ₹469)
  • FY 2025-2026 (until approval sought): ₹2,330 lakhs

Financial Impact Assessment:

  • Value represents 13.21% of listed entity's annual consolidated turnover for preceding financial year
  • Value represents 19.89% of related party's annual consolidated turnover for preceding financial year
  • Beta Wind Farm FY 2024-2025 financials: Turnover ₹17,500 lakhs, PAT ₹583 lakhs, Net Worth (₹10,273) lakhs

Justification: Transactions are in ordinary course of business, at arm's length basis, and essential for company operations. Common directors/KMP: Mr. T Shivaraman, Mr. R Ganapathi, Ms. Chandra Ramesh, Mr. G Srinivasa Ramanujan.

5. Approval for Loans/Guarantees to Subsidiaries

Pursuant to Section 185 of Companies Act, 2013, approval is sought through special resolution for:

  • Giving loan(s) to Subsidiaries and Step Down Subsidiaries
  • Giving guarantee(s) for loans taken by Subsidiaries and Step Down Subsidiaries
  • Providing security(ies) for loans taken by Subsidiaries and Step Down Subsidiaries
  • Maximum limit: ₹1,000 Crores (Rupees Thousand Crores Only) outstanding at any point in time
  • Purpose: Principal business activities including expansion, working capital requirements
  • Source of funds: Internal resources/accruals and/or other appropriate sources

Record Date and Share Transfer Book Closure

The register of members and share transfer books will remain closed from Wednesday, July 15, 2026 to Wednesday, July 22, 2026 (both days inclusive) for the purpose of the 19th AGM.

E-Voting Details

  • Remote e-voting period: Sunday, July 19, 2026 (10:00 AM IST) to Tuesday, July 21, 2026 (05:00 PM IST)
  • Cut-off date for voting rights: Wednesday, July 15, 2026
  • Scrutinizer: Mr. M. Alagar (M.No: F7488; COP No.: 8196) of Alagar & Associates LLP
  • Results to be announced within stipulated time and placed on company website and stock exchanges

Other Information

  • The notice is being sent only through electronic mode to members with registered email addresses
  • Physical shareholders requested to convert to demat form as per SEBI mandate
  • Members must update PAN, email addresses, and other details with depository participants
  • Nomination facility available for members through submission of Form No. SH-13

Explanatory Statement

The explanatory statement provides detailed material facts pursuant to Section 102 of Companies Act, 2013 for all special business items, including comprehensive information about the related party transactions and justification for loans/guarantees to subsidiaries.