Shareholders meeting

L.G. BALAKRISHNAN &B ROS LIMITED LGB/SEC/STK-AGM-2026 30.07.2026 BSE Limited National Stock Exchange of India Phiroze Jeejeebhoy Towers, Limited Dalal Street, "Exchange Plaza" Mumbai - 400 001 Bandra Kurla Complex, Bandra (E) Mumbai - 400 051 Scrip Code: 500250 ~crip Code: LGBBROSLTD Dear Sirs, Sub: Notice of 70th Annual General Meeting Pursuant to Regulation 30 read with paragraph A of Part A of Schedule III of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations), attached herewith the Notice and the Explanatory Statement of the 70th Annual General Meeting of the Company to be held on Wednesday, August 26, 2026 at 10.00 a.m. (1ST) via two-way Video Conference I Other Audio Visual Means. The said Notice forms part of the Integrated Annual Report FY 2025-2026 and is being sent through electronic mode to the shareholders of the Company. It is further confirmed that in compliance with the Circulars, the Notice convening the 70th AGM along with Annual Report for the financial year 2025-2026 is sent only through emails to all those shareholders whose email addresses are registered with the Company /Registrars and Transfer Agent/Depository Participant(s). The schedule of remote e-voting facility is set out as under (both days inclusive): Event Day, Date and Time Date and time of AGM Wednesday, August 26, 2026 (10.00 a.m. IST) Cut-off date for e-voting Wednesday, August 19, 2026 Commencement of remote e-voting Sunday, August 23, 2026 (9:00 a.m. IST) End of remote e-voting Tuesday, August 25, 2026 (5:00 p.m. IST) Kindly take the same on record Thanking you, Yours faithfully, For L.G.Balakrishnan & Bros Limited M.Lakshmi Kanth Joshi Senior General Manager (Legal) and Company Secretary Regd. Office : 6/16/13, Krishnarayapuram Road, Ganapathy, Coimbatore-641 006, Tamil Nadu, India. CIN : L29191TZ1956PLC000257 Ph : (0422) 2532325 E-mail : info@lgb.co.in Website : www.lgb.co.in ANNUAL REPORT 2025-2026 NOTICE OF 70TH ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE SEVENTIETH ANNUAL GENERAL MEETING (“AGM” / 70TH AGM) OF THE MEMBERS OF L.G. BALAKRISHNAN & BROS LIMITED (“THE COMPANY”) WILL BE HELD ON WEDNESDAY, 26TH DAY OF AUGUST 2026 AT 10.00 AM (IST) THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”) FACILITY WITHOUT THE IN-PERSON PRESENCE OF SHAREHOLDERS AT A COMMON VENUE TO TRANSACT THE FOLLOWING BUSINESS: AGENDA ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements (including Standalone and Consolidated Financial Statements) including the Statement of Profit and Loss (including other comprehensive income) along with the Cash Flow Statement, the Statement of Changes in Equity for the Financial Year ended March 31, 2026, Balance Sheet as at that date together with notes and the report of the Board of Directors and the Statutory Auditors thereon, including Annexures thereto. 2. To declare a Dividend of ` 22/- per equity share for the Financial Year ended March 31, 2026. 3. To appoint a Director in place of Sri.B.Vijayakumar (DIN: 00015583) who retires by rotation and being eligible offers himself for re-appointment. 4. To appoint a Director in place of Smt.Rajsri Vijayakumar (DIN: 00018244) who retires by rotation and being eligible offers herself for re-appointment. SPECIAL BUSINESS 5. Approval for the continuation of Sri.S.Sivakumar (DIN: 00016040) as a Non-Executive Non-Independent Director of the Company notwithstanding him attaining the age of 75 years. To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Regulation 17(1A) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other relevant rules, if any (including any statutory modification(s) or re-enactment thereof, for the time being in force) and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the approval of the members of the Company be and is hereby accorded for the continuation of Sri.S.Sivakumar (DIN: 00016040), who will be attaining the age of 75 (seventy five) years on 30th November, 2026, as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 6. Ratification of the remuneration payable to the Cost Auditor of the Company for the financial year 2026-27. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including any amendment(s), statutory modification(s) or any re-enactment(s) thereof, for the time being in force) the remuneration payable to Dr.G.L.Sankaran, Cost Accountant (Membership No.4482), who was re-appointed by the Board of Directors based on the recommendation of the Audit Committee as Cost Auditors to conduct the audit of the cost records of the company for the Financial 8 | L.G. BALAKRISHNAN & BROS LIMITED L.G. BALAKRISHNAN & BROS LIMITED | 9 Year ending March 31, 2027, amounting to ` 3,00,000/- (Rupees Three Lakhs Only) plus applicable taxes and reimbursement of travelling and other out-of-pocket expenses incurred by him in connection with the said audit, be and is hereby ratified and confirmed. RESOLVED FURTHER THAT the Board of Directors (including any committee thereof) of the company be and are hereby authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution and for matters connected therewith or incidental thereto. STATEMENT SETTING OUT THE MATERIAL FACTS PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013: The following statements sets out the material facts relating to the special business mentioned under Item No.5 to 6 in the accompanying Notice dated May 2, 2026, and shall be taken as forming part of the Notice. ITEM NO. 5 Sri.S.Sivakumar (DIN: 00016040) has been associated with the Company as a Non-Executive Non-Independent Director since 29th June 1996 and he will attain the age of 75 (seventy five) years on 30th November, 2026. Pursuant of Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations’), no listed Company shall appoint or continue the appointment of a Non-Executive Director, who has attained the age of 75 years, unless a special resolution is passed prior to the Non-Executive Director attaining the age of 75 years. Sri.S.Sivakumar (DIN: 00016040) has more than 39 years of rich industrial experience and during his long association with the Company, he has made valuable insights, and governance oversight, thereby contributing to the Company’s overall growth. Considering his varied experience and skills, deep understanding of the industry in which the Company operates, and his knowledge, the Board is of the opinion that Sri. S. Sivakumar (DIN: 00016040) has been an integral part of the Board and his continuation as a Non-Executive Non-Independent Director beyond the age of 75 years would be beneficial to the Company. Accordingly, the Nomination and Remuneration Committee, at their meeting held on 30th April 2026 and the Board of Directors, at their meeting held on 02nd May 2026, has recommended the continuation of Sri.S.Sivakumar (DIN: 00016040) as a Non-Execut [Showing first 8,000 characters — download PDF for full document]