Detailed Summary

Nature of the Disclosure

This is a regulatory filing pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, summarizing the proceedings of the 50th Annual General Meeting (AGM) of Banswara Syntex Limited.

Meeting Details

The 50th AGM was held on Thursday, 30th July, 2026, from 5:00 P.M. to 6:40 P.M. (IST) through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The meeting was conducted using the WebEx platform provided by Central Depository Services (India) Limited (CDSL). The proceedings were webcast on the CDSL website. The meeting was deemed to be conducted at the Registered Office of the Company at Industrial Area, Dahod Road, Post Box No. 21, Banswara – 327001 (Rajasthan).

Attendance

Board of Directors Present:

  • Mr. Rakesh Mehra (Chairman)
  • Mr. Ravindrakumar Toshniwal (Vice Chairman)
  • Mr. Shaleen Toshniwal (Managing Director)
  • Mrs. Kavita Soni (Whole-Time Director and Chairperson of the Corporate Social Responsibility Committee)
  • Mr. Jagdeesh Mal Mehta (Independent Director, Chairperson of the Nomination & Remuneration Committee, Chairperson of the Stakeholders Relationship Committee, Member of Audit Committee and Representative of Chairman of Audit Committee)
  • Mr. Ajay Sharma (Independent Director)
  • Mr. Rahul Mehta (Independent Director)
  • Mr. Udeypaul Singh Gill (Independent Director)

Key Management and Invitees Present:

  • Ms. Kavita Gandhi (Chief Financial Officer)
  • Mr. Shailendra Kumar Pandey (Business Head – Fabrics)
  • Mr. B.C. Kaushik (Business Head – Yarn)
  • Mr. S.K. Bhomia (Sr. Vice President Operations)
  • Mr. Indrajeet Sukate (Head – Corporate Human Resources)
  • Mr. Amber Jaiswal (Partner, K G Somani & Co. LLP, Statutory Auditors)
  • Mr. Ankush Sharma (Representative of K G Somani & Co. LLP, Statutory Auditors)
  • Mr. Ankit Maheshwari (Partner, M/s Ankit Maheshwari & Associates, Internal Auditor)
  • Mr. Praveen Verma (Representative, M/s Ankit Maheshwari & Associates, Internal Auditor)
  • CS Milin Ramani (Representative of M/s. Mihen Halani & Associates, Scrutinizer and Secretarial Auditors)
  • Mr. Dattaram Shinde (Secretarial & Legal Advisor)
  • Mrs. Arti Shinde (Secretarial & Legal Advisor)

70 members attended the meeting through video conferencing or via authorized representatives.

Business Transacted

The following business items were proposed and voted upon:

Ordinary Business:

1. To receive, consider and adopt:

a) The Audited Standalone Financial Statements for the financial year ended 31st March, 2026, together with the Reports of the Board of Directors and Auditors thereon.

b) The Audited Consolidated Financial Statements for the financial year ended 31st March, 2026, together with the Reports of the Auditors thereon.

2. To declare a final dividend on Equity Shares for the financial year ended 31st March, 2026.

3. To appoint a director in place of Mr. Ravindrakumar Toshniwal (DIN: 00106789), Vice Chairman, who retires by rotation and offered himself for re-appointment.

Special Business:

4. To ratify the remuneration to the Cost Auditors for the Financial Year 2026-27.

5. To consider and approve the re-appointment of Mr. Rakesh Mehra (DIN: 00467321) as Chairman and Whole-time Director of the Company. (Special Resolution)

6. To consider and approve the re-appointment of Mr. Ravindrakumar Toshniwal (DIN: 00106789) as Vice Chairman and Whole-time Director of the Company. (Special Resolution)

7. To consider and approve the re-appointment of Mr. Shaleen Toshniwal (DIN: 00246432) as Managing Director of the Company. (Special Resolution)

8. To consider and approve the appointment of Mr. Udeypaul Singh Gill (DIN: 00004340) as Non-Executive Independent Director of the Company. (Special Resolution)

Key Procedural Notes

  • The meeting was conducted in compliance with circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI), and the provisions of the Companies Act, 2013.
  • The statutory registers and documents were available for electronic inspection by members.
  • CS Mihen Halani (FCS 9926), Proprietor of M/s. Mihen Halani & Associates, was appointed as the Scrutinizer to scrutinize the votes cast through remote e-voting and e-voting at the AGM.
  • The Chief Financial Officer confirmed that there were no qualifications, reservations, or adverse remarks in the Statutory Audit Report and Secretarial Audit Report that would have an adverse effect on the Company's functioning.
  • A question-and-answer session was held where registered speaker members raised questions, which were responded to by the Chairman.
  • The consolidated results of the e-voting along with the Scrutinizer's report were to be declared within prescribed timelines.
  • Requisite quorum as required under Section 103 of the Companies Act, 2013, was present throughout the meeting.

The AGM concluded at 6:40 P.M. (IST) with a vote of thanks to the Chair.