Veljan Denison Ltd

Dematerialisation status

• No dematerialisation/rematerialisation requests were received; none were processed.

Veljan Denison Ltd: Trading Window closed from October 1, 2026 for Q3 2026 unaudited results (quarter ended September 30, 2026); will reopen 48 hours after announcement of the results.

AGM Details

• Date and time: 29 August 2026, 11:00 AM.
• Mode: Physical meeting at registered office; remote e-voting used; ballots not used at AGM.
• Record date: 21 August 2026.

Key Resolutions

• Ordinary: Adopt Standalone and Consolidated financial statements with reports.
• Ordinary: Declare final dividend of Rs 8.50 per equity share.
• Ordinary: Re-appoint M.V. Srinivas, retiring by rotation.
• Special: Appoint Mr. Ramesh Kumar Nimmagadda as Independent Director.
• Special: Appoint Prof. Sunaina Singh as Independent Director.
• Special: Re-appoint Dr. A. Suresh as Independent Director for five years.
• Special: Adopt New Memorandum of Association.
• Special: Adopt New Articles of Association.
• Special: Alter Main Objects Clause of the Memorandum.
• Ordinary: Ratify remuneration of Cost Accountants for 2026-27.
• Special: Approve related party transaction with Veljan Hydrair Limited.
• Special: Approve related party transaction with Suxus Systems Limited.
• Special: Approve related party transaction with ECMAT Limited.

Voting Results

• Resolution 1: Passed; near-unanimous support.
• Resolution 2: Passed; dividend approved.
• Resolution 3: Passed; re-appointment approved.
• Resolution 4: Passed; Independent Director appointed.
• Resolution 5: Passed; Independent Director appointed.
• Resolution 6: Passed; Independent Director re-appointed.
• Resolution 7: Passed; MOA adopted.
• Resolution 8: Passed; Articles adopted.
• Resolution 9: Passed; Main Objects altered.
• Resolution 10: Passed; Cost Accountant remuneration ratified.
• Resolution 11: Passed; related party Veljan Hydrair approved.
• Resolution 12: Passed; related party Suxus approved.
• Resolution 13: Passed; related party ECMAT approved.

Director Changes

• M.V. Srinivas retires by rotation; re-appointment approved.
• Mr. Ramesh Kumar Nimmagadda appointed Independent Director.
• Prof. Sunaina Singh appointed Independent Director.
• Dr. A. Suresh re-appointed Independent Director for second five-year term.

Auditors

• No changes in statutory, secretarial, cost, or internal auditors disclosed.

Material Related Party Transactions

• Veljan Hydrair Limited: Associate; material RPT approved.
• Suxus Systems Limited: Associate; material RPT approved.
• ECMAT Limited: Associate; material RPT approved.

Other Material Approvals

• Adoption of New Memorandum of Association.
• Adoption of New Articles of Association.
• Alteration of Main Objects Clause.

AGM Details

• Date and time: 29 August 2026 at 11:00 AM; mode: physical at Registered Office.
• Venue: Veljan Denison Limited, Plot A18-19, Hyderabad.
• Book closure: 23 Aug to 29 Aug 2026 (inclusive).
• Record date for e-voting: 22 August 2026.

Resolutions Put to Vote

• Ordinary: Adopt standalone and consolidated financial statements for 2025-26.
• Ordinary: Declare final dividend of Rs 8.50 per equity share.
• Ordinary: Re-appoint V. G. Srinivas as Director (rotational).
• Special: Appoint Ramesh Kumar Nimmagadda as Independent Director for five years.
• Special: Appoint Prof. Sunaina Singh as Independent Director for five years.
• Special: Re-appoint Dr. A. Suresh as Independent Director for second term.
• Special: Adopt new Memorandum of Association under Companies Act 2013.
• Special: Adopt new Articles of Association under Companies Act 2013.
• Special: Alter Main Objects Clause to include marine engineering.
• Special: Ratify Cost Accountant remuneration for 2026-27: Rs 1.15 lakh plus taxes.
• Special: Related Party Transaction with Veljan Hydrair Limited up to Rs 120 crores.
• Special: Related Party Transaction with Suxus Systems Limited up to Rs 45 crores.
• Special: Related Party Transaction with ECMAT Limited up to Rs 35 crores.

Dividend

• Dividend per share: Rs 8.50; total proposed payout Rs 382.50 lakh; subject to AGM approval.

Director Changes

• Ramesh Kumar Nimmagadda appointed Independent Director for five years from 30 May 2026.
• Prof. Sunaina Singh appointed Independent Director for five years from 30 May 2026.
• Dr. A. Suresh re-appointed as Independent Director for second five-year term from 30 Sep 2026.
• V. G. Srinivas to be re-appointed as Director (ordinary resolution).

Auditors and Remuneration

• Cost Auditor remuneration for 2026-27 approved: Rs 1,15,000 plus taxes.

Material Related Party Transactions

• Veljan Hydrair Limited: Rs 120 crores; arm's length; ordinary course; related party.
• Suxus Systems Limited: Rs 45 crores; arm's length; ordinary course; related party.
• ECMAT Limited: Rs 35 crores; arm's length; ordinary course; related party.

Re-appointment of Dr. Suresh Akella

• Board approved re-appointment of Dr. Suresh Akella as Non-Executive Independent Director.
• Term: five years, from 30 September 2026 to 29 September 2031.
• Subject to shareholders' approval via special resolution.
• Recommendation by Nomination and Remuneration Committee.
• Dr. Suresh Akella has extensive experience in Manufacturing and FEM with technology expertise.
• Independence criteria under Companies Act 2013 and SEBI Listing Regulations satisfied.
• Dr. Suresh Akella is not related to any other Director.
• Not debarred from holding directorship by SEBI or any authority.

Standalone results

• Revenue from operations: 3,906.61 Lakhs.
• Total Revenue: 4,013.60 Lakhs; Total expenses: 2,996.41 Lakhs.
• Profit before tax: 1,017.19 Lakhs; Profit after tax: 746.19 Lakhs.
• Earnings per share: 16.58; Weighted average shares: 45.00.
• Auditors' review: unmodified.

Consolidated results

• Revenue from operations: 4,590.52 Lakhs.
• Total Revenue: 4,677.64 Lakhs.
• Profit before tax: 1,050.66 Lakhs; Profit after tax: 767.79 Lakhs.
• Earnings per share: 17.06; Weighted average shares: 45.00.
• Independent auditor's review: unmodified on consolidated results.

Notes

• Single business segment: Hydraulic Products per IND AS 108.

Meeting Details

• Board meeting on 3 August 2026 via VC/OAVM, hosted from the Registered Office, Hyderabad.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026.
• Consider and take on record the Limited Review Reports for quarter ended June 30, 2026.
• Re-appointment of SRK & Co., Cost Accountants as Cost Auditors for FY 2026-27, subject to remuneration ratification.
• Approve Board's Report and the Draft Notice for the 52nd AGM for year ended March 31, 2026.
• Convene the 52nd AGM, fix the date, time, venue, mode.
• Fix the Record Date for dividend eligibility as per May 30, 2026 Board recommendation.
• Appoint Scrutinizer for remote e-voting and AGM e-voting.
• Approve MOA and AOA draft in conformity with the Companies Act, 2013.
• Alter MOA Object Clause subject to shareholder and other required approvals.
• Transact other business with permission of the Chair.