Ordinary Business

1. Adoption of Financial Statements: To receive, consider, and adopt the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2026, including the Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, Statement of Changes in Equity, and the reports of the Board and Auditors.

2. Declaration of Dividend: To declare a dividend on the 4,03,39,200 equity shares of ₹10 each for FY2025-26. The company has fixed September 22, 2026 as the Record Date for determining eligibility. The dividend will be paid electronically within 30 days of the AGM.

3. Appointment of Director: To appoint a director in place of Shri Anil Choudhary (DIN:00017913), who retires by rotation and is eligible for re-appointment.

Special Business

4. Re-appointment of Shri Anil Choudhary as Chairman & Managing Director
  • Term: A further period of 3 years, effective February 20, 2027.
  • Remuneration:
  • Basic remuneration up to ₹10,00,000 per month.
  • Commission up to 2% of the net profits of the company.
  • Other perquisites subject to a maximum of ₹5,00,000 per month.
  • Additional Benefits (exempt from remuneration calculation):
  • Employer's contribution to PF as per company rules.
  • Gratuity as per Payment of Gratuity Act.
  • Encashment of earned privilege leave for 15 days' salary per year of completed service at tenure end.
  • Facilities: Company-provided car with driver (or reimbursement), and free use of telephone, internet at residence, and cell phone (personal long-distance calls billed to him).
  • The resolution seeks shareholder approval under Regulation 17(6)(e) of SEBI LODR Regulations, as the remuneration to executive promoter directors may exceed 5% of net profits.
  • In case of loss or inadequacy of profit, the above will be paid as minimum remuneration.
  • The appointment can be terminated with 6 months' advance notice or salary in lieu.
  • Shri Anil Choudhary holds 17,97,825 equity shares (4.46% of paid-up capital). His total remuneration for FY2025-26 was ₹69.00 lakhs.
5. Re-appointment of Smt. Ranjana Choudhary as Whole-time Director & KMP
  • Term: A further period of 3 years, effective June 1, 2027.
  • Remuneration: Not exceeding ₹3,50,000 per month.
  • Additional Benefits and Facilities: Identical to those provided to Shri Anil Choudhary (PF, gratuity, leave encashment, car, telephone/internet).
  • Smt. Ranjana Choudhary holds 6,64,800 equity shares (1.65% of paid-up capital). Her total remuneration for FY2025-26 was ₹18.00 lakhs.
6. Preferential Issue of Warrants to Promoters & Promoter Group
  • Instrument: Issuance of up to 3,25,000 warrants, each convertible into one equity share.
  • Issue Price: ₹283 per warrant (₹10 face value + ₹273 premium per share).
  • Total Amount: ₹9,19,75,000.
  • Allottees and Allocation:
  • Shri Mohan Lal Choudhary (Promoter): 60,000 warrants
  • Shri Ravindra Choudhary (Promoter Group): 60,000 warrants
  • Shri Ashay Choudhary (Promoter Group): 42,500 warrants
  • Shri Anil Choudhary (Promoter): 60,000 warrants
  • Shri Pramal Choudhary (Promoter Group): 60,000 warrants
  • Smt. Vidhya Choudhary (Promoter Group): 42,500 warrants
  • Payment Terms: 25% (₹70.75) payable on allotment; balance 75% (₹212.25) payable before conversion.
  • Conversion Period: 18 months from the date of allotment.
  • Objects of the Issue: The net proceeds (₹9.19 Cr) are proposed to be utilized for:
  • Repayment of Term Loan: ₹100.00 Lakhs
  • Working Capital: ₹300.00 Lakhs
  • Purchase of PPE: ₹149.01 Lakhs
  • Loans/Investments in Subsidiary: ₹150.00 Lakhs
  • General Corporate Purposes: ₹220.74 Lakhs
  • Pricing Justification: The price of ₹283 is higher than the minimum price of ₹282.89, calculated as the 10-day VWAP on NSE (the exchange with the highest trading volume) as of the Relevant Date, August 28, 2026.
  • Shareholding Impact: Post-issue and full conversion, the promoters' holding is expected to increase from 59.18% to approximately 61.05%.
  • Lock-in: The warrants and resultant equity shares will be subject to lock-in as per SEBI ICDR Regulations.
  • Relevant Date: Friday, August 28, 2026.
7. Increase in Limits u/s 186 of Companies Act, 2013
  • Seeks approval to increase the aggregate limit for making investments, giving loans, and providing guarantees/securities to persons/bodies corporate to ₹200.00 Crores. This is over and above the statutory limit of 60% of paid-up capital, free reserves, and securities premium account or 100% of free reserves and securities premium, whichever is higher.
8. Approval for Material Related Party Transactions
  • Related Party: Smartlift Bulk Packaging Limited, UK (Associate, 50% owned by CSBL).
  • Nature of Transactions: Purchase and sale of goods and materials.
  • Proposed Limit: Up to ₹75.00 Crores for FY 2026-27.
  • Breakdown: Purchase - ₹65 Cr; Sale - ₹10 Cr.
  • Justification: Transactions are in the ordinary course of business, on an arm's length basis, and intended to increase the company's turnover and global presence.
  • Historical Transactions: FY 2025-26: ₹2,661.71 Lakhs; Current FY (as of June 30, 2026): ₹614.38 Lakhs.
  • Voting Restriction: Related parties shall not vote on this resolution.

Voting and Meeting Logistics

  • Record Date: September 22, 2026 (for determining members entitled to vote and receive dividend).
  • E-Voting Period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM) via CDSL.
  • Share Transfer Books Closure: September 23, 2026, to September 29, 2026 (both days inclusive).
  • The meeting will be held via VC/OAVM in compliance with MCA circulars. The facility for appointing a proxy is not available.

Notes and Additional Information

  • The company encourages members to update their bank details, PAN, and contact information with their Depository Participants for seamless dividend payments and communication.
  • Members holding physical shares are urged to dematerialize them.
  • Unpaid dividend details for various years are provided, with amounts ranging from ₹40 to ₹1,21,806, and due dates for transfer to IEPF ranging from November 2027 to November 2032.
  • The explanatory statement provides detailed profiles of directors seeking appointment and justifications for all special business items.