Meeting Details

The 14th Annual General Meeting will be held on Wednesday, September 30, 2026 at 3:00 p.m. through two-way Video Conference (VC) facility or Other Audio-Visual Means (OAVM). The deemed venue is the Registered Office of the Company.

Ordinary Business Agenda

1. Adoption of Financial Statements

To receive, consider and adopt the Audited Standalone and Consolidated Financial Statement of the Company for the Financial Year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon.

2. Re-appointment of Director

To re-appoint Mr. Hrishikesh Rupesh Shah (DIN: 09253175) as director who retires by rotation and being eligible, offers himself for re-appointment.

Director Details:

  • Date of Birth: July 3, 2003
  • Age: 23 years
  • Date of Appointment: July 11, 2024
  • Qualification: Higher secondary education in commerce from CBSE
  • Shareholding: 328,128 shares as of March 31, 2026
  • Relationship: Son of Mr. Rupesh Shah (Chairman & MD) and Mrs. Pinky Shah (Executive Director)
  • Status: Promoter

3. Appointment of Statutory Auditors

To appoint M/s. Chirag R. Shah & Associates, Chartered Accountants (FRN: 118791W) as Statutory Auditors and fix their remuneration.

Background: M/s. Shah & Patel, Chartered Accountants (FRN: 124743W) resigned effective September 3, 2026 due to preoccupation. The Board appointed M/s. Chirag R. Shah & Associates on September 3, 2026 to fill the casual vacancy until the conclusion of this AGM.

Resolution: To appoint M/s. Chirag R. Shah & Associates for a term of five consecutive years from the conclusion of this AGM until the conclusion of the AGM for financial year ending March 31, 2031. Remuneration not exceeding ₹200,000 for FY27 plus out-of-pocket expenses and applicable taxes.

Special Business Agenda

4. Approval of Material Related Party Transactions

To approve related party transactions for FY2026-27 to FY2028-29 with the following parties and amounts:

With Pinky Rupesh Shah (Director):

  • Lease expenses: ₹80 lakh (FY27), ₹104 lakh (FY28), ₹135.2 lakh (FY29)
  • Remuneration of Directors: ₹12 lakh (FY27), ₹15.6 lakh (FY28), ₹20.28 lakh (FY29)
  • Sale of Assets: ₹300 lakh (FY27 only)

With Geotrix Private Limited (Subsidiary Company):

  • Sales of goods/materials: ₹2,000 lakh (FY27), ₹2,600 lakh (FY28), ₹3,380 lakh (FY29)
  • Purchases of goods/services: ₹2,000 lakh (FY27), ₹2,600 lakh (FY28), ₹3,380 lakh (FY29)
  • Lease income: ₹95 lakh (FY27), ₹123.5 lakh (FY28), ₹160.55 lakh (FY29)
  • Purchase of Assets: ₹1,500 lakh (FY27), ₹1,950 lakh (FY28), ₹2,535 lakh (FY29)

With Umbrella Buildcon (Director-influenced enterprise):

  • Sales/Purchases of goods/services: ₹200 lakh (FY27), ₹260 lakh (FY28), ₹338 lakh (FY29)

With Hrishikesh Ventures LLP (Director-influenced enterprise):

  • Sales/Purchases of goods/services: ₹1,000 lakh (FY27), ₹1,300 lakh (FY28), ₹1,690 lakh (FY29)

Impact Analysis:

  • Percentage of consolidated turnover represented by proposed transactions ranges from 5.81% to 102.48% across different entities and years
  • Transactions justified as commercially beneficial and at arm's length basis
  • Valuation reports will be obtained for immovable property transactions

5. Approval of Transactions under Section 185

Special Resolution to authorize the Board to advance loans, give guarantees, or provide securities up to ₹50 crore at any point in time to subsidiaries, associates, joint ventures, group entities, or bodies corporate where directors are interested.

6. Approval for Sale/Lease of Undertaking

Special Resolution under Section 180(1)(a) to authorize the Board to sell, lease, or dispose of the whole or substantially the whole of the undertaking(s) of the Company, including creating charges on assets to secure borrowings.

7. Approval of Borrowing Limits

Special Resolution under Section 180(1)(c) to authorize the Board to borrow money up to ₹300 crore over and above the aggregate of paid-up capital and free reserves of the Company.

8. Revision in Remuneration of Managing Director

Special Resolution to revise the remuneration of Mr. Rupesh Pravinbhai Shah (DIN: 02806068), Chairman and Managing Director, from ₹400,000 per month to ₹550,000 per month effective April 1, 2026 for his remaining tenure.

Background: Mr. Shah was appointed as Managing Director on May 1, 2025 at ₹400,000 per month. The revision is based on increased responsibilities and contributions.

Financial Impact:

  • Monthly remuneration increases from ₹400,000 to ₹550,000
  • Annualized remuneration increases from ₹4,800,000 to ₹6,600,000
  • In case of absence or inadequacy of profits, remuneration will be paid as minimum remuneration subject to Schedule V limits

Voting and Meeting Procedures

Record Date: September 23, 2026 for determining members entitled to vote

Remote e-Voting Period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM) through NSDL

Physical Attendance: Dispensed with as per MCA/SEBI circulars. Members can attend only through VC/OAVM facility.

Voting Rights: In proportion to shareholding as of record date

Contact for Grievances: Ms. Preeti Jaiswar, Company Secretary & Compliance Officer (cs@hrsaluglaze.com)

Additional Information

  • Notice and Annual Report sent only by electronic mode
  • Members can submit questions in advance to cs@hrsaluglaze.com
  • Institutional shareholders must send certified copies of Board Resolutions
  • The company is engaged in manufacturing and installation of aluminium products and façade systems