Submission of 47 Annual Report of Maris Spinners Limited for the year ended 31.03.2026 along with Notice ,Directors report etc

MARIS SPINNERS LIMITED MANAGING DIRECTOR STATUTORY AUDITORS : M/s. Raghavan, Chaudhuri & Sri. T.Raghuraman Narayanan Chartered Accountants DIRECTORS No.17/12, II Floor, Casa Capitol, Wood Street, Ashoknagar Sri. T.Jayaraman Bengaluru - 560 025 Smt. Ananthakumar Dhamayanthi Sri. A. Harigovind INTERNAL Sri. Parag H Udani - Independent Director AUDITORS : M/s. S.N.S. Associates Sri. S Kalyanaraman - Independent Director Chartered Accountants Sri. S.Swaminathan - Independent Director 25, 11th Cross Street, Sri. Adithya Raghuraman Indira Nagar, Adyar, Sri. R Thangamariappan - Technical Director Chennai – 600 020. (Wholetime Director) wef. 29.08.2025 Sri. R S Ganappathi - Technical Director Titus Romi & Associates (Wholetime Director) wef. 29.08.2025 Chartered Accountants Smt. V Sumathi - Independent Director 101/19, Image Apartments, wef. 29.08.2025 Salai Road, Woraiyur, Trichy – 620003. REGISTERED & ADMINISTRATIVE OFFICE 11, Cathedral Road BANKERS : Indian Overseas Bank Chennai - 600 086 Cathedral Branch Phone : + 91 44 28115910 / 12 / 18 Anna Salai Mail : investor@maris.co.in Chennai – 600 002. Web : www.maris.co.in CIN : L93090TN1979PLC032618 The Karur Vysya Bank Ltd. Cantonment Branch MILLS Trichy – 620 001. UNIT I : Kattemalalavadi Village Hunsur Taluk CHIEF FINANCIAL OFFICER Mysore District – 571 134 Mr. C. Srinivasan Karnataka. UNIT II : Sevalur Village COMPANY SECRETARY CUM Kulithalai Road, Manapparai Taluk COMPLIANCE OFFICER Trichy District – 621 306 Mr. N Sridharan Tamilnadu. SHARES LISTED AT : SHARE TRANSFER AGENTS: The Bombay Stock Exchange Ltd., M/s. Cameo Corporate Services Limited Phiroze Jeejeebhoy Towers Subramanian Building Dalal Street, Mumbai – 400 001. No.1, Club House Road, Chennai – 600 002. 1 47th Annual Report 2025-2026 MARIS NOTICE TO THE SHAREHOLDERS NOTICE is hereby given that the 47th Annual General Meeting of the members of Maris Spinners Limited will be held on Thursday the 20th August 2026 at 10.00 A.M. through video and other audio-visual means to transact the following business: ORDINARY BUSINESS: 1. To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution; "RESOLVED that the Audited Financial Statements of the Company for the financial year ended March 31, 2026 together with the Reports of the Board of Directors and the Auditors thereon as circulated to the Members, be and are hereby approved and adopted". 2. To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution. "RESOLVED that Mrs. Ananthakumar Dhamayanthi (DIN: 08461584) the retiring Director, be and is hereby re-elected as Director of the Company, liable for retirement by rotation. 3. To consider and if thought fit, to pass with or without modifications, the following resolution as an Ordinary Resolution. "RESOLVED that Mr. A Harigovind (DIN: 06428975) the retiring Director, be and is hereby re-elected as Director of the Company, liable for retirement by rotation. SPECIAL BUSINESS 4. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED THAT, pursuant to Section 148(3) of the Companies Act, 2013 and rule 6(2) of the Companies (Cost records and Audit Rules) 2014, M/s A.Gopala Iyengar, Cost Accountants (Registration No. 4915) be and are hereby appointed as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company pertaining to manufacture of (product/services) for financial year commencing on 1st April 2026 and ending on 31st March 2027 to hold office from conclusion of this meeting until conclusion of next Annual General Meeting. FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary, desirable or expedient to give effect to this resolution." 5. To consider and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 164, 196, 197 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory 2 47th Annual Report 2025-2026 MARIS SPINNERS LIMITED modification or re-enactment thereof, for the time being in force), and relevant SEBI Regulations and pursuant to Article of Articles of Association of the Company and subject to any other approvals as may be required, the consent of the members of the Company be and is hereby accorded for re- appointment of Mr. T Raghuraman (DIN : 01722570) as Managing Director of the Company for a period of Three years commencing from 23-09-2026 and ending on 22-09-2029 , upon the terms and conditions given below and in such a manner as the Board may deem fit and acceptable to Mr. T Raghuraman, Managing Director: TERMS AND CONDITIONS Remuneration 23-09-26 - 31/03/27 – Rs 2,00,000 per month 01/04/27 - 31/03/28 – Rs 2,25,000 per month 01/04/28 - 22/09/29 – Rs 2,50,000 per month which includes the Perquisites and benefits viz., Provident Fund and Superannuation Fund, Leave encashment as per the Rules of the Company, Gratuity as per the Gratuity Trust of the Company, use of Car, Telephone etc., FURTHER RESOLVED THAT in the absence of inadequacy of profits in any financial year during his tenure as Managing Director, Mr. T Raghuraman (DIN: 01722570) shall be paid the aforesaid remuneration as minimum remuneration for that year. RESOLVED FURTHER Mr. T Raghuraman (DIN: 01722570) Managing Director continue to hold the position of Managing Director even after he reaches 70 years. RESOLVED FURTHER THAT Mr. Raghuraman (DIN: 01722570) in the capacity of Managing Director will be entrusted with among others the powers, authorities, functions, duties, responsibilities by Board of Directors of the Company, from time to time. RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, deeds, and things and to execute all documents and writings and to file requisite e-forms with the appropriate authority within such time. By Order of the Board Place: Chennai N SRIDHARAN (FCS 1646) Date : 28.05.2026 Company Secretary and Compliance Officer 3 47th Annual Report 2025-2026 MARIS NOTES : 1. The relative explanatory statement, pursuant to Section 102 of the Companies Act, 2013, in respect of Special Business is annexed hereto. 2. The Ministry of Corporate Affairs (MCA), vide its General Circular No. 20/2020 dated 5th May, 2020 read with General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated 13th April, 2020 and other applicable circulars issued by the Securities and Exchange Board of India (SEBI), has allowed the Companies to conduct the AGM through Video Conferencing (VC) or Other Audio Visual Means (OAVM). 3. As the AGM shall be conducted through VC /OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice. 4. Corporate members intending to send their authorized representatives to attend the AGM pursuant to Section 113 of the Act, are requested to send to the Company, a certified copy (in PDF/JPG Format) of the relevant Board Resolution / Authority letter etc., authorizing its representatives to attend the AGM, by e mail to companysecretary@maris.co.in. 5. The Register of Members and share transfer books of the Company shall remain closed from 14.08.2026 to 20.08.2026 both the days inclusive for the purpose of Annual General Meeting. 6. The members are requested to communicate the change of address if any to the Registered Office of the Company or to the Share Transfer Agents M/s. Cameo Corporate Services Limited at Subramanian Building, No. 1, Club House Road, Chennai - 600 002. 7. As part of green initiative, members are requested to update their e-mail address at " investor@ [Showing first 8,000 characters — download PDF for full document]