Shanmuga Hospital AGM Notice for 18 September 2026

Meeting Date & Time: Friday, 18th September 2026 at 02:30 PM (IST).
Mode: To be held through Video Conference (VC) / Other Audio Visual Means (OAVM).
Record Date: 11th September 2026 for determining members eligible to vote.
Voting Period (Remote e-Voting): From 15th September 2026 (9:00 AM) to 17th September 2026 (5:00 PM).
Venue: The Registered Office at 51/24, Saradha College Road, Salem—636 007, Tamil Nadu, is the deemed venue.
The Notice is available on the company's website and the BSE website.

ITEM No. 1: Adoption of Financial Statements

To receive, consider, and adopt the Audited Financial Statements for the financial year ended 31st March 2026, together with the reports of the Board of Directors and Auditors thereon.
Proposed as an Ordinary Resolution.

ITEM No. 2: Re-appointment of Director (Mrs. Panneerselvam Jayalakshmi)

Mrs. Panneerselvam Jayalakshmi (DIN: 10692764), an Executive Director, retires by rotation under Section 152(6) of the Companies Act, 2013 and, being eligible, offers herself for re-appointment.
Proposed as an Ordinary Resolution.
Director Details: Age 62, holds an M.A. (History), has 30+ years of experience, holds 24,30,000 equity shares, and attended 5 out of 5 board meetings in FY 2025-26. Her remuneration for FY 2025-26 was ₹18.69 lakh.

ITEM No. 3: Re-appointment of Director (Mr. Karuppiah Saravanan)

Mr. Karuppiah Saravanan (DIN: 10692765), a Non-Executive Director, retires by rotation under Section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment.
Proposed as an Ordinary Resolution.
Director Details: Age 50, holds an MBA (Finance), M.Com, and is a Qualified Independent Director, has 17+ years of experience, holds 2,000 equity shares, and attended 5 out of 5 board meetings in FY 2025-26. He receives sitting fees.

ITEM No. 4: Increase in Authorised Share Capital & Alteration of MoA

To increase the Authorised Share Capital of the company from ₹14,00,00,000 (Rupees Fourteen Crores) divided into 1,40,00,000 equity shares of ₹10 each to ₹25,00,00,000 (Rupees Twenty Five Crores) divided into 2,50,00,000 equity shares of ₹10 each.
Subsequently, to alter Clause V of the Memorandum of Association (MoA) to reflect the new authorised capital.
The stated purpose is to facilitate future fund-raising requirements and support growth and expansion plans.
Proposed as a Special Resolution.

ITEM No. 5: Amendment to Main Object Clause of MoA

To amend Clause III(A) of the MoA to add new business objects:
5. To carry on the business of providing administrative, operational, management, technical, academic, training, consultancy and other allied support services to medical colleges, nursing colleges, paramedical institutions, teaching hospitals, healthcare institutions and other medical educational establishments.
6. To carry on the business of designing, developing, creating, owning, licensing, marketing, selling, distributing, implementing, maintaining, upgrading and otherwise dealing in computer software, software products, mobile applications, web applications and other digital applications and solutions...
The stated purpose is to diversify into medical education and healthcare IT to expand the business and diversify revenue streams.
Proposed as a Special Resolution.

ITEM No. 6: Alteration of Articles of Association

To comprehensively alter the Articles of Association (AoA) to:
Insert a new "Definitions" clause.
Substitute existing articles related to "Share Capital and Variation of Rights" with new streamlined articles titled "Share Capital" and "Variation of Rights of Shareholders".
Insert a new heading "Further Issue of Share Capital" with detailed articles.
Delete existing Articles 2, 3, and 8 (related to physical share certificates, deemed redundant).
The purpose is to bring the AoA in line with the Companies Act, 2013, SEBI Regulations, and current practices (dematerialization).
A copy of the proposed and existing AoA is available for inspection at the Registered Office.
Proposed as a Special Resolution.

ITEM No. 7: Approval for Employee Stock Option Plan (ESOP) 2026

To introduce and approve the "Shanmuga Hospital Limited Employee Stock Option Plan 2026".
To grant authority to the Board/Committee to create, offer, and issue up to 3,50,000 (Three Lakh Fifty Thousand) Employee Stock Options.
These options are exercisable into an equivalent number of new equity shares of ₹10 each, representing 2.57% of the current issued, subscribed, and paid-up equity share capital.
The maximum number of options granted to any one employee in a year shall not exceed 1% of the issued capital.
Eligible Employees: Permanent employees (including directors, but excluding Independent Directors and directors holding >10% shares) in India or abroad, including employees of group companies.
Key Plan Features: Minimum vesting period of 1 year; maximum vesting period of 3 years; maximum exercise period of 1 year after vesting; options are non-transferable; shares issued upon exercise have a lock-in of 1 year.
The plan will be implemented directly by the company, not through a trust, and involves only a new issue of shares.
Proposed as a Special Resolution.

ITEM No. 8: Appointment of Secretarial Auditor

To appoint CS Anuradha, Practicing Company Secretary (Membership No. A14640, Certificate of Practice No. 4122), as the Secretarial Auditor of the company for a term of five consecutive financial years, from 2026-27 to 2030-31.
The remuneration and out-of-pocket expenses will be determined by the Audit Committee and approved by the Board.
The basis for recommendation is stated as over 25 years of professional expertise in corporate law, governance, and compliance.
Proposed as an Ordinary Resolution.

Remote e-Voting is mandatory and will be provided by Central Depository Services (India) Limited (CDSL).
Members holding shares in demat form can vote through their depository (CDSL/NSDL) accounts.
Members holding physical shares and non-individual shareholders in demat form can vote on the CDSL e-Voting platform (www.evotingindia.com).
Members who vote via remote e-Voting cannot vote again at the AGM.
Members can join the AGM via VC/OAVM 15 minutes before and after the scheduled start time. The facility is available on a first-come, first-served basis for the first 1000 members, excluding large shareholders, promoters, institutional investors, directors, KMP, etc.

An explanatory statement pursuant to Section 102 of the Companies Act, 2013 is provided, detailing the rationale and implications for all special business items (Item Nos. 4, 5, 6, 7).
It confirms that, except where explicitly stated (e.g., directors eligible for ESOPs), none of the Directors or Key Managerial Personnel are interested in the resolutions.