Meeting Details

  • Meeting Type: 52nd Annual General Meeting
  • Date: Friday, 24th July 2026
  • Time: 10:00 A.M. IST
  • Location: Conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Book Closure Period: 18th July 2026 to 24th July 2026 (both days inclusive)
  • Record Date: Friday, 17th July 2026

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt the Audited Financial Statements for FY 2025-26 together with reports of Board of Directors and Auditors

2. Declaration of Dividend: To declare a dividend of ₹0.65 (6.5%) per equity share on 39,34,575 equity shares of ₹10 each fully paid-up

3. Re-appointment of Director: To re-appoint Mrs. Shripriya Mahesh Ramanan (DIN: 08632277) as Director liable to retire by rotation

Special Business

4. Appointment of Director: To appoint Ms. Shrikirti Mahesh (DIN: 11704129) as Director of the company

Voting Process and Methods

  • Remote E-voting Period: Tuesday, 21st July 2026 at 09:00 A.M. to Thursday, 23rd July 2026 at 05:00 P.M.
  • E-voting on AGM Day: Available for members present through VC/OAVM who haven't voted remotely
  • Voting Rights: Proportional to paid-up equity share capital as on cut-off date (17th July 2026)
  • Voting Methods: Remote e-voting through NSDL platform and e-voting during AGM
  • Scrutinizer: Mr. V. Suresh, Senior Partner of V. Suresh Associates, Practising Company Secretaries

Key Voting Outcomes

Not available in the document as voting will occur after the notice date. The document provides the process for voting but not the results.

Shareholder Participation and Registration

  • Members could register as speakers for the AGM by sending requests from 14th July 2026 (9:00 a.m. IST) to 16th July 2026 (5:00 p.m. IST)
  • Institutional shareholders required to send scanned copies of Board Resolutions/Authorizations
  • Facility available for 1000 members on first-come-first-served basis, excluding large shareholders, promoters, institutional investors, directors, KMPs, etc.

Compliance with Laws and Regulations

The document confirms compliance with:

  • Companies Act, 2013
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Secretarial Standards on General Meetings (SS-2)
  • Ministry of Corporate Affairs circulars regarding virtual meetings
  • Income Tax Act, 2025 provisions for TDS on dividends

Financial Performance Highlights (FY 2025-26)

  • Revenue from Operations: ₹34,465.22 lakhs (Previous year: ₹35,221.30 lakhs)
  • Profit Before Tax: ₹336.01 lakhs (Previous year: ₹614.10 lakhs)
  • Profit After Tax: ₹256.71 lakhs (Previous year: ₹517.28 lakhs)
  • Export Sales: ₹12,229 lakhs (17% decline from previous year)
  • Domestic Sales: 9% increase from previous year
  • Net Foreign Exchange Earned: ₹8,096.55 lakhs
  • Dividend Recommended: ₹0.65 per share (6.5%)
  • Earnings Per Share: ₹6.52 (Previous year: ₹13.15)

Board and Management Changes

Director Changes

  • Ms. Sandhya Subramanyam retired as Independent Director w.e.f. 05th August 2025
  • Mr. Rahul Rakesh Agrawal appointed as Additional Non-Executive Independent Director w.e.f. 04th August 2025
  • Ms. Shrikirti Mahesh appointed as Additional Non-Executive, Non-Independent Director w.e.f. 25th May 2026

Key Managerial Personnel Changes

  • Mr. V. Srinivasan resigned as CFO w.e.f. 09th February 2026
  • Mr. Hari S appointed as CFO w.e.f. 09th March 2026
  • Mr. J R Vishnu Varthan resigned as Company Secretary & Compliance Officer w.e.f. 18th March 2026
  • Mr. Pradeep Kumar Nath appointed as Company Secretary & Compliance Officer w.e.f. 25th May 2026

Regulatory and Compliance Matters

  • NSE imposed fine of ₹3.28 lakhs for non-compliance with composition requirements under Regulations 18, 19 and 20 of SEBI LODR
  • Delay of five days in filing Integrated Financial Results for quarter ended 30th June 2025 with BSE
  • ICRA reaffirmed credit ratings but revised outlook from "Stable" to "Negative"
  • No material related party transactions requiring shareholder approval

Additional Information

  • Registrar & Transfer Agent: Integrated Registry Management Services Private Limited
  • Bankers: State Bank of India and Standard Chartered Bank
  • Shareholding Pattern: Promoters & Promoter Group - 63.94%, Public & Others - 36.06%
  • Dematerialized Shares: 98.40% of paid-up capital
  • CSR Expenditure: ₹8.19 lakhs spent on providing math training kits and solar lamps