GTN Industries 64th AGM Notice with Special Resolutions

Net Sales/Income from Operations: ₹16,056 lakhs (Previous Year: ₹17,250 lakhs)
Other Income: ₹179 lakhs (Previous Year: ₹77 lakhs)
Total Comprehensive Loss After Tax: ₹1,073 lakhs (Previous Year: Loss of ₹464 lakhs)
Operating Loss before Interest, Depreciation and Tax: ₹497 lakhs (Previous Year: Profit of ₹257 lakhs)
Earnings Per Share (Basic & Diluted): (₹6.11) (Previous Year: (₹2.65))
Total Equity: ₹7,267.67 lakhs (Previous Year: ₹8,340.48 lakhs)
Total Borrowings: ₹3,818.64 lakhs (Previous Year: ₹3,908.38 lakhs)
No Dividend recommended due to net loss

Date: September 28, 2026
Time: 10:30 AM
Venue: Registered Office at Chitkul Village, Patancheru Mandal, Sangareddy District-502307, Telangana
Cut-off Date for Voting: September 21, 2026
Remote E-voting Period: September 25, 2026 (9:00 AM) to September 27, 2026 (5:00 PM)

Mr. M.K. Patodia (DIN:00004752) - Chairman & Managing Director
Mr. Ranganath M V (DIN:00200486) - Independent Director
Mr. Ashok Kumar TT (DIN:08927060) - Independent Director
Mrs. Sabari S. Kambli (DIN:00039148) - Independent Woman Director
Mr. C. George Joseph (DIN:00309739) - Non-Executive Director (retiring by rotation)

Mr. V. Raghu Ram (DIN:03524068) - Chief Financial Officer
Mr. P. Prabhakara Rao (Membership No. 08974) - Company Secretary & Compliance Officer

1. Adoption of audited financial statements for FY ended March 31, 2026

2. Re-appointment of Mr. C. George Joseph as Director retiring by rotation

Resolution Type: Special Resolution
Purpose: To replace existing MOA based on Companies Act, 1956 with new MOA compliant with Companies Act, 2013
Board Approval Date: August 12, 2026

Resolution Type: Special Resolution
Purpose: To replace existing AOA based on Companies Act, 1956 with new AOA based on Table F of Companies Act, 2013
Board Approval Date: August 12, 2026

Resolution Type: Ordinary Resolution
Auditor: M/s. NSV Krishna Rao & Co., Cost Accountants, Hyderabad
Remuneration: ₹50,000 per annum plus applicable taxes and out-of-pocket expenses
Period: Financial year ending March 31, 2027

Resolution Type: Special Resolution
Limit: Aggregate amount not exceeding ₹400 crores
Purpose: To utilize surplus funds for long-term strategic and business objectives

Resolution Type: Ordinary Resolution
Related Party: GTN Engineering (India) Limited (Associate company)
Maximum Transaction Value: ₹300 crores
Nature of Transactions: Sale/purchase of goods, immovable/movable property and other assets
Period: Maximum 12 months from date of approval
FY26 Transaction Value: ₹11.48 crores
Audit Committee & Board Approval Date: August 12, 2026

Resolution Type: Special Resolution
Undertaking: Nagpur Unit at Village-Khurjgaons, Taluk Saoner, District Nagpur, Maharashtra
Nature of Business: Spinning Mill
Buyer: M/s. GTN Engineering (India) Limited
Mode of Transfer: Going concern/Slump sale on "as is where is" basis
Consideration: Lump-sum ₹71 crores including Net Current Assets
Board Approval Date: August 12, 2026
Rationale: Unlock value and deploy resources efficiently towards existing or new business activities

Statutory Auditors: M/s. Lodha & Co LLP, Chartered Accountants, Mumbai (Appointed till 65th AGM in 2027)
Cost Auditors: M/s. NSV Krishna Rao & Co., Cost Accountants, Hyderabad
Secretarial Auditor: M/s. V. Sidvilas & Associates (Appointed for 5 years from FY 2025-26 to 2029-30)

Equity Share Capital: ₹1,754.96 lakhs (17,540,378 shares of ₹10 each)
0.01% Non-Convertible Redeemable Preference Shares: ₹4,150.00 lakhs (4,150,000 shares of ₹100 each)
Dematerialized Shares: 98.87% of equity shares

Plot No.29, Nagarjuna Hills, Punjagutta, Hyderabad – 500 082, Telangana

Vigil Mechanism Policy: Established and available on company website
Related Party Transactions Policy: Established and available on company website
Sexual Harassment Complaints: Zero complaints received during FY 2025-26
Employee Strength: Approximately 310 employees as of March 31, 2026