Nature of Event

Regulatory filing of notice for the 46th Annual General Meeting to be held on August 26, 2026, containing both ordinary and special business items for shareholder approval.

Key Quantitative Figures

  • FY 2025-2026 turnover: ₹31.37 crore (₹31,365.62 lakhs)
  • FY 2025-2026 Profit Before Tax (PBT): ₹5.95 crore (₹595.10 lakhs)
  • Proposed monthly remuneration for executive directors: ₹20,00,000 each
  • Corporate guarantee amount: ₹3,50,00,000 (₹3.5 crore)
  • Guarantee commission rate: 0.5% p.a.

Dates of Action

  • AGM Date: August 26, 2026 at 12:00 PM IST
  • Record date closure: August 20, 2026 to August 26, 2026 (both inclusive)
  • Remote e-voting period: August 23, 2026 (9:00 AM) to August 25, 2026 (5:00 PM)
  • Proposed director terms: August 1, 2026 to July 31, 2029 (3 years)
  • Independent director term: May 27, 2026 to May 26, 2031 (5 years)

Parties Involved

  • Beneficiary company: Suave Casa Ideas Private Limited
  • Bank: HDFC Bank Limited
  • Scrutinizer: Mr. Sandeep Kumar Jain, Designated Partner of M/s. ARMS and Associates LLP
  • Registrar and Transfer Agent: Niche Technologies Private Limited
  • Depositories: CDSL and NSDL

Business Items for Approval

Ordinary Business:

1. Adoption of audited Financial Statements for period ended March 31, 2026 with Reports of Board of Directors and Auditors

2. Re-appointment of Mr. Gauri Shanker Kandoi (DIN: 00120330) who retires by rotation

Special Business:

3. Re-appointment of Mr. Manish Singhal (DIN: 00120232) as Managing Director for 3 years (August 1, 2026 to July 31, 2029) at remuneration not exceeding ₹20,00,000 per month

4. Re-appointment of Mrs. Prity Singhal (DIN: 02664482) as Whole-Time Director for 3 years (August 1, 2026 to July 31, 2029) at remuneration not exceeding ₹20,00,000 per month

5. Re-appointment of Mr. Gauri Shanker Kandoi (DIN: 00120330) as Chairman cum Whole-Time Director for 3 years (August 1, 2026 to July 31, 2029) at remuneration not exceeding ₹20,00,000 per month

6. Appointment of Mr. Anjal Kejriwal (DIN: 11331629) as Independent Non-Executive Director for 5 years (May 27, 2026 to May 26, 2031)

7. Issuance of Corporate Guarantee not exceeding ₹3,50,00,000 in favor of HDFC Bank Limited for securing Bank Guarantee for Suave Casa Ideas Private Limited

Director Details and Qualifications

  • Mr. Manish Singhal: B.Tech from IIT Delhi, M.S. in Chemicals from University of Florida, USA, 26+ years experience in management, production and marketing
  • Mrs. Prity Singhal: BCA, 16+ years experience in production and export
  • Mr. Gauri Shanker Kandoi: B.E. in Mechanical from BITS Pilani, 61+ years experience in management (83 years old)
  • Mr. Anjal Kejriwal: Commerce graduate from Kolkata University, 15+ years entrepreneurial and business management experience in textile industry

Shareholding Pattern (as of March 31, 2026)

  • Mr. Gauri Shanker Kandoi: 14,28,798 equity shares
  • Mr. Manish Singhal: 14,44,687 equity shares
  • Mrs. Prity Singhal: 2,64,049 equity shares

Remuneration Structure

All three executive directors proposed identical remuneration package:

  • Salary: Not exceeding ₹20,00,000 per month
  • Perquisites: Housing (60% of salary ceiling), medical reimbursement, LTC, club fees (max 2 clubs), personal insurance
  • Retirement Benefits: PF, gratuity, earned leave encashment
  • Other Benefits: Company car with driver, telephone, entertainment expenses reimbursement, housing/education/medical loans
  • Minimum Remuneration: Payable in case of inadequate profits as per Companies Act, 2013 provisions

Financial Impact

  • Director remuneration: ₹20 lakh/month per director (exact annual impact dependent on company profits)
  • Corporate guarantee: ₹3.5 crore exposure with 0.5% p.a. commission
  • No quantification of potential financial impact from guarantee obligation

Capital Structure Impact

No direct impact on share capital structure from the proposed resolutions. The appointments and guarantee issuance do not involve equity dilution or change in capital structure.

Voting Arrangements

  • Remote e-voting available through CDSL and NSDL systems
  • Physical voting at AGM venue
  • Scrutinizer appointed: Mr. Sandeep Kumar Jain of ARMS and Associates LLP
  • Results to be announced post-AGM and placed on company website

Additional Information

  • Company business: Manufacturing of Textiles, Garments, and distribution of Polymers
  • Manufacturing facilities located in Rajasthan
  • Register of Members and Share Transfer Books to remain closed from August 20-26, 2026
  • Explanatory statement provided pursuant to Section 102 of Companies Act, 2013