Key Resolutions for Approval

1. Stock Sub-division/Split (Ordinary Resolution)

The company proposes to sub-divide each existing equity share with a face value of ₹5 (fully paid-up) into 2.5 equity shares with a face value of ₹2 each, ranking pari-passu. The Record Date for this split will be determined by the Board post-approval.

  • Pre-split capital: Face value ₹5 per share.
  • Post-split capital: Face value ₹2 per share.
  • Fractional shares: The Board is authorized to make suitable arrangements, including rounding off to the nearest whole number or aggregating fractions to be sold, with net proceeds distributed to entitled members.
  • Purpose: To enhance liquidity in the capital market and make shares more affordable for small investors.

2. Alteration of Capital Clause (Ordinary Resolution)

Consequential to the stock split, the company seeks to alter Clause V of its Memorandum of Association to reflect the new authorized share capital structure.

  • New Authorized Capital: ₹20,15,00,000 divided into 10,07,50,000 equity shares of ₹2 each.

3. Appointment of Independent Director (Special Resolution)

To appoint Mr. Hemant Jawahar Lal (DIN: 11731104) as a Non-Executive Independent Director for a term of 5 years, from May 26, 2026, to May 25, 2031.

  • Background: A 1988-batch Indian Revenue Service (IRS) officer who retired as Principal Chief Commissioner of Income Tax with 36 years of experience in tax administration, investigation, international taxation, and transfer pricing.
  • Remuneration: He will be paid a fee for attending Board/Committee meetings, reimbursement of expenses, and a profit-related commission within the limits of Section 197 of the Companies Act, 2013.
  • Rationale: To fill a vacancy created by the untimely demise of Mr. Anil Kumar Bansal and meet the requirement of a minimum of 6 directors per SEBI LODR Regulation 17.

4. Re-designation of Chairman & MD (Special Resolution)

To re-designate Mr. Ashish Bansal (DIN: 01543967) from Managing Director to Chairman and Managing Director effective May 26, 2026, and re-appoint him for a fresh 3-year term from August 1, 2026.

  • Remuneration Structure (effective August 1, 2026):
  • Basic Salary: ₹3.00 crore per annum.
  • Perquisites & Allowances: Including HRA, Medical Allowance, Special Allowance, PF, Conveyance, Medical Reimbursement, Bonus, LTC, Gratuity, ESOPs, etc., not exceeding the annual salary amount.
  • Reimbursement of Official Expenses: On an actual basis.
  • Profit-Based Commission: Up to ₹3.00 crore, payable even in case of inadequacy of profits.
  • Annual Increment: Not exceeding 30% of existing remuneration, as decided by the Board.
  • Current Remuneration (FY 2025-26): Mr. Bansal drew total remuneration of ₹248.13 lakhs.
  • Shareholding: Mr. Ashish Bansal holds 46,38,900 equity shares as of March 31, 2026. He also advanced unsecured loans of ₹243.50 lakhs to the company during FY 2025-26.
  • Minimum Remuneration Clause: Approval is sought to pay the above remuneration even in years where the company has no profits or inadequate profits, as per Schedule V of the Companies Act, 2013.

Postal Ballot & E-Voting Process

  • Cut-off Date: May 29, 2026 (Shareholders on record as of this date are eligible to vote).
  • Voting Period: Remote e-voting commences on June 3, 2026 (9:00 AM IST) and concludes on July 2, 2026 (5:00 PM IST).
  • Service Provider: Central Depository Services (India) Limited (CDSL) has been engaged to provide the e-voting facility.
  • Scrutinizer: Mr. Krishna Sharan Mishra of KSM & Associates (FCS 6447) has been appointed to scrutinize the voting process.
  • Result Declaration: The results will be announced on or before July 6, 2026 (5:00 PM IST), at the company's corporate office and uploaded on its website and stock exchange portals.
  • Communication: The notice is being sent only via electronic mode to members with registered email addresses. Physical copies are not being dispatched.

Company Financial Performance (Context for MD Remuneration)

| Particulars | FY 2025-26 (₹ Lakhs) | FY 2024-25 (₹ Lakhs) | FY 2023-24 (₹ Lakhs) |

| Sales (Net) | 2,93,865.30 | 2,02,826.59 | 1,52,562.32 |

| Profit Before Tax | 18,640.85 | 8,472.39 | 5,163.06 |

| Profit After Tax | 13,873.14 | 6,506.26 | 3,951.52 |

| Shareholders' Funds | 79,985.29 | 59,751.49 | 35,484.23 |