NOTICE OF 9TH ANNUAL GENERAL MEETING

Meeting Details

  • Date: Wednesday, 30th September 2026
  • Time: 12:00 noon (IST)
  • Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Cut-off date for voting: 23rd September 2026
  • E-voting period: 27th September 2026 (10:00 am) to 29th September 2026 (5:00 pm)

Agenda Items

Ordinary Business

1. Adoption of Audited Standalone Financial Statements for FY ended 31 March 2026 with Reports of Board of Directors and Auditors

2. Adoption of Audited Consolidated Financial Statements for FY ended 31 March 2026 with Report of Auditors

3. Appointment of Mr. Nishith Rameshchandra Shah (DIN: 05224173) who retires by rotation as Director

Special Business

4. Regularization of Mr. Anil Kapoor (DIN: 09783578) as Non-Executive Independent Director for term from 23rd July 2026 to 22nd July 2031

Key Financial Figures (Standalone)

Income Statement (₹ in Lakhs):

| Particulars | FY 2026 | FY 2025 |

| Revenue from Operations | 4,093.69 | 2,189.01 |

| Other Income | 27.81 | 0.97 |

| Total Income | 4,121.50 | 2,189.98 |

| Total Expenses | 3,507.42 | 2,000.82 |

| Profit before tax | 614.08 | 189.16 |

| Current Tax | 158.43 | 42.34 |

| Current tax - earlier years | 21.32 | - |

| Deferred tax benefit | (12.55) | (5.20) |

| Profit for the year | 446.89 | 135.07 |

| EPS (Basic & Diluted) | 7.31 | 4.31 |

Consolidated Performance (₹ in Lakhs):

  • Revenue from Operations: 4,093.69
  • Profit Before Tax: 542.38
  • Profit After Tax: 393.23
  • Note: No comparative figures available as first-time consolidation

Balance Sheet Highlights (Standalone as at 31 March 2026)

  • Share Capital: Authorized ₹900 lakhs (90 lakh shares); Paid-up ₹611.62 lakhs (61,16,193 shares)
  • Reserves and Surplus: ₹985.23 lakhs
  • Total Assets: ₹3,959.50 lakhs
  • Current Assets: ₹2,569.04 lakhs (including Inventories ₹452.90 lakhs, Trade Receivables ₹1,577.23 lakhs)
  • Current Liabilities: ₹2,013.22 lakhs

Loans from Directors & Relatives

Company accepted and repaid unsecured loans from Directors and relatives during FY 2025-26:

  • Suraj Vernekar: Received ₹171.95 lakhs, repaid ₹11.59 lakhs, outstanding ₹186.23 lakhs
  • Nishith Rameshchandra Shah: Received ₹57.56 lakhs, repaid ₹3.78 lakhs, outstanding ₹73.78 lakhs
  • Dattatreya (Father of Suraj Vernekar): Received ₹0.30 lakhs, repaid ₹0.30 lakhs, outstanding NIL
  • Total transactions: ₹46.17 lakhs received, ₹15.66 lakhs repaid, ₹260.03 lakhs outstanding

Corporate Developments

Subsidiary Formation:

  • Incorporated wholly-owned subsidiary "Solar Robotics Company" in Saudi Arabia on 28th May 2025
  • Nature of business: Electronic components, metal forming machines, transformational manufacturing
  • Investment: SAR 50,000 (100 equity shares of SAR 500 each)
  • Loan provided: ₹71.70 lakhs inter-corporate loan

IPO Progress:

  • Members approved Initial Public Offering through EGM on 8th November 2025
  • Filed Draft Red Herring Prospectus with BSE SME on 31st December 2025
  • Received In-Principle Approval/Observation Letter from BSE on 16th March 2026
  • Proposed fresh issue: Up to 22,58,400 Equity Shares of ₹10 each

Board Composition Changes during FY 2025-26:

  • Mr. Suraj Vernekar re-designated as Managing Director (01/07/2025)
  • Mr. Pratap Chandra Mishra appointed as CFO (01/07/2025)
  • Ms. Surbhi Sharma appointed as Company Secretary (01/07/2025)
  • Mr. Sandeep Singh and Mr. Sreenatha Madanayakanahalli Vivin Kumar appointed as Additional Independent Directors (01/07/2025), regularized at EGM (01/08/2025)

Director Details

Mr. Nishith Rameshchandra Shah (Retiring by rotation):

  • DIN: 05224173, Age: 67 years
  • Designation: Non-Executive, Non-Independent Director
  • Experience: 32 years in electrical wholesale business
  • Shareholding: 13,14,212 shares (21.49%)
  • First appointment: 13th August 2019
  • Board meetings attended: 15 out of 15

Mr. Anil Kapoor (Proposed Independent Director):

  • DIN: 09783578, Age: 65 years
  • Experience: 43 years professional experience, retired as Lieutenant General from Indian Army
  • Previous roles: Senior VP at Amity Institute of Defence Technology, Vice President at Asset Management Society India
  • Current: Professor of Practice at IIT Tirupati
  • Term: 23rd July 2026 to 22nd July 2031 (5 years)
  • Shareholding: Nil

Corporate Governance

Board Meetings: 15 meetings conducted during FY 2025-26

Committee Composition:

  • Audit Committee: 5 meetings (Chairman: Mr. Sreenatha Madanayakanahalli Vivin Kumar)
  • Nomination and Remuneration Committee: 1 meeting (Chairman: Mr. Sreenatha Madanayakanahalli Vivin Kumar)
  • Stakeholders' Relationship Committee: 1 meeting (Chairman: Mr. Sreenatha Madanayakanahalli Vivin Kumar)
  • IPO Committee: 6 meetings (Chairman: Mr. Suraj Vernekar)

Policies Implemented: Materiality of Events, Document Preservation, Insider Trading Code, Related Party Transactions, Material Subsidiary, Nomination & Remuneration, Vigil Mechanism, POSH Policy

Foreign Exchange Transactions

  • Foreign Exchange Earned: ₹1,661.24 lakhs
  • Foreign Exchange Used: ₹1,006.69 lakhs
  • Foreign Currency Exposure: Trade Receivables of USD 655,010 (₹620 lakhs)

Other Material Information

  • Dividend: No dividend recommended for FY 2025-26
  • Borrowings: Total borrowing ₹1,192.56 lakhs (including bank OD ₹390 lakhs)
  • Contingent Liabilities: None reported
  • Related Party Transactions: No transactions under Section 188(1) of Companies Act, 2013
  • Deposits: No deposits accepted during the year
  • CSR: Not applicable to the company

Voting Arrangements

  • Scrutinizer: M/s. Pawan Bisht & Associates, Practicing Company Secretaries
  • E-voting agency: Central Depository Services (India) Limited (CDSL)
  • Results declaration: On company website and BSE Limited