Meeting Details

The 42nd Annual General Meeting was held on Tuesday, September 29, 2026, from 5:30 PM to 6:00 PM (IST) through Video Conferencing/Other Audio Visual Means. The registered office at Commercial House, 3-4, Jaora Compound M.Y.H Road, Indore (M.P.) 452001 was deemed as the venue.

Attendance and Quorum

As per the scrutinizer's report from CDSL, 64 members were present through video conferencing. Adequate quorum was present as required by law.

Key Officials Present

Directors:

  • Shri Anil Choudhary (Chairman)
  • Shri Ravindra Choudhary (CEO)
  • Shri Sunil Agrawal (Chairman of Audit Committee)
  • Smt. Ranjana Choudhary (Whole-time Director)

Key Managerial Personnel:

  • Shri Abhishek Jain (CFO & Compliance Officer)
  • Shri Ashay Choudhary (Vice President-Technical Textile)
  • Shri Sandeep Patel (Company Secretary)

Special Invitees:

  • CS Ishan Jain (Secretarial Auditor and Scrutinizer)
  • CA Ashok Kumar Agarwal (Statutory Auditor)

Voting Process

The company engaged Central Depository Services (India) Limited (CDSL) for e-voting services and VC/OAVM facility. E-voting commenced on Saturday, September 26, 2026, at 9:00 AM and ended on Monday, September 28, 2026, at 5:00 PM. Additional voting time of 15 minutes was provided after the meeting conclusion.

Cut-off date for determining members entitled to vote was September 22, 2026.

Resolutions and Voting Results

Ordinary Business by Ordinary Resolution

1. Approval of Financial Statements

Approval and adoption of Standalone and Consolidated Audited Financial Statements for FY2025-26 ending March 31, 2026, including Balance Sheet, Statement of Profit & Loss, Cash Flow, Statement of Changes in Equity and notes thereto.

Voting Results:

  • Total shares: 4,19,52,200
  • Votes polled: 1,42,84,395 (34.0492% of outstanding shares)
  • Votes in favor: 1,42,84,395 (100%)
  • Votes against: 0 (0%)

2. Dividend Declaration

Declaration of dividend on 4,19,52,200 equity shares of ₹10 each for financial year ended March 31, 2026.

Voting Results:

  • Total shares: 4,19,52,200
  • Votes polled: 1,42,84,395 (34.0492% of outstanding shares)
  • Votes in favor: 1,42,84,395 (100%)
  • Votes against: 0 (0%)

3. Re-appointment of Director

Appointment of Shri Anil Choudhary (DIN:00017913) who retired by rotation and offered himself for re-appointment.

Voting Results:

  • Total shares: 4,19,52,200
  • Votes polled: 1,42,84,395 (34.0492% of outstanding shares)
  • Votes in favor: 1,42,84,395 (100%)
  • Votes against: 0 (0%)

Special Business by Special Resolution

4. Re-appointment of Chairman & Managing Director

Re-appointment of Shri Anil Choudhary (DIN:00017913) as Chairman & Managing Director for 3 years effective February 20, 2027.

Remuneration Terms:

  • Basic remuneration: Up to ₹10,00,000 per month
  • Commission: 2% of net profits
  • Mediclaim/accidental insurance: Premium not exceeding ₹1,00,000 annually
  • LTC: For self and family once a year up to ₹10,00,000
  • Other perquisites as allowed under Income Tax
  • Additional benefits: PF, gratuity, privilege leave encashment
  • Facilities: Car with driver, telephone, internet, cell phone

Voting Results:

  • Total shares: 4,19,52,200
  • Votes polled: 1,42,84,395 (34.0492% of outstanding shares)
  • Votes in favor: 1,42,83,675 (99.9949%)
  • Votes against: 720 (0.0051%)

5. Re-appointment of Whole-time Director

Re-appointment of Smt. Ranjana Choudhary (DIN:03349699) as Whole-time Director & KMP for 3 years effective June 1, 2027.

Remuneration Terms:

  • Remuneration: Not exceeding ₹3,50,000 per month
  • Benefits: PF, gratuity, privilege leave encashment
  • Facilities: Car with driver, telephone, internet, cell phone

Voting Results:

  • Total shares: 4,19,52,200
  • Votes polled: 1,42,84,395 (34.0492% of outstanding shares)
  • Votes in favor: 1,42,83,675 (99.9949%)
  • Votes against: 720 (0.0051%)

6. Preferential Issue of Convertible Warrants

Issuance of 3,25,000 warrants convertible into equity shares of ₹10 each at ₹283 per warrant (₹10 face value + ₹273 premium) aggregating ₹9,19,75,000 to promoters and promoter group.

Allottees and Allocation:

1. Shri Mohan Lal Choudhary (Promoter): 60,000 warrants

2. Shri Ravindra Kumar Choudhary (Promoter Group): 60,000 warrants

3. Shri Anil Choudhary (Promoter): 60,000 warrants

4. Shri Ashay Choudhary (Promoter Group): 42,500 warrants

5. Shri Pramal Choudhary (Promoter Group): 60,000 warrants

6. Smt. Vidhya Choudhary (Promoter Group): 42,500 warrants

Terms and Conditions:

  • Issue price: ₹283 per warrant
  • 25% payment (₹70.75) at allotment, 75% (₹212.25) before conversion
  • Conversion period: 18 months from allotment date
  • Conversion ratio: 1 equity share per warrant
  • Shares to rank pari-passu with existing shares
  • Lock-in as per SEBI ICDR Regulations

Voting Results:

  • Total shares: 4,19,52,200
  • Votes polled: 1,42,84,395 (34.0492% of outstanding shares)
  • Votes in favor: 1,42,84,395 (100%)
  • Votes against: 0 (0%)

7. Increase in Investment Limits

Increase in limits under Section 186 of Companies Act, 2013 for making investments/extending loans and giving guarantees to ₹200.00 crores.

Voting Results:

  • Total shares: 4,19,52,200
  • Votes polled: 1,42,84,395 (34.0492% of outstanding shares)
  • Votes in favor: 1,42,84,395 (100%)
  • Votes against: 0 (0%)

Special Business by Ordinary Resolution

8. Related Party Transactions Approval

Approval for material related party transactions under Section 188 of Companies Act, 2013 read with Regulation 23 of SEBI (LODR) Regulations, 2015 for amounts up to ₹75.00 crores in FY2026-27.

Voting Results:

  • Total shares: 4,19,52,200
  • Votes polled: 20,37,122 (4.8558% of outstanding shares)
  • Votes in favor: 20,37,122 (100%)
  • Votes against: 0 (0%)

Auditor Reports

  • Statutory Auditor Report: M/s Ashok Kumar Agrawal & Associates - no qualifications or negative remarks
  • Secretarial Audit Report: M/s Ishan Jain & Co. - no qualifications or negative remarks

Results Declaration

The results were declared on October 1, 2026, with the date of passing resolutions considered as September 29, 2026. The results were communicated to stock exchanges, submitted to CDSL, and hosted on the company website.

Document Certification

The minutes were recorded in the Minute Book on October 10, 2026, and signed by Anil Choudhary, Chairman of the Meeting & Managing Director (DIN: 00017913).