Meeting Details

The 32nd Annual General Meeting was held on Wednesday, September 23, 2026, at 11:00 AM (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM).

Summary of Proposed Resolutions and Implications

Nine resolutions were proposed and approved at the meeting:

Item No. 1: Adoption of the audited financial statements of the company for the financial year ended 31st March 2026, together with the reports of the Board of Directors and the Auditors thereon (Ordinary Resolution)

Item No. 2: Confirmation of the Final Dividend of ₹0.60 each for the financial year ended 31st March 2026 (Ordinary Resolution)

Item No. 3: Re-appointment of Sri. Raghav Agarwal (DIN: 06981526) as a Director on retirement by rotation (Ordinary Resolution)

Item No. 4: Ratification of the remuneration payable to Sri. B. Venkateswar (M.No. 27622), Cost Auditor of the Company for the financial year 2026-2027 (Ordinary Resolution)

Item No. 5: Change in Designation and Appointment of Mr. Manoj Kumar Jhajharia (DIN: 00003076) as Managing Director of the Company (Special Resolution)

Item No. 6: Change in designation of Mr. Shyam Lal Agarwala from Chairman and Managing Director to Executive Chairman (Non-Independent) of the Company and approval of the remuneration payable to him (Special Resolution)

Item No. 7: Approval of the Remuneration of Mr. Raghav Agarwal, Director (DIN: 06981526) of the Company (Special Resolution)

Item No. 8: Approval of the Appointment of Mr. Ramasamy M Shanmugam (DIN: 11880982), as an Independent Director (Non-Executive) of the Company to hold office for first term of two consecutive years (Special Resolution)

Item No. 9: Approval for entering into transactions with Shristi Cotspinn Private Limited, a related party of the Company (Ordinary Resolution)

Voting Process and Methods

Remote electronic voting was conducted through Central Depository Services (India) Limited (CDSL) as the Service Provider. The remote e-voting period opened on Sunday, September 20, 2026 at 9:00 AM and closed on Tuesday, September 22, 2026 at 5:00 PM. Members present at the AGM through VC/OAVM facility who had not cast votes through remote e-voting were allowed to vote through e-voting facility during the meeting.

Key Voting Outcomes

Resolution-wise Voting Results:

Item 1 - Adoption of Financial Statements:

  • Total valid votes cast: 2,794,030
  • Votes in favor: 2,794,023 (99.99%)
  • Votes against: 7 (0.01%)
  • Resolution passed as Ordinary Resolution

Item 2 - Final Dividend:

  • Total valid votes cast: 3,112,996
  • Votes in favor: 3,112,989 (99.99%)
  • Votes against: 7 (0.01%)
  • Resolution passed as Ordinary Resolution

Item 3 - Re-appointment of Raghav Agarwal:

  • Total valid votes cast: 1,182,612
  • Votes in favor: 1,182,604 (96.71%)
  • Votes against: 8 (3.29%)
  • Resolution passed as Ordinary Resolution

Item 4 - Cost Auditor Remuneration:

  • Total valid votes cast: 3,112,996
  • Votes in favor: 3,112,989 (99.99%)
  • Votes against: 7 (0.01%)
  • Resolution passed as Ordinary Resolution

Item 5 - Appointment of Manoj Kumar Jhajharia as MD:

  • Total valid votes cast: 266,772
  • Votes in favor: 266,765 (99.99%)
  • Votes against: 7 (0.01%)
  • Resolution passed as Special Resolution

Item 6 - Designation Change of Shyam Lal Agarwala:

  • Total valid votes cast: 148,684
  • Votes in favor: 148,677 (99.99%)
  • Votes against: 7 (0.01%)
  • Resolution passed as Special Resolution

Item 7 - Remuneration of Raghav Agarwal:

  • Total valid votes cast: 608,176
  • Votes in favor: 608,169 (96.71%)
  • Votes against: 7 (3.29%)
  • Resolution passed as Special Resolution

Item 8 - Appointment of Ramasamy M Shanmugam as Independent Director:

  • Total valid votes cast: 3,112,996
  • Votes in favor: 3,112,989 (99.99%)
  • Votes against: 7 (0.01%)
  • Resolution passed as Special Resolution

Item 9 - Related Party Transactions with Shristi Cotspinn:

  • Total valid votes cast: 30,150
  • Votes in favor: 30,143 (99.99%)
  • Votes against: 7 (0.01%)
  • Resolution passed as Ordinary Resolution

Scrutinizer's Role and Findings

B. Krishnamoorthi, B.Sc., FCA, Practicing Chartered Accountant, Coimbatore was appointed as Scrutinizer to scrutinize the e-voting process. The scrutinizer unblocked the votes on September 23, 2026 around 12:22 PM in the presence of two witnesses (Mrs. Divya Sukumar and Mrs. V. Visalakshi, who are not employees of the Company).

The scrutinizer confirmed that votes cast by related parties were not considered for resolutions 5, 6, 7, and 9. All resolutions were declared passed with requisite majority as specified under the Companies Act, 2013.

Compliance with Laws and Regulations

The disclosure confirms compliance with Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration) Amendment Rules, 2015, as well as Regulation 30 & 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.