Meeting Details

The 43rd Annual General Meeting will be held on Tuesday, August 4, 2026 at 1:00 p.m. at the Registered Office of the Company situated at RS No.351/1 Varur, Post Chabbi, Taluk Hubballi, District Dharwad, Hubballi – 581 207 (18th KM, NH-4, Bengaluru Road, Varur), Karnataka.

Agenda Items

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements as at 31st March 2026 together with the report of the Auditors thereon.

2. To appoint a director in the place of Mr. L R Bhat (DIN: 01875068) who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a director in the place of Dr. Raghottam Akamanchi (DIN: 07038738) who retires by rotation and being eligible, offers himself for re-appointment.

4. To confirm interim dividend paid as the final dividend for the financial year ended 31st March, 2026.

Special Business:

5. Re-appointment of Dr. Vijay Sankeshwar (DIN 00217714), as Chairman and Managing Director through Special Resolution.

6. Approval for continuation of directorship of Mr. Virupaxagouda Patil (DIN: 10395538) as Non-Executive Independent Director upon attaining the age of 75 years through Special Resolution.

Key Financial Information

Standalone Financial Results for the last three years:

  • Profit after Tax: ₹23,683 lakhs (2025-26), ₹18,292 lakhs (2024-25), ₹8,885 lakhs (2023-24)
  • Net Worth: ₹1,14,244 lakhs (2025-26), ₹1,08,455 lakhs (2024-25), ₹94,579 lakhs (2023-24)
  • Earnings Per Share: ₹13.54 (2025-26), ₹10.46 (2024-25), ₹5.08 (2023-24)
  • Turnover: ₹3,24,478 lakhs (2025-26), ₹3,18,517 lakhs (2024-25), ₹2,90,972 lakhs (2023-24)

Director Remuneration Proposal

Dr. Vijay Sankeshwar's proposed re-appointment as Chairman & Managing Director for 5 years from January 1, 2027 with:

  • Monthly remuneration of ₹40,00,000/- inclusive of perquisites (fixed for initial 3 years)
  • Commission up to 0.75% of net annual profits
  • Last remuneration drawn: ₹27 lakhs per month including perquisites plus up to 0.75% commission
  • Past remuneration: ₹496 lakhs (2025-26), ₹460 lakhs (2024-25), ₹389 lakhs (2023-24)

Voting Information

  • Cut-off date for voting rights: July 28, 2026
  • Remote e-voting period: August 1, 2026 (9:00 AM) to August 3, 2026 (5:00 PM)
  • Scrutinizer: Mr. Akshay Pachlag, Practicing Company Secretary
  • Results declaration: Within 48 hours of AGM conclusion

Dividend TDS Guidelines

Detailed TDS provisions for both resident and non-resident shareholders:

  • Resident individuals: No TDS if dividend ≤ ₹10,000/year
  • Standard TDS rate: 10% with valid PAN, 20% with invalid PAN
  • Non-resident shareholders: 20% or treaty rate, whichever beneficial
  • Documentation requirements specified for various shareholder categories

Shareholding Pattern

Foreign investment details as on 31st March 2026:

  • Foreign Portfolio Investors – Category I: 48,96,723 shares (2.80%)
  • Foreign Portfolio Investors – Category II: 3,18,142 shares (0.18%)
  • Non Resident Indians: 11,93,595 shares (0.68%)
  • Total foreign holding: 64,08,460 shares (3.66%)

Director Information

Mr. L R Bhat (DIN: 01875068)

  • Age: 67 years, Executive Director
  • Qualification: Diploma in Mechanical Engineering, Certified Chartered Engineer
  • Shareholding: 4,194 shares jointly with spouse
  • Monthly remuneration: ₹16,50,350 including perquisites

Dr. Raghottam Akamanchi (DIN: 07038738)

  • Non-Executive Director, Qualification: M.Sc, Phd
  • Shareholding: Nil

Dr. Vijay Sankeshwar (DIN: 00217714)

  • Age: 75 years, Promoter and Chairman & Managing Director
  • Qualification: B.Com
  • Shareholding: 4,95,61,128 equity shares (28.33% of total)
  • Awards: Padma Shri (2020), Karnataka Rajyotsava Award (2019), Udyog Ratna

Document Availability

The Notice and Annual Report are available on the Company's website www.vrlgroup.in and on the websites of BSE Limited (www.bseindia.com) and National Stock Exchange of India Ltd. (www.nseindia.com).

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