Key Dates

  • AGM Date: Thursday, 30th July, 2026 at 5:00 PM IST
  • Record Date for Dividend & Voting Eligibility: Thursday, 23rd July, 2026
  • Remote E-Voting Period: Commences 9:00 AM IST on Saturday, 25th July 2026, ends 5:00 PM IST on Wednesday, 29th July 2026
  • New Independent Director Term: 20th May 2026 to 19th May 2031
  • Executive Director Terms: 1st January 2027 to 31st December 2029

Dividend Information

  • The Board has recommended a final dividend of ₹1 per equity share (face value ₹5), representing a 20% payout for the financial year 2025-26.
  • Dividend payment is subject to declaration at the AGM.
  • Payment will be made to members on the register as of the record date, 23rd July 2026.
  • Dividend will be paid electronically. Members must ensure bank details are updated with their Depository Participants (for demat holdings) or with the Registrar and Transfer Agent (RTA), Computech Sharecap Limited, for physical holdings.
  • Taxation: TDS will be applicable as per the Income Tax Act, 2025. Resident individuals can submit Form No. 12B to avoid TDS if their total dividend income is below taxable limits. No TDS if dividend is below ₹10,000 for the financial year. Non-resident members must provide PAN, TRC, Form 10-F, and other relevant documents to avail beneficial DTAA rates.

AGM and Voting Details

  • The 50th AGM will be conducted entirely through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The deemed venue is the Registered Office at Industrial Area, Dahod Road, Banswara – 327001, Rajasthan.
  • The facility for appointing proxies is not available for this virtual AGM.
  • The Notice and Annual Report for FY2025-26 will be sent electronically to members with registered email addresses. Physical copies will not be dispatched.
  • Remote e-Voting: Members can vote electronically from 25th to 29th July 2026. Detailed login instructions are provided for shareholders holding shares in both dematerialized and physical form.
  • Scrutinizer: CS Mihen Halani (FCS 9926) of Mihen Halani & Associates has been appointed to scrutinize the e-voting process.

Ordinary Business to be Transacted

1. Adoption of Audited Standalone and Consolidated Financial Statements for the year ended 31st March 2026, along with the Reports of the Board of Directors and Auditors.

2. Declaration of the final dividend.

3. Appointment of Mr. Ravindrakumar Toshniwal (DIN: 00106789), who retires by rotation and is eligible for re-appointment.

Special Business to be Transacted

4. Ratification of Cost Auditor Remuneration

  • To ratify the payment of remuneration to M/s. K.G. Goyal & Co. (Firm Registration No. 000017) for conducting the cost audit for FY2026-27.
  • Remuneration: ₹2,60,000/- (Rupees Two Lakh Sixty Thousand) plus applicable taxes and reimbursement of out-of-pocket expenses.

5. Re-appointment of Mr. Rakesh Mehra as Chairman and Whole-time Director

  • Proposed Term: 3 years, from 1st January 2027 to 31st December 2029.
  • Remuneration Details:
  • Basic Salary: ₹23,00,000 per month from 1st Jan 2027, with an annual increment of ₹1,50,000 on 1st January each year (Scale: 23,00,000 – 1,50,000 – 26,00,000).
  • Commission: Entitled to a commission on net profits, as recommended by the NRC. The available profit will be equally distributed amongst Mr. Rakesh Mehra, Mr. Ravindrakumar Toshniwal, and Mr. Shaleen Toshniwal.
  • Perquisites: House Rent Allowance (50% of basic salary), club membership fees for 2 clubs, company car with driver, telephone facility, reimbursement of business expenses, Provident Fund (12% company contribution), gratuity, leave encashment, and group insurance (Mediclaim & Accidental).
  • Notice Period: 3 months for termination by either party.

6. Re-appointment of Mr. Ravindrakumar Toshniwal as Vice Chairman and Whole-time Director

  • Proposed Term: 3 years, from 1st January 2027 to 31st December 2029.
  • Remuneration Details:
  • Basic Salary: ₹14,75,000 per month from 1st Jan 2027, with an annual increment of ₹1,00,000 on 1st January each year (Scale: 14,75,000 – 1,00,000 – 16,75,000).
  • Commission & Perquisites: Same structure as Mr. Rakesh Mehra (equal profit share, HRA, club fees, car, etc.).
  • Notice Period: 3 months for termination by either party.

7. Re-appointment of Mr. Shaleen Toshniwal as Managing Director

  • Proposed Term: 3 years, from 1st January 2027 to 31st December 2029.
  • Remuneration Details:
  • Basic Salary: ₹13,75,000 per month from 1st Jan 2027, with an annual increment of ₹1,00,000 on 1st January each year (Scale: 13,75,000 – 1,00,000 – 15,75,000).
  • Commission & Perquisites: Same structure as the other directors (equal profit share, HRA, club fees, car, etc.).
  • Notice Period: 3 months for termination by either party.
  • Not liable to retire by rotation.

8. Appointment of Mr. Udeypaul Singh Gill as Non-Executive Independent Director

  • Proposed Term: First term of 5 consecutive years, from 20th May 2026 to 19th May 2031.
  • Remuneration: Entitled to sitting fees for Board and Committee meetings, as approved by the Board. No other remuneration is proposed.
  • Continuation beyond 75: The resolution seeks approval for him to continue as a director after attaining the age of 75 during his tenure.
  • Qualifications: MBA from PAU, Ludhiana, and B.Sc. (Honours) in Economics. He has over four decades of experience as an executive and strategist in fibers, chemicals, fertilizers, banking, textiles, and consulting.

Financial and Operational Context (From Explanatory Statement)

  • Industry: Manufacturing of Textile Products.
  • FY2025-26 Financials: The company recorded a turnover of ₹1,355.78 Crore and a profit after tax of ₹28.40 Crore.
  • Past Remuneration (FY2025-26):
  • Mr. Rakesh Mehra: ₹399.46 Lakhs
  • Mr. Ravindrakumar Toshniwal: ₹253.46 Lakhs
  • Mr. Shaleen Toshniwal: ₹234.00 Lakhs

Other Key Information from the Notice

  • Unclaimed Dividend: Unclaimed dividends amounting to ₹2,18,482/- pertaining to FY2017-18 were transferred to the Investor Education and Protection Fund (IEPF).
  • Share Transfer: All share transfers, transmissions, and other service requests will be processed only in dematerialized form as per SEBI mandates.
  • Green Initiative: The company supports green initiatives and is sending the notice and annual report only electronically.
  • RTA: Computech Sharecap Limited is the Registrar and Transfer Agent.