Meeting Details

  • Date: Monday, September 7, 2026
  • Time: 11:00 A.M. IST
  • Venue: The Club, 197, D N Nagar, Andheri West, Mumbai-400053
  • Cut-off date for determining members entitled to vote: Monday, August 31, 2026
  • Remote E-voting period: September 4, 2026 (09:00 A.M.) to September 6, 2026 (05:00 P.M.)
  • Book Closure dates: September 1, 2026 to September 7, 2026 (both days inclusive)

Ordinary Business

1. To receive, consider and adopt the Audited Financial Statements for the year ended March 31, 2026, including Balance Sheet, Profit and Loss Account, Cash Flow Statement, Auditor's Report, and Director's Report.

2. To appoint a director in place of Mr. Dinesh Balbeer Sharma (DIN: 00418667), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business

3. Grant of Loans, Guarantee, Security and Advances to Regranix Private Limited

  • Special Resolution to grant loans, guarantees, security, and advances up to ₹20,00,00,000 (Twenty Crores)
  • To wholly owned subsidiary Regranix Private Limited for principal business activities
  • Interest rate: 12% per annum (arms-length basis)
  • Approved by Audit Committee and Board on May 16, 2026
  • Requires approval under Sections 179, 185, 186, 177, 188 of Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations
  • Transaction value represents 19.41% of company's annual consolidated turnover

4. Investments in Regranix Private Limited

  • Special Resolution to make investments up to ₹20,00,00,000 (Twenty Crores)
  • Investment through subscription to equity shares, preference shares, debentures, bonds, or other instruments
  • Approved by Audit Committee and Board on May 16, 2026
  • Requires approval under Sections 179, 186, 177, 188 of Companies Act, 2013
  • Transaction value represents 19.41% of company's annual consolidated turnover

5. Purchase of Materials from Regranix Private Limited

  • Special Resolution for purchase transactions up to ₹25,00,00,000 (Twenty Five Crores)
  • Purchase of raw materials, finished goods, consumables, scrap, and other materials
  • Arms-length basis in ordinary course of business
  • Approved by Audit Committee and Board on May 16, 2026
  • Transaction value represents 24.27% of company's annual consolidated turnover

6. Sale of Materials to Regranix Private Limited

  • Special Resolution for sale transactions up to ₹20,00,00,000 (Twenty Crores) per financial year
  • Sale of raw materials, finished goods, consumables, scrap, and other materials
  • Arms-length basis in ordinary course of business
  • Approved by Audit Committee and Board on May 16, 2026
  • Transaction value represents 19.41% of company's annual consolidated turnover

7. Sale of Undertaking to Regranix Private Limited

  • Special Resolution for sale, transfer or disposal of undertaking up to ₹2,00,00,000 (Two Crores)
  • Constitutes disposal of substantially the whole of undertaking (20% or more of undertaking value)
  • Requires approval under Sections 180(1)(a) and 188 of Companies Act, 2013
  • Transaction value represents 1.94% of company's annual consolidated turnover

8. Enhancement of Borrowing Powers

  • Special Resolution to enhance borrowing limit from ₹20 crore to ₹50 crore
  • Enables borrowing from banks, financial institutions, directors, and related parties
  • Includes creation of security on company assets
  • Related party borrowing component requires approval under Regulation 23 of SEBI Listing Regulations
  • Transaction value represents 48.54% of company's annual consolidated turnover

9. Ratification of Cost Auditor Remuneration

  • Special Resolution to ratify remuneration of ₹60,000 to M/s. PRO & Associates, Cost Accountants
  • For conducting cost audit for financial year 2026-27
  • Includes out-of-pocket expenses and applicable taxes

Key Financial Figures and Limits

  • Loan/advance limit to Regranix: ₹20 crore
  • Investment limit in Regranix: ₹20 crore
  • Purchase from Regranix limit: ₹25 crore
  • Sale to Regranix limit: ₹20 crore per financial year
  • Undertaking sale value: ₹2 crore
  • Enhanced borrowing limit: ₹50 crore
  • Cost auditor remuneration: ₹60,000

Voting Procedures

  • Remote e-voting through Bigshare i-Vote system
  • Voting period: September 4-6, 2026
  • Physical voting at AGM venue for those not voting electronically
  • Related parties to abstain from voting on related party transaction resolutions

Director Information

  • Mr. Dinesh Balbeer Sharma (Managing Director, DIN: 00418667) seeking re-appointment
  • Remuneration: ₹12,00,000 per annum
  • Shareholding: 50,75,000 equity shares
  • Relationship: Husband of Whole Time Director Mrs. Sarita Dinesh Sharma, Son of Director Mr. Balbirsingh Bholuram Sharma