Key Dates and Procedures

  • AGM Date: Monday, September 28, 2026 at 02:30 P.M. IST
  • Meeting Format: Conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM) in compliance with MCA and SEBI circulars
  • Book Closure: Register of Members and Share Transfer Books will remain closed from Tuesday, September 22, 2026 to Monday, September 28, 2026 (both days inclusive)
  • Cut-off Date: Monday, September 21, 2026 (End of day) for determining eligibility to vote
  • E-Voting Provider: Central Depository Services (India) Limited (CDSL)
  • Remote E-Voting Period: From 09:00 A.M. on Friday, September 25, 2026 to 05:00 P.M. on Sunday, September 27, 2026
  • Scrutinizer: Sh. Madan Gopal Jindal, Proprietor of M/s. M. G. Jindal & Associates, Practicing Company Secretaries

Ordinary Business Agenda

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2026 together with Reports of Directors and Auditors

2. To appoint a Director in place of Sh. Kamal Oswal (DIN: 00493213) who retires by rotation and offers himself for re-appointment

Special Business Agenda

Item 3: Appointment of M/s K R Aggarwal & Associates as Statutory Auditors (Ordinary Resolution)

  • To fill casual vacancy caused by resignation of M/s V. V. Bhalla & Co., effective August 10, 2026
  • Proposed tenure: From August 10, 2026 until conclusion of 42nd AGM
  • Remuneration: To be determined by Audit Committee and approved by Board

Item 4: Appointment of M/s K R Aggarwal & Associates as Statutory Auditors (Ordinary Resolution)

  • Proposed tenure: From conclusion of 42nd AGM till conclusion of 47th AGM in 2031 (5 years)
  • Audit fees: ₹15,000 per annum plus applicable taxes and out-of-pocket expenses for FY 2026-27
  • Firm registration: 030088N, confirmed peer review compliance with ICAI

Item 5: Re-appointment of Dr. Roshan Lal Behl as Independent Director (Special Resolution)

  • DIN: 06443747
  • Second term of 5 consecutive years from August 12, 2026 to August 11, 2031
  • Current positions: Chairperson of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Share Transfer Committee and Risk Management Committee
  • Qualifications: MBA (Financial Management), Ph.D (Corporate Disclosure Practices)
  • Experience: 41+ years in teaching, former Principal of Sri Aurobindo College of Commerce and Management
  • Remuneration: Sitting fees only (₹25,000 for FY 2025-26)
  • Shareholding: None

Item 6: Re-appointment of Dr. Manisha Gupta as Independent Director (Special Resolution)

  • DIN: 06910242
  • Second term of 5 consecutive years from August 12, 2026 to August 11, 2031
  • Current positions: Member of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Share Transfer Committee and Risk Management Committee
  • Qualifications: B.Com, MBA (Finance), UGC, Ph.D
  • Experience: 25+ years in teaching and research, Director at Punjab Institute of Management and Technology
  • Remuneration: Sitting fees only
  • Shareholding: None

Item 7: Approval of Overall Borrowing Limits u/s 180(1)(c) (Special Resolution)

  • Seeking authorization to borrow money exceeding paid-up capital and free reserves
  • Maximum borrowing limit: ₹100 Crores (Rupees One Hundred Crores only)
  • Excludes temporary loans from bankers in ordinary course of business

Item 8: Creation of Mortgage/Charge on Assets u/s 180(1)(a) (Special Resolution)

  • Authorization to create charges/mortgages on company assets to secure borrowing
  • Security can be created in favor of banks, financial institutions, investors, debenture trustees
  • Aggregate secured indebtedness not to exceed limits approved under Section 180(1)(c)

Item 9: Approval for Investments, Loans, Guarantees u/s 186 (Special Resolution)

  • Authorization for investments, loans, guarantees, and providing securities
  • Aggregate limit: ₹30 Crores (Rupees Thirty Crores) at any point
  • May exceed 60% of paid-up capital and free reserves or 100% of free reserves, whichever is more

Item 10: Approval for Transactions u/s 185 (Special Resolution)

  • Authorization for loans/guarantees/security to entities where directors are interested
  • Aggregate limit: ₹30 Crores (Rupees Thirty Crores) at any point
  • May exceed 60% of paid-up capital and free reserves or 100% of free reserves, whichever is more

Financial Implications

  • Auditor remuneration: ₹15,000 per annum plus taxes and expenses
  • Borrowing authorization: ₹100 Crores maximum
  • Investment/loan/guarantee authorization: ₹30 Crores maximum
  • No quantified financial impact disclosed for director appointments

Voting and Participation Procedures

  • E-voting through CDSL platform for both remote and meeting-based voting
  • Physical shareholders must use folio number for login
  • Demat shareholders can vote through depository participants (CDSL/NSDL)
  • Meeting participation limited to 250 members on first-come basis (exceptions for large shareholders, promoters, institutional investors)
  • Results to be declared within 48 hours of AGM conclusion

Documents Available for Inspection

  • Register of Directors and Key Managerial Personnel
  • Register of contracts with director interests
  • Register of Members
  • Director appointment letters
  • Available electronically during working hours until AGM date