Key Dates and Events

  • AGM Date: Wednesday, 30th September, 2026 at 3:30 PM IST
  • AGM Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Book Closure Period: Thursday, 24th September, 2026 to Wednesday, 30th September, 2026 (both days inclusive)
  • Cut-off Date for Voting: Wednesday, 23rd September, 2026
  • Remote e-Voting Period: Saturday, 26th September, 2026 (9:00 AM) to Tuesday, 29th September, 2026 (5:00 PM)

Ordinary Business

1. Adoption of Audited Standalone and Consolidated Financial Statements for FY ended 31st March, 2026

2. Re-appointment of Mr. Jaydev Mody (DIN: 00234797) who retires by rotation

Special Business

Item 3: Continuation of Independent Director Beyond Age 75
  • Resolution Type: Special Resolution
  • Director: Mr. Aurobind Patel (DIN: 00016628)
  • Current Age: 74 years
  • Age Threshold Date: 7th January, 2027 (will attain 75 years)
  • Role: Non-Executive, Independent Director
  • Appointment Date: 1st August, 2024
  • Remuneration: ₹14,000 sitting fees (FY 2025-26)
  • Rationale: Rich experience, expertise, integrity, and continued valuable contribution to the company
Item 4: Material Related Party Transactions with MMG Ferrites Private Limited (MFPL)
  • Resolution Type: Ordinary Resolution
  • Relationship: Joint Venture (50% ownership)
  • Transaction Period: 1st October, 2026 to 31st March, 2028 (18 months)
  • Nature of Transactions:
  • Sale of Goods (Nitrogen): Upto ₹2.25 crore
  • Sale of Services (Lease rent): Upto ₹6.80 lakh
  • Reimbursement of electricity expenses: Upto ₹15.00 crore
  • Inter Corporate Deposit (ICD): Upto ₹6.00 crore at 10.45% p.a., unsecured, repayable on demand with option to convert to equity

Financial Impact:

  • Aggregate value: ₹30.75 crore
  • As percentage of company's consolidated turnover: 36.31%
  • Previous transactions (FY 2025-26): ₹5.99 crore
  • MFPL Financials (FY 2025-26): Turnover ₹16.48 crore, PAT (₹6.72 crore), Net Worth (₹6.99 crore)

Justification: Ordinary course of business, arm's length basis, required for JV company's business operations

Item 5: Material Related Party Transactions with Myra Mall Management Company Private Limited (MMMCPL)
  • Resolution Type: Ordinary Resolution
  • Relationship: Entity controlled by promoter/director/chairman
  • Transaction: Availing Inter Corporate Deposit (ICD)
  • Transaction Period: 1st October, 2026 to 31st March, 2028 (18 months)
  • Amount: Upto ₹30.00 crore and interest thereon
  • Purpose: Working capital and capex investment

Financial Impact:

  • As percentage of company's consolidated turnover: 46.72%
  • Previous transactions (FY 2025-26): ICD taken ₹7.15 crore, Interest payable ₹1.43 crore
  • Current year transactions (till 30th June 2026): ICD taken ₹3.00 crore, Interest ₹44.83 lakh
  • MMMCPL Financials (FY 2025-26): Turnover ₹15.34 crore, PAT ₹4.35 crore, Net Worth ₹41.25 crore

Debt Impact:

  • Debt to Equity Ratio: Before transaction 6.87, After transaction 12.03
  • Debt Service Coverage Ratio: Before transaction 1.18, After transaction 0.78
Item 6: Revision in Remuneration of Dr. Ram H. Shroff, Managing Director and Executive Vice Chairman
  • Resolution Type: Special Resolution
  • Effective Date: 1st April, 2026
  • Tenure: Until 30th September, 2028
  • Current Remuneration: ₹85.00 lakh per annum
  • Revised Remuneration: Not exceeding ₹170.00 lakh per annum

Revised Remuneration Structure:

  • Basic Salary: ₹6.00 lakh per month (can be increased upto ₹10.00 lakh per month)
  • Allowances:
  • House Rent Allowance: 50% of Basic Salary
  • Special Allowance: ₹1,04,488 per month
  • Perquisites: Leave travel assistance, conveyance allowance, telecommunication/internet charges, gratuity, driver and fuel reimbursement, business promotion expenses
  • Additional Benefits: Company maintained two cars, company paid abroad vacation with family every financial year

Company Financial Performance:

  • FY 2023-24: Income ₹68.30 crore, Net Loss ₹7.27 crore
  • FY 2024-25: Income ₹56.18 crore, Net Loss ₹11.55 crore
  • FY 2025-26: Income ₹63.37 crore, Net Loss ₹9.14 crore

Justification: Increased responsibilities, performance, market conditions, retention of managerial leadership

Voting Arrangements

  • Remote e-Voting through NSDL
  • VC/OAVM facility for 1000 members on first-come-first-served basis
  • Large shareholders (2%+), promoters, institutional investors, directors, KMPs allowed without restriction
  • Scrutinizer: Mr. Ashish Kumar Jain of M/s A. K. Jain & Co.

Capital Structure Impact

No direct impact on share capital disclosed. The ICD with MFPL includes option to convert into equity, but no specific conversion terms or potential dilution disclosed.

Cash Flow Implications

  • Outflow: Remuneration payments, potential ICD to MFPL
  • Inflow: ICD from MMMCPL, receipts from RPTs with MFPL
  • Exact quantum not specified beyond approved limits

Governance Matters

  • Register of Members closed during AGM period
  • Unclaimed dividends beyond 7 years to be transferred to IEPF
  • Shares in physical form require mandatory PAN, KYC, and nomination registration
  • SEBI special window open until 4th February, 2027 for relodgment of physical securities