5319782026-08-285319782026-08-282026-08-28ResolutionOrAgendaDomain15319782026-08-28ResolutionOrAgendaDomain15319782026-08-282026-08-28ResolutionOrAgendaDomain25319782026-08-28ResolutionOrAgendaDomain25319782026-08-282026-08-28ResolutionOrAgendaDomain35319782026-08-28ResolutionOrAgendaDomain35319782026-08-282026-08-28ResolutionOrAgendaDomain45319782026-08-28ResolutionOrAgendaDomain45319782026-08-282026-08-28ResolutionOrAgendaDomain55319782026-08-28ResolutionOrAgendaDomain55319782026-08-282026-08-28ResolutionOrAgendaDomain65319782026-08-28ResolutionOrAgendaDomain65319782026-08-282026-08-28ResolutionOrAgendaDomain75319782026-08-28ResolutionOrAgendaDomain75319782026-08-282026-08-28ResolutionOrAgendaDomain85319782026-08-28ResolutionOrAgendaDomain8xbrli:pureAmbika Cotton Mills LimitedAMBIKCONew2026-08-2812:27:00Ambika Cotton Mills Limited - 38th Annual General Meeting (AGM) of the members of the Company scheduled on Tuesday, 29th September, 2026 at 12.00 Noon through Video Conference (VC) / Other Audio Visual Means (OAVM)2026-08-28Annual General MeetingVideo Conference (VC) or Other Audio-Visual Means (OAVM)38Tuesday2026-09-2912:00:00Coimbatore8Ordinary ResolutionAdoption of Financial StatementsTo receive, consider, approve and adopt the Audited Financial Statements of the Company for the year ended 31 March, 2026 comprising of the Balance Sheet as at st st 31 March , 2026, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with theReports 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 31 March 2026 st comprising of the Balance Sheet as at st 31 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.Ordinary ResolutionOthersOthersTo 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, 22 September, 2026.Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRetirement by rotationTo 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 rotationNon-Executive - Non-Independent DirectorDr. K.Venkatachalam (DIN 01062171)010621712026-09-292029-09-28Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRe-appointmentRe 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.Executive DirectorSri. P.V. Chandran006284792027-04-012032-03-315Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointment/Continuation under Reg. 17(1A) of SEBI LODRApproval 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 from 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 th the age of 75 years on 14 July, 2027 and who 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.Non-Executive - Non-Independent DirectorDr. K.Venkatachalam (DIN 01062171)010621712026-09-292029-09-28Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRe-appointmentRe 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) consecutive years commencing from 12.08.2026 to 11.08.2031, not liable to retire by rotation. RESOLVED FURTHER THAT approval of the Members be and is hereby accorded for her continued holding of office as an Independent Woman Director by Mrs. Vijayalakshmi Narendra (DIN: 00412374) upon attaining the age of 75 years on 11.05.2031 pursuant to Regulation 17(1A) and proviso thereto of the SEBI (Listing Obligations and other Disclosure Requirements) Regulations, 2015. RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to take all such steps as maybenecessaryand/or give such directions as may be necessary, proper or expedient, to give effect to the aboveResolutionwithout being required to seek any further consent or approval of the Members and the Membersshallbe deemedtohavegiventheirapprovaltheretoexpresslybytheauthorityofthis Resolution.”Non-Executive - Independent DirectorMrs. Vijayalakshmi Narendra004123742026-08-122031-08-115Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationAppointmentAppointment of Sri K. Murali Mohan (DIN:00626361) as Independent 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, 160, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force) and Regulation 25 and 17(1A) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (as amended) and the Articles of Association of the Company and upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Sri K. Murali Mohan (DIN:00626361), aged 78 years, who had submitted a declaration that he meets the criteria for independence under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and whose name is included in the databank as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and who is eligible for appointment and in respect of whom the Company has received a Notice in writing under Section 160 of the Act from a Member signifying its intention to propose Sri K. Murali Mohan as a candidate for the office of Director of the Company, be and is hereby appointed as Non-Executive and Independent Director of the Company to hold office for an initial term of five (5) consecutive years from the conclusionof the th 38 Annual General Meeting up to the date of completion of 5 years or the date of 43rd Annual General Meeting whichever is earlier, and is not liable to retire by rotation. 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.Non-Executive - Independent DirectorSri K. Murali Mohan006263612026-09-292031-09-285Ordinary ResolutionOthersOthersTo ratify/confirm the Remuneration of the Cost Auditors for the financial year 2026-27To consider and if deemed fit, to pass the following resolution with or without modification(s) as an Ordinary Resolution. “RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder, the remuneration payable to the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial st year ending March 31 , 2027, as set out in the Explanatory Statement annexed to the Notice convening this Meeting be and is here by ratified and confirmed". RESOLVED FURTHER THAT the Board of Directors of the Company be and is here by authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”