Meeting Details
The 45th Annual General Meeting will be held on Thursday, September 17, 2026, at 11:00 AM through Video Conferencing (VC)/Other Audio Visual Means (OAVM).
Ordinary Business
1. To receive, consider, and adopt the Audited Balance Sheet as at March 31, 2026, the Statement of Profit & Loss and Cash Flow Statement for the year ended March 31, 2026, together with Notes and Reports of Auditors and Directors.
2. To appoint a director in place of Mrs. Bagyalakshmi Thirumalai (DIN: 08186335) who retires by rotation and offers herself for re-appointment.
Special Business
Item 3: Alteration of Object Clause of Memorandum of Association
Proposed special resolution to alter the Object Clause by substituting existing Clause 3(a) and 3(b) with new clauses to enable business diversification into:
- Technology-enabled platforms, software applications, digital marketplaces, and advanced technologies
- Pharmaceutical, medicinal, therapeutic, and healthcare products
- Real estate properties and agricultural activities
- Renewable and clean energy projects
- Defense, aerospace, and strategic technologies
The revised objects include detailed ancillary matters necessary for furtherance of these main objects.
Item 4: Increase Borrowing Limits under Section 180(1)(c)
Proposed special resolution to authorize the Board to borrow money exceeding the aggregate of paid-up share capital, free reserves, and securities premium. The total borrowed amount outstanding at any time, together with subsidiaries/associates, shall not exceed ₹100 Crores (Rupees One Hundred Crores only).
Item 5: Creation of Mortgage/Charge under Section 180(1)(a)
Proposed special resolution to authorize the Board to sell, lease, or otherwise dispose of assets, including by way of mortgaging, hypothecating, pledging or creating charge on present and future movable/immovable properties to secure borrowings.
Item 6: Share Capital Consolidation
Proposed special resolution to consolidate the entire authorized, issued, subscribed, and paid-up capital by increasing face value from ₹2 to ₹10 per share. Every 5 existing equity shares of ₹2 each will be consolidated into 1 equity share of ₹10 each.
Capital Structure Impact:
- Authorized Share Capital: Pre-consolidation: 1,50,00,000 shares of ₹2 each (₹3,00,00,000); Post-consolidation: 30,00,000 shares of ₹10 each (₹3,00,00,000)
- Issued, Subscribed and Paid-up Share Capital: Pre-consolidation: 1,29,68,120 shares of ₹2 each (₹2,59,36,240); Post-consolidation: 25,93,624 shares of ₹10 each (₹2,59,36,240)
Fractional shares will be aggregated and sold by a trustee/escrow agent, with net proceeds distributed to shareholders.
Item 7: Alteration of Capital Clause (Clause V) of Memorandum
Proposed ordinary resolution to alter Clause V of Memorandum of Association to reflect the post-consolidation authorized share capital of ₹3,00,00,000 divided into 30,00,000 equity shares of ₹10 each.
Item 8: Raising Funds via Unsecured Loan with Conversion Option
Proposed special resolution to authorize raising funds through unsecured loans from M/s. Akhil Avenues Private Limited up to ₹10,00,00,000 (inclusive of already availed ₹2,00,00,000). The lender will have an option to convert the whole or part of the outstanding loan into equity shares at a price determined in accordance with applicable regulations.
Voting and Meeting Logistics
- Remote e-voting period: September 14, 2026 (9:00 AM) to September 16, 2026 (5:00 PM)
- Cut-off date for determining voting eligibility: September 10, 2026
- Register of Members and Share Transfer books will remain closed from September 11, 2026 to September 17, 2026
- Mr. Rajesh Kumar Agrawal appointed as Scrutinizer for the e-voting process
- Physical attendance dispensed with; meeting conducted via VC/OAVM only
Additional Information
The explanatory statement provides rationale for each resolution, emphasizing business diversification plans, funding requirements for operations and expansion, and the strategic rationale for share consolidation. None of the Directors or Key Managerial Personnel have any interest in the resolutions except to the extent of their shareholding.