Promoter S K Sundararaman will acquire 1,50,000 equity shares of Shiva Texyarn from Vedanayagam Hospital Private Limited. The inter-se transfer is scheduled for September 9, 2026.

The transaction involves the acquisition of shares representing 1.16% of the company’s total share capital. It falls under Regulation 10(1)(a) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Transaction Details

The acquisition price is determined based on the volume-weighted average market price for the 60 trading days preceding the notice issuance. The reference price stands at ₹156.56. The acquirer has declared that the final acquisition price will not exceed 25% above this computed benchmark.

Shareholding Impact

Following the transfer, S K Sundararaman’s holding will rise from 50,760 shares (0.39%) to 2,00,760 shares (1.55%). Conversely, Vedanayagam Hospital Private Limited’s stake will decrease from 85,60,466 shares (66.04%) to 84,10,466 shares (64.88%).

Regulatory Compliance

Both parties have declared compliance with Chapter V of the Takeover Regulations for the three years prior to the proposed acquisition. Additionally, both promoters submitted declarations under Regulation 31(4) confirming no encumbrance on their respective shareholdings for the financial year ended March 31, 2026.

Shiva Texyarn shareholders overwhelmingly approved all six resolutions at the company's 45th Annual General Meeting on August 27, 2026, with voting results showing near-unanimous support.

The consolidated scrutinizer's report confirmed that 96,02,709 shares voted in favour of each resolution, representing 100% of the total votes polled (96,02,710). Only one share was cast against each item. The meeting was conducted via Video Conferencing or Other Audio-Visual Means, with Chairman S V Alagappan presiding from the registered office in Coimbatore.

Key Resolutions Passed

Shareholders voted on four ordinary business items and two special business items. The Board proposed the final dividend, which was approved by members alongside the adoption of new corporate governance frameworks.

Special resolutions focused on statutory compliance:

• Altering the object clause of the Memorandum of Association to enlarge operational areas.
• Adopting new Articles of Association compliant with the Companies Act, 2013, replacing the existing AOA based on the erstwhile Companies Act, 1956.

Ordinary resolutions included:

• Approval of standalone and consolidated financial statements for FY26.
• Declaration of a 6% dividend on equity shares.
• Reappointment of Smt. S Sujana Abirami as a director.
• Ratification of remuneration for M Nagarajan, the Cost Auditor.

Voting Details

The e-voting process was managed by MUFG Intime India Private Limited. Remote e-voting remained open for three days from August 24 to August 26, 2026. The AGM commenced at 10:00 am and concluded around 10:53 am. E-voting closed shortly after at 11:08 am.

R Dhanasekaran served as the independent scrutinizer. The data was unblocked and downloaded in the presence of two witnesses not employed by the company, ensuring procedural transparency under Section 108 of the Companies Act, 2013 and SEBI Listing Regulations.

Governance and Operations

Thirty-seven members representing 96,04,285 shares attended the meeting. Key attendees included Managing Director S K Sundararaman, CFO C Krishnakumar, and statutory auditors from VKS Aiyer & Co.

Managing Director S K Sundararaman briefed members on operational challenges, citing spiraling cotton prices. He outlined measures taken to improve efficiency and cost control amidst these industry headwinds. The alteration to the main object clause involves inserting a new clause III(A)(2) to enable enlarged operational areas, while irrelevant clauses were deleted or regrouped to align with current statutory provisions.