Meeting Details
The 21st AGM will be held on Wednesday, 16th September 2026 at 3:00 p.m. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The corporate office at Radiant Building, 4/3 Raju Nagar, First Street, Okkiyam Thoraipakkam, Old Mahabalipuram Road, Chennai – 600096 is deemed the venue.
Proposed Resolutions and Implications
Ordinary Business
1. Adoption of Financial Statements: To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements for the year ended 31st March 2026, along with reports of the Board of Directors and Auditors.
2. Declaration of Dividend: To declare a final dividend of ₹2.5 per equity share (250%) of face value ₹1 each for FY 2025-26, payable on or after 25th September 2026 to shareholders on the register as of 10th September 2026.
3. Re-appointment of Director: To re-appoint Mr. Alexander David (DIN: 08259288), who retires by rotation, as a Director liable to retire by rotation.
4. Re-appointment of Statutory Auditors: To re-appoint M/s. ASA & Associates LLP, Chartered Accountants, Chennai (Firm Registration No. 009571N/N500006) for a second term of five consecutive years from the conclusion of the 21st AGM until the 26th AGM in 2031, at a remuneration of ₹45 lakh per annum plus out-of-pocket expenses.
Special Business
5. Loans to Subsidiary: To authorize the Board to advance loans, including book debt, to Aceware Fintech Services Private Limited (a subsidiary) for an aggregate outstanding amount not exceeding ₹300 million (increased from ₹150 million), to be used solely for Aceware's principal business activities.
6. Modification of Related Party Transactions: To approve material modification of earlier approved related party transactions with Aceware Fintech by enhancing the aggregate monetary limit for loans, corporate guarantees, and other financing transactions from ₹473 million to ₹750 million for FY 2026-27. This includes:
- Loans outstanding limit: ₹300 million
- Corporate guarantees outstanding limit: ₹400 million
- Interest and commission: Estimated ₹50 million
Voting Process and Methods
The company provides remote e-voting facilities through NSDL. The schedule is:
- Commencement: Saturday, 12th September 2026 at 9:00 a.m. IST
- End: Tuesday, 15th September 2026 at 5:00 p.m. IST
- Cut-off date for voting entitlement: Thursday, 10th September 2026
Members can vote electronically via NSDL's platform using their demat account details or folio numbers. Physical attendance is dispensed with; members can join the AGM via VC/OAVM.
Key Voting Outcomes and Scrutinizer
Mr. S Sandeep (FCS 5853 / COP 5987), Managing Partner of M/s. S Sandeep and Associates, Chennai, Company Secretaries, is appointed as Scrutinizer to scrutinize the remote e-voting and e-voting process. The results will be declared within two working days post-AGM and published on the company's website and NSDL's site.
Compliance with Laws and Regulations
The notice confirms compliance with:
- Companies Act, 2013 (Sections 108, 112, 113, 124, 139, 141, 142, 170, 185, 189)
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations 23, 34, 36, 44)
- Companies (Management and Administration) Rules, 2014
- MCA Circulars (General Circular No. 14/2020, 17/2020, 20/2020, and latest 03/2025)
- SEBI Circulars regarding e-voting and AGM conduct
Additional Financial and Procedural Information
- Dividend tax will be deducted at source as per Finance Act, 2020. Shareholders must submit Form No. 12I for nil deduction or provide documents for treaty benefits by 11th September 2026.
- Unclaimed dividends for seven years will be transferred to the Investor Education and Protection Fund (IEPF).
- The annual report is sent electronically; hard copies are available on request.
- Members can inspect the Register of Directors, Key Managerial Personnel, and interested contracts electronically until the AGM date.
- The notice includes detailed instructions for remote e-voting, VC/OAVM attendance, and beneficiary registration for demat holdings.