Meeting Details

The 32nd Annual General Meeting will be held on Monday, 21st September, 2026 at 11:00 a.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The meeting is being conducted remotely in compliance with MCA General Circular No. 22/09/2025 dated September 19, 2024 and subsequent circulars.

Proposed Resolutions

Ordinary Business:

Resolution No. 1: Adoption of Financial Statements

  • To consider and adopt the audited financial statement of the Company for the financial year ended 31st March, 2026, including reports of the Board of Directors and Auditors
  • To consider and adopt the audited consolidated financial statement for the financial year ended 31st March, 2026 and the report of Auditors thereon

Resolution No. 2: Dividend Declaration

  • To declare a dividend @ 25% (i.e. ₹0.25 per share) on 30,01,65,834 Equity Shares of ₹1/- each fully paid up for the year ended 31st March, 2026
  • The dividend will be paid out of the profits of the Company

Resolution No. 3: Appointment of Director

  • To appoint Mr. Satyen J. Mamtora (DIN: 00139984), who retires by rotation and is offering himself for re-appointment

Special Business:

Resolution No. 4: Ratification of Cost Auditor Remuneration

  • To ratify the remuneration payable to M/s Ankit Kushal & Associates, Cost Accountants (FRN: 004655) of ₹1,25,000/- plus taxes and reimbursement for conducting the audit of cost records for the financial year ending 31st March 2027

Voting Process and Methods

The remote e-voting period will commence on Friday, 18th September, 2026 at 09:00 a.m. (IST) and will end on Sunday, 20th September, 2026 at 05:00 p.m. (IST). The Cut-off Date for determining eligibility to vote is Monday, 14th September, 2026.

The Company has appointed Mr. Tapan Shah, Practicing Company Secretary as Scrutinizer to scrutinize the e-voting process. The Scrutinizer will count votes cast at the meeting and unblock votes cast through remote e-voting in the presence of at least two witnesses, preparing a consolidated Scrutinizer's Report within two working days of conclusion of the meeting.

Members can vote through:

1. CDSL/NSDL e-Voting system for individual shareholders holding shares in demat mode

2. CDSL e-Voting system for shareholders holding shares in physical mode and non-individual shareholders in demat mode

The e-voting facility is provided through Central Depository Services (India) Limited (CDSL).

Shareholder Participation

The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis, excluding large shareholders (holding 2% or more), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors who can attend without restriction.

Shareholders who wish to speak during the meeting must register at least 15 days prior by sending their request to the company email id with their name, demat account/folio number, email id, and mobile number.

Compliance with Laws and Regulations

The AGM is convened in compliance with:

  • Companies Act, 2013
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circulars permitting virtual meetings
  • Companies (Management and Administration) Rules, 2014

The notice confirms that the facility to appoint proxy is not available for this virtual AGM, but body corporates can appoint authorized representatives.

Dividend Information

The dividend, if approved, will be paid:

  • To beneficial owners of shares in electronic form as on Friday, 18th September, 2026
  • To shareholders whose names appear on the Register of Members as on Friday, 18th September, 2026 for physical shares
  • Through electronic mode to members who have updated bank details
  • Dividend warrants/demand drafts will be dispatched to those without updated bank details

TDS Provisions

The notice provides detailed TDS provisions for both resident and non-resident shareholders, including withholding tax rates of 10% for residents with valid PAN (if dividend exceeds ₹10,000) and 20% for those without PAN or invalid PAN. Non-resident shareholders may be subject to 20% withholding tax plus applicable cess or beneficial tax treaty rates.

Additional Information

The notice includes extensive information on:

  • IEPF transfers of unpaid dividends and shares
  • Dividend payment due dates for financial years 2021-22 to 2025-26
  • Required documents for tax exemption
  • Director information for Mr. Satyen J. Mamtora including qualifications, expertise, shareholding, and committee memberships
  • Explanatory statement for the special business resolution

The notice is available on the company website (www.transformerindia.com) and CDSL website (www.evotingindia.com).