AGM Details

The 46th Annual General Meeting is scheduled to be held on Monday, 21st September, 2026 at 03:30 P.M. IST at the registered office: Gut No. 76, Village Pangra, Post Beedkin, Paithan Road, Tq. Paithan, Dist. Chh. Sambhajinagar (Aurangabad)-431106.

Key AGM Dates:

  • Cut-off date for determining shareholder eligibility: Monday, 14th September, 2026
  • Remote E-voting period: Monday, 14th September, 2026 (09:00 AM) to Friday, 18th September, 2026
  • Dispatch of Annual Report: Monday, 24th August, 2026
  • Book Closure: 15th September, 2026 to 21st September, 2026 (both days inclusive)

Business to be Transacted:

Ordinary Business:

1. Adoption of Balance Sheet as at 31st March, 2026, Statement of Profit and Loss, Cash Flow Statement, and Reports of Directors and Auditors

2. Ratification of appointment of Statutory Auditors M/s. Gautam N and Associates, Chartered Accountants (Firm Registration No. 103117W) and fixing their remuneration

3. Re-appointment of Mr. Sandeep Machhar (DIN: 00251892) as Director liable to retire by rotation

Special Business:

4. Approval for related party transactions with M/s. Raila Industrial Corporation Limited (promoter group company) for an aggregate amount not exceeding ₹50,00,000 during FY 2026-27

Financial Performance (FY 2025-26)

Key Financial Figures (Amount in ₹ Lakhs):

| Particulars | FY 2025-26 | FY 2024-25 | Change |

| Revenue from Operations | 2,250.11 | 1,359.79 | +65.47% |

| Other Income | 34.54 | 70.47 | -50.99% |

| Total Revenue | 2,284.65 | 1,430.26 | +59.73% |

| Finance Cost | 42.69 | 68.89 | -38.03% |

| Depreciation & Amortization | 124.45 | 89.83 | +38.54% |

| Profit Before Tax | 160.63 | 30.49 | +426.96% |

| Profit After Tax | 160.63 | 30.58 | +425.28% |

Operational Highlights:

  • Turnover increased by 65.47% from ₹1,359.79 lakh to ₹2,250.11 lakh
  • Net profit increased by 494.69% from ₹30.58 lakh to ₹160.63 lakh
  • Improvement attributed to better operational efficiency, capacity utilization, and market acceptance

Capital Structure Changes

Preferential Allotment:

  • Company allotted 65,50,000 equity shares at a premium of ₹20 per share (issue price: ₹30 per share)
  • Funds raised to meet working capital requirements, finance expansion and modernization initiatives
  • Preferential allotment successfully completed with necessary stock exchange approvals
  • Shares duly listed and admitted for trading
  • Net worth turned positive post-allotment

Share Capital Details (as at 31st March, 2026):

  • Authorized Share Capital: ₹15.00 crore (1,50,00,000 equity shares of ₹10 each)
  • Issued Capital: ₹12.63 crore
  • Paid-up Share Capital: ₹11.81 crore (1,18,13,467 equity shares of ₹10 each)
  • Dematerialized Shares: 10,608,326 shares (89.80% of total equity)

Related Party Transaction (Item No. 4)

The special resolution seeks approval for borrowing/financial assistance from Raila Industrial Corporation Limited (promoter group company):

  • Maximum aggregate value: ₹50,00,000 during FY 2026-27
  • Purpose: General corporate requirements and working capital/business requirements
  • Tenure: 5 years
  • Interest rate: 8% per annum
  • Security: Unsecured
  • Transaction already undertaken in FY 2026-27: ₹40.00 lakh
  • Audit Committee and Board have approved the transaction

Directors and Key Managerial Personnel

Board of Directors (as at 31st March, 2026):

  • Mr. Arvind Machhar - Managing Director & KMP (DIN: 00251843)
  • Mr. Suyog Machhar - Joint Managing Director & KMP (DIN: 00249147)
  • Mr. Sandeep Machhar - Director (DIN: 00251892)
  • Mr. Vikas G. Tapdiya - Independent Director
  • Mrs. Soham Kotak - Independent Director
  • Adv. Sidhant Somani - Independent Director

