AGM approves ₹1 final dividend, authorised capital raise to ₹95 crore and loan-to-equity conversion on default

At the 37th AGM held on 23 Sept 2026, shareholders approved all items.

Thu 24 Sep 2026

Final Dividend

₹1 per equity share of ₹10 each for FY 2025-26

Authorised Share Capital Increase

Reclassified and increased from ₹85 crore to ₹95 crore

AGM Date

23 September 2026

Director Continuation Approval

Mr. Bhisham Kumar Gupta as Non-Executive Independent Director up to 11 July 2028

Loan Conversion Approval

Conversion of outstanding loans from Bank of India and consortium lenders into equity shares upon event of default

What was announced

The company informed the exchanges that members at the 37th Annual General Meeting, held on 23 September 2026, considered and approved the resolutions placed before them.

Ordinary business

• Adoption of audited standalone and consolidated financial statements for the year ended 31 March 2026, with the Board and Statutory Auditors' reports.
• Re-appointment of Ms. Shikha Bansal and Mrs. Shruti Aggarwal, who retire by rotation.
• Declaration of a Final Dividend of ₹1 per equity share of ₹10 each for FY 2025-26.

Special business

• Ratification of remuneration of M/s JSN & Co., Cost Auditors, for FY 2026-27.
• Reclassification and increase in Authorised Share Capital from ₹85 crore to ₹95 crore, with a consequential change to the Capital Clause of the Memorandum of Association. Authorised capital is the ceiling up to which a company may issue shares; raising it does not by itself issue new shares.
• A special resolution approving conversion of whole or part of the outstanding loan availed from Bank of India (Lead Bank) and the consortium of lenders into equity shares, upon occurrence of an event of default. This is a lender-protection clause commonly required in loan documentation; it would take effect only if a default occurs, and could dilute existing shareholders in that situation.
• Continuation of Mr. Bhisham Kumar Gupta (Non-Executive Independent Director) beyond the age of 75.

On the director continuation

Mr. Gupta was appointed with effect from 12 July 2023 for a term of 5 years up to 11 July 2028, and is not liable to retire by rotation. He will attain the age of 75 on 5 June 2027, so shareholder approval was sought for him to continue until the end of his current term. He brings 48 years of experience in the mechanical industry and is not related to any other Director or Key Managerial Personnel.

Process

Voting was conducted through remote e-voting and e-voting at the AGM, which was held through video conferencing, with Kapil Kumar & Co., Company Secretaries, acting as Scrutinizer. The cut-off date for voting entitlement was 16 September 2026.

What it means for investors

The dividend gives a direct cash return to shareholders. The higher authorised capital gives headroom for future issuance of shares if the company chooses. The loan-conversion approval is a contingent arrangement tied to default and is worth noting as a dilution risk factor.

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