Key Resolutions for Shareholder Approval
Resolution 1: Appointment of Mr. Dilip R Shah
- Type: Ordinary Resolution
- Purpose: To appoint Mr. Dilip R Shah (DIN: 00257242) as a Non-Executive Non-Independent Director
- Background: Mr. Shah ceased to hold office after the 45th AGM held on September 28, 2026, when his re-appointment resolution did not receive requisite majority
- Term: Liable to retire by rotation, effective from date of passing this resolution
Resolution 2: Remuneration to Ms. Janki R Shah exceeding 50% threshold
- Type: Special Resolution
- Purpose: Approval for payment of remuneration to Ms. Janki R Shah (DIN: 08686344) exceeding fifty percent of total remuneration payable to all Non-Executive Directors
- Period: Financial Year 2026-27
- Basis: Amount was approved by members at the 42nd AGM held on September 27, 2023
Resolution 3: Remuneration to Ms. Janki R Shah for consultancy services
- Type: Special Resolution
- Purpose: Approval for payment of remuneration not exceeding ₹60 lakh per annum to Ms. Janki R Shah for professional services
- Period: Three years commencing from April 1, 2027
- Services: Development, expansion and promotion of company's export business including overseas market identification, customer acquisition, business development, strategic guidance
- Relationship: Ms. Janki R Shah is Non-Executive Director (related party under Section 2(76) of Companies Act, 2013)
- Financial Impact: Approximately 0.79% of listed entity's annual turnover
- Past Remuneration: ₹18.22 lakh during FY 2025-26
Resolution 4: Remuneration to Mr. Saurabh Mittal
- Type: Ordinary Resolution
- Purpose: Approval for payment of remuneration to Mr. Saurabh Mittal, Chief Operating Officer
- Period: Three years commencing from October 1, 2026
- Amount: Not exceeding ₹48 lakh per annum
- Relationship: Relative of Ms. Janki R Shah (Non-executive Director) and Mr. Rajendra R Shah (Managing Director)
- Financial Impact: Approximately 0.63% of listed entity's annual turnover
Resolution 5: Consultancy fees to Mercury Marketing & Consulting Services
- Type: Ordinary Resolution
- Purpose: Approval for payment of consultancy fees to M/s Mercury Marketing & Consulting Services
- Amount: Not exceeding ₹50 lakh per annum (exclusive of taxes and expense reimbursement)
- Period: Two and half years commencing from October 1, 2026
- Services: Advisory and professional services including new product introduction, technology upgradation, marketing, IT services, accounting, HR services
- Relationship: Partnership firm where Rajendra Ramanlal Shah HUF and Dilip Ramanlal Shah HUF are partners
- Financial Impact: Approximately 0.66% of listed entity's annual turnover
Voting Details
- Cut-off Date: October 30, 2026 for determining shareholder eligibility
- E-voting Period: November 7, 2026 (9:00 AM IST) to December 6, 2026 (5:00 PM IST)
- Voting Agency: NSDL appointed to provide e-voting facility
- Voting Rights: Proportional to paid-up equity share capital as on cut-off date
- Result Declaration: Within statutory timelines after e-voting completion
- Deemed Passing Date: December 6, 2026, if requisite votes received
Company Financial Information (Provided in Explanatory Statement)
- Revenue FY 2025-26: ₹7,593.67 lakh
- Profit Before Tax FY 2025-26: ₹663.72 lakh
- Profit After Tax FY 2025-26: ₹483.40 lakh
- EPS FY 2025-26: ₹40.28
- Export Revenue FY 2025-26: ₹2,472.32 lakh
- Paid-up Equity Capital: ₹120 lakh
- Reserves & Surplus: ₹5,687.63 lakh
Director Information
- Mr. Dilip R Shah: 73 years, B.Pharm & MBA, 84,850 shares held
- Ms. Janki R Shah: 44 years, Master of Science in Pharmacology, 1,04,000 shares held
- Board Meeting Attendance: Both directors attended 100% of meetings
Scrutinizer Appointment
Mr. Nrupang Dholakia, Managing Partner of Dholakia & Associates LLP, Company Secretaries appointed as scrutinizer for conducting postal ballot process.
Document Availability
The notice is available on company website (www.mercurylabs.com), BSE website (www.bseindia.com), and NSDL e-voting website (www.evoting.nsdl.com).