Annual General Meeting Details

The 33rd Annual General Meeting will be held on Wednesday, September 16, 2026 at 10:30 AM at the Registered Office through Video Conferencing/Other Audio Visual Means (VC/OAVM).

Ordinary Business:

1. To receive, consider and adopt Audited Financial Statements for FY ended March 31, 2026 with Directors' and Auditors' Reports

2. To declare dividend on Equity Shares for financial year 2025-26

3. To appoint director in place of Mr. Arpit Agarwal (DIN: 07218632) who retires by rotation

Record Date and Book Closure:

  • Record Date: September 9, 2026
  • Book Closure: September 10, 2026 to September 16, 2026 (both days inclusive)

Dividend Information:

  • Recommended dividend: ₹1 per equity share
  • Total dividend amount: ₹90.83 lakhs on 90,83,182 equity shares
  • Payment date: On or before October 15, 2026 to shareholders registered as of September 9, 2026
  • Unclaimed dividend amount: ₹44.08 lakhs as of March 31, 2026

Financial Performance (FY 2025-2026)

Income Statement Highlights:

  • Total Income: ₹96.19 crore (previous year: ₹81.10 crore) - 18.61% increase
  • Revenue from Operations: ₹91.40 crore (previous year: ₹78.12 crore) - 16.98% increase
  • Profit Before Interest, Depreciation and Tax: ₹16.86 crore
  • Profit Before Tax: ₹13.04 crore (previous year: ₹26.24 crore)
  • Net Profit After Tax: ₹9.11 crore (previous year: ₹23.30 crore)
  • Depreciation: ₹2.95 crore (previous year: ₹2.95 crore)
  • Current Tax: ₹3.57 crore
  • Deferred Tax: ₹0.37 crore

Balance Sheet Highlights:

  • Net Worth: ₹89.05 crore (previous year: ₹80.98 crore)
  • Share Capital: ₹9.08 crore (90,83,182 equity shares of ₹10 each)
  • Cash and Bank Balance: ₹44.23 crore
  • Total Assets: ₹119.84 crore (previous year: ₹102.80 crore)

Appropriations:

  • Dividend: ₹90.83 lakhs
  • Surplus carried to Balance Sheet: ₹63.23 crore

Strategic Developments

Promoter Change:

  • Mr. A.V. Palaniswamy divested entire 30,92,093 shares (34.04%) to M/s Himgiri Castings Private Limited with Persons Acting in Concert
  • Open offer conducted from September 10, 2025 to October 8, 2025
  • M/s Himgiri Castings Private Limited now promoter with 5,56,608 shares (6.13%)
  • Persons Acting in Concert hold 25,35,516 shares (27.91%)
  • Reclassification approved by shareholders on December 25, 2025

Registered Office Shift:

  • Shifted from Tamil Nadu to Gujarat approved by shareholders via Postal Ballot on February 12, 2026
  • Regional Director, Chennai approved shifting on April 2, 2026
  • Registrar of Companies, Ahmedabad issued Certificate of Registration on April 30, 2026
  • New CIN: L29199GJ1993PLC177328

New Manufacturing Facility:

  • Establishing new facility at Village Mudhela, Gujarat
  • Fully integrated facility with capacity of 2,500 MT per month (30,000 MT annually)
  • Current capacity: 600 MT per month (7,200 MT annually) - over 4x expansion
  • Phase I investment: ₹60 crores already started
  • Funded from sale of factory units at Thekkalur and Dindigul during 2024-25

Proposed Mergers:

  • Board approved Scheme of Arrangement on May 22, 2026 for merger of:
  • M/s Banil Castings Private Limited (casting supplier in Goa)
  • M/s Avisa Private Limited (holds leasehold land at Gujarat facility site)
  • Will create two fully integrated manufacturing locations (Goa and Gujarat)
  • Application filed with BSE for No Objection Certificate
  • Subject to statutory and judicial approvals

