Meeting Details

The 46th Annual General Meeting will be held on Saturday, August 29, 2026 at 12:00 p.m. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The deemed venue is the Registered Office of the Company at 413, Tantia Jogani Industrial Estate Premises, Opp. Kasturba Hospital, J. R. Boricha Marg, Lower Parel (East), Mumbai, Maharashtra, India - 400011.

Business to be Transacted

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026 together with the reports of Board of Directors and Auditor's thereon.

2. To appoint a Director in place of Mr. Pranav Deepak Harlalka (DIN: 08290863), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

Special Business:

3. Approval of Material Related Party Transactions: Ordinary Resolution to approve transactions with related parties during FY 2026-27 and up to the next AGM, specifically with Gini Tex Private Limited and Mr. Deepak Vishwanath Harlalka.

4. Appointment of Mr. Hitesh Nandlal Poddar (DIN: 11677641) as Independent Director: Special Resolution to appoint him as Non-Executive, Independent Director for 5 years from May 30, 2026 to May 29, 2031.

5. Re-appointment of Mr. Pranav Deepak Harlalka (DIN: 08290863) as Whole Time Director: Special Resolution to re-appoint him for 3 years from August 10, 2026 with remuneration of ₹2,00,000 per month.

Key Financial Information

  • FY 2025-26 Total Revenue: ₹41.48 lakh
  • FY 2025-26 Profit After Tax: ₹1.59 lakh
  • Company directly holds 1,95,000 equity shares (13.13%) in Gini Tex Private Limited
  • Mr. Deepak Vishwanath Harlalka directly holds 33.98% of equity share capital of Gini Silk Mills Limited

Material Related Party Transactions Details

With Gini Tex Private Limited (Estimated values for FY 2026-27):

  • Job Work Services Provided: ₹10.00 crore (25.61% of FY26 turnover)
  • Grey Purchases: ₹4.00 crore (10.24% of FY26 turnover)
  • Dyed Purchase: ₹2.00 crore (5.12% of FY26 turnover)
  • Sales Dyed Fabrics: ₹2.00 crore (5.12% of FY26 turnover)
  • Rent Payable: ₹0.10 crore (0.26% of FY26 turnover)

With Mr. Deepak Vishwanath Harlalka:

  • Advancing of Loan to the Company: ₹4.00 crore (10.24% of FY26 turnover)

Director Appointments and Remuneration

Mr. Hitesh Nandlal Poddar (Independent Director):

  • Date of Birth: January 23, 1997 (29 years)
  • Date of first appointment: May 30, 2026
  • Qualification: PGDM from Deviprasad Goenka Management College of Media Studies
  • Expertise: Advertising
  • Term: 5 years from May 30, 2026 to May 29, 2031
  • Remuneration: To receive fees/commission as permitted for Non-Executive Independent Director

Mr. Pranav Deepak Harlalka (Whole Time Director):

  • Age: 37 years
  • Date of first appointment: July 27, 2020
  • Qualification: B.Com, Animation - London College of Communication (London), B.Sc - Bournemouth University (U.K.)
  • Expertise: Business Management
  • Current remuneration: ₹24,00,000 per annum (₹2,00,000 per month)
  • Proposed remuneration: ₹2,00,000 per month with increments as approved by Board
  • Maximum remuneration ceiling: ₹7,00,000 per month including perquisites
  • Perquisites include: accommodation/HRA, house maintenance, utilities reimbursement, medical reimbursement, club fees, LTC, medical insurance

Voting Arrangements

  • Register of members and share transfer books closed: August 23-29, 2026 (both days inclusive)
  • Remote e-voting period: August 26, 2026 (9:00 a.m.) to August 28, 2026 (5:00 p.m.)
  • Cut-off date for voting eligibility: August 22, 2026
  • E-voting service provider: Bigshare Services Private Limited
  • Scrutinizer: M/s. Sandeep Dar & Co., Practicing Company Secretaries, Navi Mumbai
  • Facility available for at least 1000 members on first-come-first-served basis for VC/OAVM attendance

Additional Information

  • The Notice forms part of the Annual Report for FY 2025-26
  • Documents available on company website: www.ginitex.com
  • Members can join AGM 15 minutes before scheduled time through VC/OAVM
  • Members who have voted through remote e-voting can attend but not vote at AGM
  • Special relodgement window for physical share transfers available till February 4, 2027
  • All service requests (duplicate certificates, transmission, etc.) will be processed only in dematerialized form