Nature of Event

Regulatory filing pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, containing notice of 39th Annual General Meeting and Annual Report for FY 2025-26.

Key Dates

  • AGM Date: Tuesday, 25th August, 2026 at 11:30 AM IST
  • Record Date for Dividend: Tuesday, 18th August, 2026
  • Book Closure Period: 19th August, 2026 to 25th August, 2026 (both days inclusive)
  • E-voting Period: 22nd August, 2026 to 24th August, 2026

Ordinary Business

1. Adoption of audited financial statements for FY ended 31st March, 2026

2. Declaration of final dividend of ₹2 per equity share (20% on face value of ₹10)

3. Re-appointment of Shri Sunil Kumar Jain (DIN: 00117331) as Director retiring by rotation

4. Re-appointment of Shri Manish Kumar Jain (DIN: 00357788) as Director retiring by rotation

Special Business

5. Re-appointment of Smt Seema Jain (DIN: 07158382) as Whole-time Director for 5 years from 20th August, 2026 to 19th August, 2031 with remuneration of ₹12,00,000 per annum

6. Re-appointment of Shri Rajesh Pokerna (DIN: 00117365) as Managing Director for 5 years from 20th August, 2026 with remuneration not exceeding ₹30,00,000 per annum

7. Appointment of Shri Ravi Jain (DIN: 11720815) as Independent Director for 5 years from 28th May, 2026

8. Approval of related party transactions with specified entities and limits

Financial Performance (FY 2025-26)

  • Total Income: ₹38.63 crore (previous year: ₹36.34 crore)
  • Profit Before Tax: ₹7.86 crore (previous year: ₹5.77 crore)
  • Profit After Tax: ₹5.79 crore (previous year: ₹4.25 crore)
  • Earnings Per Share: ₹18.22 (previous year: ₹13.36)
  • Dividend Recommended: ₹2 per share (20%)

Capital Structure

  • Paid-up Share Capital: ₹3.18 crore (31,78,200 equity shares of ₹10 each)
  • No change in share capital during the year

Dividend Details

  • Final dividend of ₹2 per share recommended for FY 2025-26
  • Record date: 18th August, 2026
  • Dividend to be paid electronically within stipulated timelines
  • TDS applicable as per income tax provisions
  • Unclaimed dividends beyond 7 years to be transferred to IEPF

Board and Committee Composition

Board of Directors:

  • Rajesh Pokerna (Managing Director)
  • Sunil Kumar Jain (Whole-time Director)
  • Sanjay Kumar Jain (Whole-time Director)
  • Seema Jain (Whole-time Director)
  • Manish Kumar Jain (Whole-time Director)
  • Pradeep Kumar Jain (Independent Director - tenure completed 28.05.2026)
  • Ravi Jain (Additional Independent Director - appointed 28.05.2026)
  • Vinod Kumar Jain (Independent Director)
  • Ashok Kumar Jain (Independent Director)
  • Kodakandla Sudarsanam (Independent Director)
  • Manish Jain (Independent Director)

Statutory Committees:

  • Audit Committee: Pradeep Kumar Jain (Chairperson), Vinod Kumar Jain, Ashok Kumar Jain, Kodakandla Sudarsanam
  • Nomination & Remuneration Committee: Pradeep Kumar Jain (Chairperson), Vinod Kumar Jain, Ashok Kumar Jain, Kodakandla Sudarsanam
  • Stakeholders Relationship Committee: Pradeep Kumar Jain (Chairperson), Sunil Kumar Jain, Rajesh Pokerna

Key Managerial Personnel

  • Chief Financial Officer: Sunil Kumar Jain
  • Company Secretary: Santosh Kumar Jha

Related Party Transactions

Approval sought for transactions with related parties during period from AGM date to next AGM (not exceeding 15 months):

  • P&J Cretechem Private Limited (Holding Company): Sale/purchase of goods up to ₹15 crore each, loans/guarantees up to ₹25 crore
  • Taurus Chemicals Private Limited (Common Directors): Sale/purchase of goods up to ₹5 crore each

CSR Activities

  • CSR expenditure of ₹16.10 lakh during FY 2025-26
  • Focus areas: Promoting healthcare and education
  • Implemented through: Bhagwan Mahavir Memorial Trust and Mahaveer Jain Relief Foundation

Shareholding Pattern (as on 31st March, 2026)

  • Promoters: 61.98% (19,69,920 shares)
  • IEPF: 1.46% (46,680 shares)
  • Resident Individuals: 30.21% (9,59,822 shares)
  • Non-Resident Indians: 0.60% (19,211 shares)
  • Bodies Corporate: 5.13% (1,63,075 shares)
  • HUF: 0.62% (19,692 shares)

Dematerialization Status

  • 91.52% shares (29,08,600 shares) held in dematerialized form
  • Shares held with both NSDL and CDSL

E-voting Arrangements

  • E-voting facility provided through CDSL
  • Voting period: 22nd to 24th August, 2026
  • Physical shareholders can vote through www.evotingindia.com
  • Demat shareholders can vote through their depository accounts

Important Notes

  • AGM to be conducted entirely through video conferencing/audio-visual means
  • No physical attendance required
  • Register of Members and Share Transfer Books to remain closed from 19th to 25th August, 2026
  • All documents available on company website: https://www.vrlindia.in/