Meeting Details

The 40th Annual General Meeting will be held on Tuesday, September 22, 2026, at 3:00 PM IST through Video Conferencing/Other Audio Visual Means. The registered office of the Company shall be the deemed venue.

Ordinary Business Agenda

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026, together with reports of Board of Directors and Statutory Auditors.

2. Director Re-appointment: To appoint a director in place of Mr. Tarak Jayantilal Sanghavi (DIN: 00519403), Whole Time Director, who retires by rotation and offers himself for re-appointment.

3. Dividend Declaration: To declare dividend of ₹0.22 per equity share of face value of ₹1 each for the financial year ended March 31, 2026.

Special Business Agenda

4. Cost Auditor Remuneration Ratification: Ordinary Resolution to ratify remuneration of ₹50,000 per annum plus applicable taxes and reimbursement of out-of-pocket expenses payable to M/s. B. F. Modi & Associates, Cost Accountants (Firm Registration No. 100604) for FY 2026-27.

5. Secretarial Auditor Appointment: Ordinary Resolution to appoint M/s. Deepika Mishra & Associates, Practising Company Secretaries, Delhi, as Secretarial Auditors for 5 consecutive years from 40th AGM to 45th AGM.

6. Re-appointment of Whole-Time Director: Special Resolution to re-appoint Mr. Tarak Jayantilal Sanghavi (DIN: 00519403) as Whole Time Director for 3 years from January 1, 2027, to December 31, 2029. Remuneration of ₹44,74,520 per annum subject to maximum of ₹50,00,000 per annum including perquisites.

7. Re-appointment of Whole-Time Director: Special Resolution to re-appoint Mr. Rajendra Jayantilal Sanghavi (DIN: 00245637) as Whole Time Director for 3 years from January 1, 2027, to December 31, 2029. Remuneration of ₹44,74,520 per annum subject to maximum of ₹50,00,000 per annum including perquisites.

8. Re-appointment of Chairman & MD: Special Resolution to re-appoint Mr. Umesh J. Sanghavi (DIN: 00491220) as Chairman and Managing Director for 3 years from July 10, 2026, to July 9, 2029. Remuneration of ₹44,74,520 per annum subject to maximum of ₹50,00,000 per annum including perquisites.

9. Re-appointment of Independent Director: Special Resolution to re-appoint Mrs. Gauri Surendra Trivedi (DIN: 06502788) as Non-Executive Independent Director for second term of 5 years from January 1, 2027, to December 31, 2031.

10. Board Borrowing Powers: Special Resolution to authorize Board under Section 180(1)(a) to create mortgages/charges on company assets to secure borrowings up to ₹250 Crores approved under Section 180(1)(c).

11. Executive Director Remuneration: Special Resolution to approve remuneration payable to Dr. Satish Gaonkar, Executive Director (DIN: 11114859), exceeding 1% of net profits limit under Section 197 of Companies Act, 2013.

Dividend and Record Date Information

The dividend of ₹0.22 per equity share, if declared, will be payable to equity shareholders whose names appear in the Register of Members as of September 15, 2026. The Register of Members and Share Transfer Books will remain closed from September 16, 2026, to September 22, 2026 (both days inclusive).

Tax Deduction at Source on Dividend

Detailed tax withholding guidelines are provided for both resident and non-resident shareholders, including various tax rates based on PAN status, residential status, and applicable tax treaties. Specific documentation requirements and deadlines (September 15, 2026) are outlined for shareholders to avail lower/NIL tax deduction rates.

E-Voting Arrangements

Remote e-voting facility will be available through NSDL from September 19, 2026 (9:00 AM) to September 21, 2026 (5:00 PM). Members as of September 15, 2026 (record date) are eligible to vote. Mrs. Poonam Somani of M/s Somani & Associates has been appointed as Scrutinizer.

Additional Information

The notice includes detailed instructions for attending the AGM through VC/OAVM, updating shareholder details, nomination facilities, and information about unclaimed dividends transferred to Investor Education and Protection Fund.

Explanatory Statement

The annexure provides explanatory statements for all special business items as required under Section 102(1) of Companies Act, 2013, including director profiles, remuneration details, and rationale for each resolution.

Director Relationships

Mr. Umesh J. Sanghavi, Mr. Rajendra J. Sanghavi, and Mr. Tarak J. Sanghavi are related to each other (brothers).

Shareholding Pattern

As disclosed in the explanatory statement:

  • Mr. Umesh J. Sanghavi: 11,24,900 shares
  • Mr. Rajendra J. Sanghavi: 11,97,000 shares
  • Mr. Tarak J. Sanghavi: 9,53,400 shares
  • Mrs. Gauri Surendra Trivedi: No shares held