AGM Details

The 44th Annual General Meeting will be held on Thursday, September 24, 2026 at 11:00 am (IST) through video conferencing/Other Audio-Visual Means facility.

The Register of Members and Share Transfer Books will remain closed from Friday, September 18, 2026 to Thursday, September 24, 2026 (both days inclusive) for determining members eligible for dividend and AGM voting rights.

Dividend Declaration

The Board has recommended a dividend of ₹4.00 per equity share (face value ₹2.00 each) for financial year 2025-26, subject to shareholder approval at the AGM.

The dividend will be paid to shareholders whose names appear as beneficial owners or in the Register of Members as of Thursday, September 17, 2026 (Record Date). Payment will be made on or before 30 days from declaration date, subject to TDS deduction.

Ordinary Business Items

1. Adoption of Audited Standalone and Consolidated Financial Statements for FY ended March 31, 2026

2. Declaration of dividend of ₹4.00 per equity share

3. Re-appointment of Mr. Fatheraj Singhvi (DIN: 00233146) who retires by rotation

Special Business Items

Item 4: Ratification of Cost Auditor Remuneration

Ordinary resolution to ratify remuneration not exceeding ₹3,00,000 plus applicable taxes and expenses payable to M/s. Rao, Murthy and Associates, Bengaluru (Firm Registration No. 000065) for cost audit of FY 2026-27.

Item 5: Revision of Remuneration for Mr. Subramonia Sekhar Vasan

Special resolution to revise remuneration of Mr. S Sekhar Vasan (DIN: 00361245), Chairman & Managing Director, effective April 1, 2026 until July 7, 2030:

  • Salary: ₹4.00 - 8.00 Crore per annum
  • Commission: Not exceeding ₹4.00 Crore

For FY 2026-27: Salary ₹4.50 Crore + Commission ₹2.00 Crore = Total ₹6.50 Crore

Seeks approval under Regulation 17(6)(e) of SEBI Listing Regulations as aggregate remuneration to promoter executive directors may exceed 5% of net profits.

Item 6: Re-designation of Mr. Fatheraj Singhvi

Ordinary resolution to change designation from Joint Managing Director to Executive Vice Chairman effective August 24, 2026 until August 5, 2029. All other terms of reappointment approved on March 28, 2024 remain unchanged.

Item 7: Revision of Remuneration for Mr. Fatheraj Singhvi

Special resolution to revise remuneration of Mr. F R Singhvi (DIN: 00233146), Executive Vice Chairman, effective April 1, 2026 until August 5, 2029:

  • Salary: ₹4.00 - 8.00 Crore per annum
  • Commission: Not exceeding ₹4.00 Crore

For FY 2026-27: Salary ₹4.50 Crore + Commission ₹2.00 Crore = Total ₹6.50 Crore

Seeks approval under Regulation 17(6)(e) of SEBI Listing Regulations.

Item 8: Re-designation of Mr. Bindiganavile Raghunath Preetham

Ordinary resolution to change designation from Executive Director & Group CEO to Joint Managing Director & Group CEO effective August 24, 2026 until September 7, 2028. All other terms of appointment approved on September 8, 2023 remain unchanged.

Item 9: Revision of Remuneration for Mr. Bindiganavile Raghunath Preetham

Ordinary resolution to revise remuneration of Mr. B R Preetham (DIN: 03499506), Joint Managing Director & Group CEO, effective April 1, 2026 until September 7, 2028:

  • Salary: ₹4.00 - 8.00 Crore per annum
  • Commission: Not exceeding ₹4.00 Crore

For FY 2026-27: Salary ₹4.00 Crore + Commission ₹1.50 Crore = Total ₹5.50 Crore

Item 10: Appointment of Mr. Hari Krishnan as Executive Director

Ordinary resolution to appoint Mr. Hari Krishnan (DIN: 01566551) as Executive Director & CEO-Aerospace, Defence & Semiconductor (ADS) Division for 5 years from August 12, 2026 to August 11, 2031.

Remuneration terms:

  • Salary: ₹3.00 - 7.00 Crore per annum
  • Commission: Not exceeding ₹3.00 Crore

For remainder of FY 2026-27 (Aug 12, 2026 - Mar 31, 2027): Fixed salary ₹3.00 Crore + Commission up to ₹0.75 Crore

Previously held 50,000 ESOPs granted at ₹1,144.25 and ₹1,699.20 per option.

Item 11: Re-appointment of Mr. Samir Purushottam Inamdar

Special resolution to re-appoint Mr. Samir Purushottam Inamdar (DIN: 00481968) as Independent Director for second term of 5 years from May 23, 2027 to May 22, 2032.

Remuneration: Fixed commission not exceeding ₹30.00 Lacs per annum plus sitting fees and expense reimbursement.

Holds 657 equity shares as of March 31, 2026.

Voting Arrangements

Remote e-voting available from September 21, 2026 (9:00 am) to September 23, 2026 (5:00 pm) through MUFG Intime India Private Limited.

Scrutinizer: CS Pramod SM (FCS No.: 7834, COP No.: 13784) or CS Biswajit Ghosh (FC No.: 8750, COP No.: 8239) of M/s. BMP & Co., LLP.

Results to be declared by September 28, 2026.

Dividend Payment Details

Dividend will be paid through electronic mode only. Physical shareholders must provide KYC details including PAN, bank account details, and specimen signature to RTA.

TDS rates: 10% for residents with PAN, 20% without PAN. No TDS if dividend does not exceed ₹10,000. Non-resident shareholders must submit documents for appropriate withholding tax determination.

Compliance Officer

Rajesh Kumar Modi, Company Secretary and Compliance Officer