Key Event Details

  • The 79th Annual General Meeting (AGM) of the company will be held on Tuesday, 8th September, 2026 at 3:00 P.M. (IST).
  • The meeting will be conducted entirely through Video Conferencing (VC)/Other Audio Visual Means (OAVM) in compliance with the Companies Act, 2013, SEBI LODR Regulations, and relevant MCA and SEBI circulars.
  • The venue for the AGM is deemed to be the Registered Office of the company at 7, Council House Street, Kolkata, West Bengal - 700001.

Dividend Declaration (Item No. 2 - Ordinary Business)

  • The Board of Directors, at its meeting on 29th May, 2026, has recommended a dividend of ₹50 per equity share of ₹10 each (500%) for the financial year ended 31st March, 2026.
  • The dividend is subject to declaration by the shareholders at the AGM.
  • If declared, the dividend will be paid within three to four weeks from the date of the AGM.
  • The Record Date for determining entitlement to the dividend is fixed as 1st September, 2026.
  • For shares held in dematerialized form, payment will be based on beneficial ownership details from depositories.
  • For physical shareholders, dividend will be paid only through electronic mode as per SEBI circular, provided the folio is KYC compliant (PAN, contact details, bank account, specimen signatures registered).
  • The company will deduct Tax at Source (TDS) on the dividend as per the provisions of the Finance Act, 2020.

Cut-off and Record Date

  • The company has fixed 1st September, 2026 as the cut-off date for determining members eligible to vote at the AGM.
  • The same date, 1st September, 2026, is the Record Date for the dividend.
  • The Register of Members and Share Transfer Books will remain closed from 1st September, 2026 to 8th September, 2026 (both days inclusive).

Business to be Transacted at AGM

Ordinary Business

1. To receive, consider, and adopt the 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. To declare a dividend.

Special Business

Item No. 3: Appointment of Secretarial Auditor (Ordinary Resolution)

  • To appoint M/s. Ronak Jhuthawat & Co., Company Secretaries (Firm Regn. No. P2025RJ104300), as the Secretarial Auditor for a term of five consecutive years, from FY 2026-27 to FY 2030-31.
  • The proposed remuneration is ₹60,000 per annum (for the first year), plus applicable taxes and reimbursement of out-of-pocket expenses.
  • This appointment follows the resignation of the previous secretarial auditor, Shri Namo Narain Agarwal, due to health issues (resignation letter dated 13th May, 2026).
  • The firm has over 13 years of experience and has 21 qualified company secretaries, including three partners.

Item No. 4: Re-appointment of Director (Special Resolution)

  • To re-appoint Smt. Vinita Singhania (DIN: 00042983) as a Non-Executive Director liable to retire by rotation.
  • She has been a director since 2nd February, 2009 and retires by rotation at this AGM.
  • She is the Chairperson & Managing Director of JK Lakshmi Cement Ltd. and a director of JK Paper Ltd. and HEG Ltd.
  • She holds 151,187 equity shares (1.33%) in the company.
  • During FY 2025-26, she was paid ₹19.08 Lacs towards commission and sitting fees.
  • The resolution is a special resolution as required by SEBI LODR Regulation 17(1A).

Item No. 5: Re-appointment of CEO & CFO (Special Resolution)

  • To re-appoint Shri Upendra Kumar Gupta as 'Manager' with the designation 'Chief Executive Officer and Chief Financial Officer' for a further period of three years with effect from 1st July, 2026.
  • Financial Performance Context (FY 2025-26): Total Revenue & Other Income: ₹30,397.68 Lacs; Operating Profit: ₹14,694.24 Lacs; PBT: ₹14,145.19 Lacs; PAT: ₹11,977.42 Lacs.
  • Proposed Remuneration (w.e.f. 1st July 2026):
  • Salary: ₹6 Lacs per month, with a range of ₹5-11 Lacs per month (increments at Chairman's discretion).
  • Perquisites: Residential accommodation/HRA, medical reimbursement, leave travel, club fees, car with driver, etc.
  • Performance-linked incentive (determined by the Chairman).
  • Contributions to Provident Fund, Superannuation Fund, Gratuity, and encashment of unavailed leave as per company rules.
  • The resolution includes approval for paying the above as minimum remuneration in case of inadequacy or absence of profits.
  • The company is registered with the RBI as a Core Investment Company (CIC/ND/SI).

E-Voting and AGM Participation

  • Remote E-Voting Period: From Friday, 4th September, 2026 (10:00 A.M.) to Monday, 7th September, 2026 (5:00 P.M.).
  • E-voting services are provided by Central Depository Services (India) Limited (CDSL).
  • Shareholders as of the cut-off date (1st September 2026) can vote remotely or during the AGM.
  • Members can join the AGM via VC/OAVM 15 minutes before and after its commencement.
  • The facility is available on a first-come, first-served basis for up to 1,000 members, excluding large shareholders (2%+), promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors.
  • Shri Ronak Jhuthawat has been appointed as the Scrutinizer to scrutinize the e-voting process.
  • Detailed instructions for voting via CDSL/NSDL platforms for both demat and physical shareholders are provided in the notice.

Unclaimed Dividend and IEPF

  • The notice lists dividends due for transfer to the Investor Education and Protection Fund (IEPF) if unclaimed for 7 years:
  • FY 2019 (100%): Due 5th September 2026
  • FY 2019 (10% - from erstwhile Umang Dairies Ltd.): Due 26th October 2026
  • FY 2020 (150%): Due 26th March 2027
  • FY 2021 (75%): Due 16th September 2028
  • FY 2022 (150%): Due 19th September 2029
  • Shareholders are urged to claim unpaid dividends and update KYC details.

Other Instructions for Shareholders

  • Shareholders are requested to update their email addresses, mobile numbers, and other KYC details with their Depository Participants (for demat) or the RTA (for physical shares).
  • The company's Registrar and Transfer Agent is Alankit Assignments Ltd.
  • SEBI has mandated that all service requests (transmission, transposition, etc.) be processed in dematerialized form only.
  • Physical share transfer has been discontinued; shareholders are advised to dematerialize their holdings.
  • Relevant documents referred to in the notice are available for electronic inspection by members upon request.

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