AGM Details and Logistics

The notice is addressed to BSE Limited. The AGM will be conducted virtually. The notice shall also be available on the company's website in the FY 2026-27 Stock Exchange tab. The cut-off date for determining members entitled to vote is Friday, 24th July, 2026. The remote e-voting period begins at 9:00 a.m. IST on Tuesday, 28th July, 2026, and ends at 5:00 p.m. IST on Thursday, 30th July, 2026. Ms. Ruchita Patel, Company Secretary in Practice, has been appointed as the Scrutinizer for the e-voting process.

Ordinary Business

1. To receive, consider, and adopt the audited financial statements of the Company for the financial year ended on 31st March, 2026, along with the reports of the Board of Directors and the Auditors.

2. To re-appoint Mr. Ameet Nalin Parikh (DIN 00007036) as a Director who retires by rotation and is eligible for reappointment.

3. To consider and declare an Interim Dividend as the Final Dividend for FY25-26. The Board of Directors, at their meeting on 7th May 2026, recommended that the interim dividend of ₹12.00 per equity share (120%) declared and paid during the year be considered as the final dividend.

Special Business

4. Re-appointment of Mr. Ajay Naishad Desai as Whole-time Director: A special resolution is proposed to re-appoint Mr. Ajay Naishad Desai (DIN: 00452821) as Whole-time Director for a new term of five years, effective 1st March 2027. The resolution also seeks approval for his continuation beyond the age of 70 during this tenure.

5. Fixation of remuneration of Mr. Ajay Naishad Desai: A special resolution is proposed to fix his revised remuneration for the remainder of his current term, from 1st August 2026 to 28th February 2027.

  • Salary: Not exceeding ₹30.00 lakhs per month.
  • Total Ceiling: The total managerial remuneration (salary, perquisites, allowances) shall not exceed ₹360.00 lakhs (₹3.60 crores) per annum.
  • Other Benefits: Gratuity (not exceeding half a month's salary per completed year), encashment of leave (excluded from the ceiling), provision of a car with driver and telephone for company business (not considered a perquisite; personal use to be billed).
  • The resolution includes provisions for paying this minimum remuneration even in years of no or inadequate profits.

6. Continuation of appointment of Mr. Ajay Nalin Parikh as Whole-time Director: A special resolution is proposed to approve the continuation of Mr. Ajay Nalin Parikh (DIN: 00453711) as Whole-time Director for the remainder of his current term until 31st July 2028, notwithstanding that he may attain the age of 70 during this tenure.

7. Fixation of remuneration of Mr. Ajay Nalin Parikh: A special resolution is proposed to fix his revised remuneration for the period from 1st August 2026 to 31st July 2028.

  • The remuneration structure is identical to that proposed for Mr. Desai: a salary not exceeding ₹30.00 lakhs per month, with a total annual ceiling of ₹360.00 lakhs, and the same terms for gratuity, leave encashment, car, and telephone.

8. Ratification of Cost Auditors remuneration: An ordinary resolution is proposed to ratify the remuneration of ₹70,000 (plus applicable taxes and out-of-pocket expenses) for M/s. Diwanji & Co., Cost Accountants, who were appointed as Cost Auditors for the financial year 2026-27.

Financial and Operational Context (From Explanatory Statements)

  • The company operates in the engineering industry, manufacturing food processing plant, machinery, equipment, and dairy machinery since 1993.
  • For the year ended 31st March 2026, the company reported a net profit after tax of ₹3115.95 lakhs and exports of ₹2688.59 lakhs.
  • The rationale for the director reappointments and remuneration revisions is based on their extensive experience (over 43 years each), contribution to the company's growth, increased scale of operations, and business requirements. The Nomination and Remuneration Committee benchmarked the proposed remuneration against industry standards.
  • The company states it is earning profits but these may be deemed inadequate for the purpose of limits of managerial remuneration. It mentions steps like expansion of production capacity but notes that expected increases in productivity and profits are not measurable.

Dividend Details

  • Interim Dividend: ₹12.00 per equity share (120%) was declared and paid during FY25-26.
  • Final Dividend: The Board recommends this interim dividend be considered as the final dividend for FY25-26 upon shareholder approval.
  • Record Date: The dividend entitlement will be for members on the register as of the end of business hours on Friday, 24th July 2026.
  • Payment Mode: SEBI mandates electronic payment modes (ECS/NEFT/RTGS). Members are urged to update their bank details with their Depository Participants (for demat holdings) or with the RTA, MUFG Intime India Private Limited (for physical holdings).
  • Taxation: Dividend income is taxable in the hands of members, and the company will deduct tax at source at prescribed rates.

Voting Instructions

Detailed instructions are provided for shareholders to:

1. Attend the virtual meeting (InstaMeet platform).

2. Cast their votes remotely via e-voting through NSDL, CDSL, or the InstaVote platform provided by MUFG Intime India Private Limited, depending on their holding type (demat/physical) and shareholder category (individual/institutional).

Other Notes and Compliance

  • The notice includes extensive explanatory statements as required under Section 102 of the Companies Act, 2013, and SEBI LODR Regulations.
  • Detailed profiles of the directors seeking appointment/re-appointment are provided, including their DIN, age, experience, qualifications, current remuneration, shareholding, and other directorships.
  • Members are reminded about the mandatory dematerialization of securities, updating contact details, registering nominations, and the transfer of unclaimed dividends and shares to the Investor Education and Protection Fund (IEPF) after seven years.

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