Meeting Details

The 44th Annual General Meeting will be held on Monday, 20th July 2026 at 03:30 PM India Standard Time through Video Conferencing/Other Audio Visual Means. The deemed venue is the Registered Office at 34-A, Kamaraj Road, Coimbatore - 641 018, India.

Ordinary Business Items

1. Adoption of Financial Statements

To receive, consider and adopt the Audited Annual Financial Statements for the financial year ended 31st March, 2026, including Statement of Profit and Loss, Statement of Cash Flows, Statement of Changes in Equity, Balance Sheet, together with Reports of Board of Directors and Auditors.

2. Dividend Declaration

To declare a Dividend for the financial year 2025-26. The Register of Members and Share Transfer Books will remain closed from Tuesday, 14th July 2026 to Monday, 20th July 2026 (both days inclusive). The record date for dividend payment is 13th July 2026.

3. Director Re-appointment

To appoint Sri. Sanjay Jayavarthanavelu (DIN 00004505) who retires by rotation and offers himself for re-appointment. He holds 96,838 equity shares (3.15% of paid-up capital) and is beneficially holding 31.94% of share capital. He served as Non-executive Non-Independent Chairman and was paid sitting fees of ₹1.25 lakhs during 2025-26.

4. Statutory Auditor Appointment

To appoint M/s. S. Krishnamoorthy & Co, Chartered Accountants (Firm Registration No. 001496S) as Statutory Auditors for a term of five consecutive years from FY2026-27 to FY2030-31, replacing M/s. Subbachar & Srinivasan (Firm Registration No. 004083S) who complete their second term. Proposed remuneration for FY2026-27 is ₹9,00,000/- (increased from ₹6,50,000/- paid to outgoing auditors).

Special Business Items

5. Related Party Transactions Approval

To approve transactions with LMW Limited (formerly Lakshmi Machine Works Limited) for an amount not exceeding ₹200 Crores for the period from conclusion of this AGM till conclusion of next AGM.

Transaction Details:

  • LMW is a related party under Section 2(76) of Companies Act, 2013
  • Transactions include sale/purchase of goods/services, machinery, parts, components, agency arrangements, leasing
  • FY2025-26 transactions with LMW: Purchase of Goods (₹720.51 lakhs), Purchase of Fixed Assets (₹831.19 lakhs), Sale of Goods (₹4,051.51 lakhs), Services Provided (₹477.30 lakhs), Agency Arrangement (₹1,318.68 lakhs)
  • Proposed transactions represent 48.72% of company's annual consolidated turnover
  • LMW's FY2025-26 financials: Turnover ₹2,909.40 crores, PBT ₹286.87 crores, PAT ₹238.24 crores, Net Worth ₹2,871.83 crores
  • Company holds 2,29,480 equity shares (2.15%) in LMW
  • Valid until next AGM in 2027 (approximately 12-13 months)

6. Cost Auditor Remuneration

To ratify remuneration payable to Sri. G. Sivagurunathan, Cost Accountant, amounting to ₹1,50,000/- plus reimbursement of out-of-pocket expenses and applicable taxes for conducting cost audit of Textile division and Engineering Division - Gears unit for FY2026-27.

Record Date and Dividend Information

The Record Date for determining members eligible for dividend is 13th July 2026. Dividend will be paid only in electronic mode as per SEBI regulations. Unclaimed dividends from 2018-19 to 2024-25 may be claimed from Registrar and Share Transfer Agents, M/s. MUFG Intime India Private Limited.

Voting Arrangements

Remote e-voting period begins on Friday, 17th July 2026 at 9:00 AM IST and ends on Sunday, 19th July 2026 at 5:00 PM IST. NSDL is the authorized agency for e-voting services. The Scrutinizer appointed is Sri. M. D. Selvaraj, Company Secretary in Practice (MDS & Associates LLP).

Additional Information

The notice includes detailed instructions for shareholders regarding e-voting, VC/OAVM participation, dividend taxation under Income Tax Act 2025, KYC requirements, and investor grievance mechanisms through SMART ODR Portal. The company has initiated "Saksham Niveshak" campaign from 1st April 2026 to 9th July 2026 for unclaimed dividend and share recovery.