AGM Details

  • Date: Friday, July 24, 2026
  • Time: 10:00 AM IST
  • Mode: Video Conference/Other Audio Visual Means (VC/OAVM)
  • Record Date: July 17, 2026
  • Book Closure: July 18, 2026 to July 24, 2026 (both days inclusive)
  • E-voting Period: July 21, 2026 (9:00 AM) to July 23, 2026 (5:00 PM) through CDSL platform

Business to be Transacted

Ordinary Business

1. Adoption of audited financial statements for FY 2025-26 and reports of Board of Directors and Auditors

2. Re-appointment of Mrs. Shailaja Suresh (DIN: 01326440) who retires by rotation

Special Business

3. Special Resolution: Approval for alteration of Memorandum of Association by inserting new Clause 3(B)(43) to explicitly authorize the company to undertake mergers, amalgamations, and other corporate restructuring transactions

4. Special Resolution: Continuation of Mr. Suresh Shastry (DIN: 01099554) as Chairman & Managing Director beyond the age of 70 years (attains 70 on November 12, 2026)

Financial Performance (FY 2025-26)

Key Financial Figures (₹ in lakhs)

| Particulars | 31.03.2026 | 31.03.2025 |

| Revenue from operations | 1398.01 | 1321.55 |

| Other Income | 4.56 | 7.43 |

| Profit before exceptional items & tax | 91.92 | 141.52 |

| Exceptional items: Superannuation write-back | 92.62 | - |

| Tax Expenses | 48.25 | 36.83 |

| Net Profit for the year | 141.41 | 99.21 |

| Carried forward losses | (481.08) | (622.49) |

| Earnings Per Share (₹) | 0.139 | 0.097 |

Exceptional Item Details

The company reversed ₹92.62 lakh of superannuation benefits provided to the Managing Director and Senior Managerial Personnel from 2014 to March 2026. This reversal was made pursuant to acceptance of the company's proposal by the respective beneficiaries, who provided individual consent letters agreeing to forgo their full entitlements.

Operational Performance

  • Sales increased by 5.79% compared to previous year
  • Employee strength: 57 permanent employees
  • Median employee remuneration: ₹3,11,783 (increased 10.06% YoY)
  • Foreign exchange earnings: ₹24.72 lakh (Previous year: ₹102.25 lakh)
  • No foreign exchange outgo

Capital Structure

  • Paid-up Capital: ₹10,19,96,525 (10,19,96,525 equity shares of ₹1 each)
  • No change in share capital during the year (no public issue, rights issue, bonus issue, or preferential issue)
  • Market Capitalization (as on March 31, 2026): ₹51.2 crore (Previous year: ₹64.67 crore)
  • Share Price Range (March 2026): ₹3.80 to ₹6.07
  • Dematerialization Status: 99.48% shares in demat form

Board of Directors

Composition as on March 31, 2026

1. Mr. Suresh Shastry - Chairman & Managing Director (Promoter)

2. Mrs. Shailaja Suresh - Non-Executive Director (Promoter)

3. Mr. R Ramesh Rao - Independent Director

4. Mr. N Sreeramaiah - Independent Director

5. Mr. Arkalgud Suryanarayana Sundar - Independent Director (w.e.f July 31, 2025)

Changes during the year

  • Mr. C.S. Hemachandra (Independent Director) retired w.e.f August 30, 2025
  • Mr. Arkalgud Suryanarayana Sundar appointed as Independent Director w.e.f July 31, 2025

Board Meetings

  • 6 meetings held during FY 2025-26
  • All directors attended all meetings except Mr. C.S. Hemachandra who attended 2 out of 3 meetings before retirement

Key Management Personnel

  • Chief Financial Officer: Supriya Shastry
  • Company Secretary & Compliance Officer: Roopashree B Shettigar

Remuneration Details (₹ in lakhs)

| Name | Designation | FY26 Remuneration | % Increase |

| Suresh Shastry | Chairman & MD | 21.62 | No increase |

| Supriya Shastry | CFO | 25.01 | 20% |

| Roopashree Shettigar | Company Secretary | 5.14 | No increase |

| Non-Executive Directors | | 0.00 | No remuneration |

Merger Update

Addendum to Directors' Report (June 29, 2026):

  • Board approved merger proposal with SKF Elixer India Private Limited at meeting held on June 10, 2026
  • Intimation sent to stock exchanges on June 10, 2026 under Regulation 30 of SEBI LODR
  • Scheme subject to approvals from shareholders, creditors, NCLT, and other regulatory authorities
  • Current MOA alteration proposal is connected to enabling this potential merger

Corporate Governance

  • Compliance certificate obtained from practicing company secretary
  • All committees (Audit, Nomination & Remuneration, Stakeholders' Relationship) constituted and functional
  • Whistle Blower Policy in place - no complaints received during the year
  • No complaints received under Sexual Harassment of Women at Workplace Act, 2013

Dividend Declaration

No dividend recommended for FY 2025-26 due to carried forward losses.

Important Dates

  • E-voting: July 21, 2026 (9:00 AM) to July 23, 2026 (5:00 PM)
  • AGM: July 24, 2026 at 10:00 AM
  • Query submission deadline: July 16, 2026
  • Financial year: April 1, 2025 to March 31, 2026

Registered Office & Facilities

  • Works: Plot No N12 and N13, Industrial Estate, Sagar Road, Shimoga, Karnataka, 577204

Registrar & Transfer Agent

Integrated Registry Management Services Private Limited, Bangalore