Key Quantitative Figures & Dates

  • AGM Date & Time: Tuesday, July 07, 2026 at 11:00 a.m. IST.
  • AGM Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM). Deemed venue is the Registered Office at Village Mogar-388340, Tal. & Dist. Anand, Gujarat.
  • Record Date Closure: Register of Members and Share transfer books will remain closed from Wednesday, July 01, 2026 to Tuesday, July 07, 2026 (both days inclusive).
  • Cut-off date for e-voting: Monday, June 29, 2026.
  • Remote e-voting period: Commences Friday, July 03, 2026 at 09:00 a.m. (IST) and ends Monday, July 06, 2026 at 05:00 p.m. (IST).
  • Related Party Transaction Limit: Proposed material RPT with Jyoti Limited not exceeding ₹10.00 Crores (Excluding Tax) for FY 2026-27.
  • Director Remuneration: Proposed monthly remuneration for Mrs. Tejal R. Amin is ₹7,70,500/- (Rupees Seven lakhs Seventy Thousand Five Hundred only).
  • Effective Paid-up Capital: ₹4423.96 lakhs as on 31/03/2025.
  • FY 2025-26 Financials (Referenced in Explanatory Statement):
  • Revenue from Operations: ₹5642.61 Lakhs
  • Other income: ₹200.19 Lakhs
  • Total Income: ₹5842.80 Lakhs
  • Profit Before Tax: ₹443.22 Lakhs
  • Net Profit: ₹329.16 Lakhs

Parties Involved

  • Promoter Group Entity (Related Party): Jyoti Limited.
  • Registrar and Share Transfer Agent (RTA): M/s. MCS Share Transfer Agent Limited.
  • e-Voting Service Provider: Central Depository Services (India) Limited (CDSL).
  • Scrutinizer: Mr. J. J. Gandhi, Practising Company Secretary (FCS 3519).
  • Key Individuals:
  • Mr. Rahul Nanubhai Amin (DIN: 00167987), Director retiring by rotation.
  • Mrs. Tejal R. Amin (DIN: 00169860), Wholetime Director proposed for re-appointment.
  • Mr. Yogiraj Hemant Atre (ACS 67439), Company Secretary & Compliance Officer.

Agenda Items

Ordinary Business

1. To receive, consider, and adopt the Audited Financial Statements for the year ended March 31, 2026, and the Reports of the Board of Directors and Auditors.

2. To declare dividend on Preference Shares for the financial year 2025-26.

3. To appoint a Director in place of Mr. Rahul Nanubhai Amin, who retires by rotation and is eligible for re-appointment.

Special Business

4. Re-Appointment of Mrs. Tejal R. Amin as a Wholetime Director: To be considered via a Special Resolution. Proposed for a period of 3 years with effect from July 01, 2026, at a monthly remuneration of ₹7,70,500/-. The maximum permissible remuneration as per Schedule V is ₹84,00,000 per annum.

5. Material Related Party Transaction with Jyoti Limited: To be considered via an Ordinary Resolution. Seeking approval for transactions not exceeding ₹10.00 Crores (Excluding Tax) during FY 2026-27. The value constitutes 17.72% of the company's annual turnover for FY 2025-26.

Financial & Operational Impact (As Disclosed)

  • Dividend: If declared, payable to members registered in the books on the AGM date (July 07, 2026).
  • Director Re-appointment: The remuneration is within statutory limits prescribed under Schedule V of the Companies Act, 2013.
  • Related Party Transaction: Disclosed as being in the ordinary course of business and at arm's length. The Audit Committee has reviewed certificates from the CEO and CFO confirming this. The transaction is justified for business synergy and operational efficiency.

Capital Structure Impact

No direct impact on equity share capital disclosed from the AGM agenda items. The notice pertains to corporate approvals rather than capital issuance.

Cash Flow Implications

  • Dividend payout on preference shares will result in a cash outflow, amount not specified.
  • Director remuneration and RPT payments will result in operational cash outflows as per approved terms.

Other Instructions & Notes

  • Physical attendance at AGM is dispensed with; no proxy facility is available.
  • Members must register their email addresses for electronic communication.
  • Members holding physical shares are urged to dematerialize them.
  • Detailed instructions for remote e-voting and joining the AGM via VC/OAVM are provided.
  • The Explanatory Statement provides comprehensive details on the special business items, including the terms of Mrs. Amin's appointment and the nature of transactions with Jyoti Ltd.