Shareholders meeting

Ambika Cotton Mills Limited 28/08/2026 Ref.No. ACM/SE/20/2026-27 LISTING COMPLIANCE DEPARTMENT BSE Limited The National Stock Exchange Phiroze Jeejeebhoy of India Ltd. Exchange Tower, Dalal Street, Plaza, Plot No. C/1, G Block, Mumbai – 400001 Bandra Kurla Complex, Bandra Scrip Code: 531978 (E), Mumbai – 400051 Symbol: AMBIKCO Dear Sirs, Filing of Notice of AGM & Annual Report of the Company – FY 2025-26 Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Please find enclosed the Annual Report of the company for FY 2025-26 along with the Notice of the 38th Annual General Meeting to be held on Tuesday, 29th September, 2026. Kindly acknowledge the same. Thanking you. Yours faithfully, For Ambika Cotton Mills Limited Radhe Shyam Padia Company Secretary Reg Office: 15/ 9A, Valluvar Street, Sivanandha Colony, Coimbatore- 641012 Phone No : 0422-2491501/2491502 Fax No : 0422-2499623 e Mail : ambika@acmills.in website : www.acmills.in CIN: L17115TZ1988PLC002269 AMBIKA COTTON MILLS LIMITED Registered Office : No.15/9 A , Valluvar Street, Sivanandha Colony, Coimbatore - 641 012. Ph. : +91 422 2491504, 2491505 CIN No.L17115TZ1988PLC002269 website – www.acmills.in, Email –id – ambika@acmills.in NOTICE OF THE MEETING Notice is hereby given that the Thirty Eighth Annual General meeting of the Company will be held on Tuesday 29th September, 2026 at 12.00 Noon through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following businesses: A. ORDINARY BUSINESS : 1. To receive, consider, approve and adopt the Audited Financial Statements of the Company for the year ended 31 st March, 2026 comprising of the Balance Sheet as at 31 st March , 2026, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with the Reports of Directors and Auditors thereon. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution RESOLVED THAT the audited financial statements of the Company, for the year ended 31st March 2026 comprising of the Balance Sheet as at 31st March, 2026, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with the notes forming part thereof along with the Report of the Board of Directors and Auditors thereon as placed before the Members, be and is hereby approved and adopted. 2. To declare a Final Dividend of for the Financial Year 2025-2026. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution RESOLVED THAT a final dividend of Rs.37/- per Equity Share of Rs.10 each be and is hereby declared for the Financial Year 2025-2026, to the Members who are entitled as on Tuesday, 22nd September, 2026. 3. To appoint a Director in place of Dr. K.Venkatachalam (DIN 01062171) who retires by rotation and being eligible offers himself for re-appointment. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution RESOLVED THAT pursuant to the provisions of Section 152 of the Companies act, 2013 (“Act”) read with the rules made thereunder (including any statutory modification(s) or re- enactment (s) thereof for the time being in force Dr. K.Venkatachalam (DIN:01062171) , who retires by rotation at this Annual General Meeting and being eligible for such reappointment be and is hereby reappointed as Director of the company liable to retire by rotation B. SPECIAL BUSINESS(ES) 4. Re Appointment of Sri. P.V. Chandran (DIN:00628479) as Managing Director To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V thereto and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to the recommendation of the Nomination and Remuneration Committee and re-appointment of Sri. P.V.Chandran (DIN:00628479) as the Managing Director of the Company by the Board of Directors , the consent and approval of the members of the Company be and is hereby accorded to the re-appointment of Sri. P.V. Chandran (DIN:00628479) as the Managing Director of the Company for a period of 5 years with effect from 01.04.2027 to 31.03.2032 at a remuneration of Rs.2,00,000/-per month and sitting fees for the meetings of the Board of Directors attended by him RESOLVED FURTHER THAT in accordance with the provisions of Section 196(3)(a) of the Companies Act, 2013, the approval of the members by way of this Special Resolution be and is hereby accorded for the re- appointment of Sri. P.V. Chandran (DIN:00628479) , who is aged 77 (Seventy Seven) years. RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to take all such steps as may be necessary and/or give such directions as may be necessary, proper or expedient, to give effect to the above Resolution without being required to seek any further consent or approval of the Members and the Members shall be deemed to have given their approval thereto expressly by the authority of this Resolution. 5. Approval for Continued Holding of Office by Dr. K. Venkatachalam (DIN: 01062171) as Non-Executive Director upon attaining the age of 75 Years and thereafter in accordance with Regulation 17(1A) and the proviso there to of SEBI (Listing Obligations and Disclosure Requirements) To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Regulation 17(1A) and the proviso thereto of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended f rom time to time, and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the approval of the members be and is hereby accorded for continued holding of office by Dr. K. Venkatachalam (DIN: 01062171) as Non-Executive Director, liable to retire by rotation upon attaining the age of 75 years on 14th July, 2027 and w ho has been proposed to be reappointed as such director in terms of Resolution 3 above, . RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to take all such steps as may be necessary and/or give such directions as may be necessary, proper or expedient, to give effect to the above Resolution without being required to seek any further consent or approval of the Members and the Members shall be deemed to have given their approval thereto expressly by the authority of this Resolution. 6. Re Appointment of Mrs. Vijayalakshmi Narendra (DIN: 00412374) as Independent Women Director To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV to the Act, and Regulation 25 and 17(1A) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval of the Members of the Company be and is hereby accorded for the re-appointment of Mrs. Vijayalakshmi Narendra (DIN: 00412374) as an Independent Woman Director of the Company for a second term of five (5) c [Showing first 8,000 characters — download PDF for full document]