Operational Highlights

Domestic Market Focus:

  • Establishing in-house Research & Development team
  • Building national sales team for domestic market expansion
  • Seeking vendor approvals with:
  • Engineers India Limited (EIL)
  • Military Engineer Services (MES)
  • Defence Research and Development Organisation (DRDO)
  • Central Public Works Department (CPWD)
  • NBCC (India) Limited

Export Markets:

  • GCC remains strategically important market
  • Expanding to Canada, South America, and Africa
  • FY26 export revenue: ₹65.32 crore

Manufacturing Capacity:

  • Current facilities:
  • Kaniyur Finishing Division, Coimbatore
  • Vedasandur Foundry Division, Dindigul
  • After mergers: Two fully integrated locations (Goa and Gujarat)

Corporate Governance

Board Composition:

  • Mr. Jayaram Govindarajan, Managing Director
  • Mr. Anil Kumar Agarwal, Non-Executive Non-Independent Director
  • Mr. Arpit Agarwal, Managing Director
  • Mrs. A. Panath Anitha, Executive Woman Director (Resigned w.e.f October 18, 2025)
  • Mr. A.V. Palaniswamy, Non-Executive Non-Independent Director (Resigned w.e.f October 18, 2025)
  • Mr. Chenniappan Selvakumar, Non-Executive Independent Director
  • Mrs. Susheela Balakrishnan, Non-Executive Independent Director

Board Meetings:

  • 7 meetings held during FY25-26
  • Dates: May 16, 2025; May 22, 2025; July 28, 2025; October 15, 2025; October 18, 2025; January 7, 2026; February 4, 2026

Key Management Personnel:

  • Mr. Jayaram Govindarajan, Managing Director
  • Mr. Arpit Agarwal, Managing Director
  • Mr. J Saravanan, Chief Financial Officer
  • Mr. S Aravinthan, Company Secretary

Shareholding Pattern (as of March 31, 2026):

  • Promoters: 34.04%
  • Public: 65.95%
  • IEPF: 4.93%
  • Dematerialized: 94.04% (NSDL: 64.51%, CDSL: 29.53%)
  • Physical: 5.96%

Compliance and Regulatory Matters

Auditors:

  • Statutory Auditors: M/s Krishaan & Company, Chennai (until 34th AGM)
  • Secretarial Auditor: Mr. M R L Narasimha, Practicing Company Secretary

Litigations:

  • ESI demand of ₹6.80 lakhs for 2004-2011 (paid ₹5.27 lakhs under protest)
  • GST demand of ₹13.80 lakhs for 2020-2021 (paid ₹1.15 lakhs under protest)

CSR Expenditure:

  • FY26 prescribed amount: ₹14.37 lakhs
  • FY26 actual spending: ₹14.37 lakhs
  • FY27 prescribed amount: ₹18.51 lakhs

Voting Instructions

Remote e-Voting:

  • Period: September 13, 2026 (9:00 AM) to September 15, 2026 (5:00 PM)
  • Agency: National Securities Depository Limited (NSDL)
  • Cut-off date: September 9, 2026

VC/OAVM Participation:

  • Members can join meeting 15 minutes before and after scheduled time
  • Facility available for 1000 members on first-come-first-served basis
  • Large shareholders, promoters, institutional investors, directors, KMPs exempt from restriction

Important Notes

KYC Compliance:

  • SEBI Circular dated March 16, 2023 mandates PAN, KYC details for physical shareholders
  • Folios frozen from October 1, 2023 for non-compliant physical shareholders
  • Physical shareholders cannot receive dividends or lodge grievances

Unclaimed Dividends:

  • Dividends unclaimed for 7 years will be transferred to Investor Education and Protection Fund
  • Company has uploaded details on company website and MCA website

Bank Details:

  • For electronic shareholders, dividend will be paid to bank account registered with depository
  • Any bank changes must be advised to Depository Participants