Key Managerial Personnel:

  • Mr. Shrikant Wani - Chief Financial Officer
  • Mr. Avnish Kumar Shrivastava - Chief Executive Officer (w.e.f 28.04.2026)
  • CS Jyoti S. Bajpai - Company Secretary

Changes during the year:

  • Mr. Suyog Sunil Machhar appointed as Additional (Joint Managing) Director
  • CA Vikas Tapdiya, CA Soham Kotak and Adv. Sidhant Somani appointed as Additional Directors (Independent Category)
  • CA Ghevarchand Motilal Bothara and CA Rupali Bothara ceased as Independent Directors upon completion of tenure

Auditor Matters

Statutory Auditors:

  • M/s. Gautam N and Associates, Chartered Accountants continue as Statutory Auditors
  • Their appointment is being ratified for the period from conclusion of this AGM till conclusion of next AGM in 2027

Audit Qualifications:

The Statutory Auditors issued a qualified opinion with the following observations:

1. Company has not provided GST liability of ₹20.70 lakh for FY 2019-20 (appeal filed with appellate authority)

2. Balances of trade receivables, trade payables, employees, loans and advances are subject to confirmation and reconciliation

3. No provisioning of doubtful debts amounting to ₹11.45 lakh

Secretarial Auditor:

  • CS Ganesh Palve, Practicing Company Secretary appointed as Secretarial Auditor
  • Observations:
  • Company had not appointed Designated Depository for monitoring foreign investment (now appointed CDSL)
  • 50,240 equity shares (0.85% of promoter holding) continue in physical form (dematerialization in process)

Corporate Governance and Compliance

Board Meetings:

  • 5 Board meetings held during FY 2025-26 on: 8th May 2025, 28th May 2025, 1st August 2025, 7th November 2025, and 27th January 2026

Penal Actions:

  • BSE levied penalty of ₹253,700 for non-submission of Statement of Impact of Audit Qualifications for year ended March 2024
  • After waiver, penalty reduced to ₹200,600 which has been paid and accounted for

Shareholder Complaints:

  • 2 complaints received during FY 2025-26, both resolved

Other Significant Disclosures

Dividend and Reserves:

  • No dividend recommended for FY 2025-26 to conserve resources
  • No amount transferred to reserves

Deposits and Borrowings:

  • No deposits accepted from public under Section 73 of Companies Act, 2013
  • Term loans from banks secured by hypothecation of current assets and charge over fixed assets
  • Unsecured loans from directors and related companies

Foreign Exchange Transactions:

  • Export Earnings: ₹74.84 lakh (Previous year: ₹160.45 lakh)
  • Import Expenditure: ₹160.89 lakh (Previous year: ₹4.52 lakh)
  • Foreign Exchange Gain (net): ₹4.11 lakh included in other income

Corporate Social Responsibility:

  • Provisions of Section 135 relating to CSR not applicable to the company

Internal Financial Controls:

  • Company has adequate internal financial controls commensurate with size and operations
  • No material weakness observed in design or operation

Voting Arrangements

E-voting Facilities:

  • Remote e-voting through MUFG Intime India Private Limited's Insta Vote platform
  • Voting period: 14th September 2026 (09:00 AM) to 18th September 2026
  • Physical voting at AGM venue for those not voting remotely
  • Mr. Ganesh Palve, Practicing Company Secretary appointed as Scrutinizer

Important Instructions for Shareholders:

  • Members holding shares in physical form must update PAN, KYC, nomination details with RTA
  • SEBI mandate requires all transfers to be in dematerialized form only
  • Members encouraged to register email addresses for electronic communication

Material Litigations and Contingencies

Contingent Liabilities:

1. GST demand of ₹20.70 lakh for FY 2019-20 (appeal filed with deposit of ₹0.99 lakh)

2. Income tax matters under dispute totaling ₹41.79 lakh across various assessment years

3. Civil court matter for recovery of ₹1.83 lakh (appealed)

Tax Demands:

  • Income tax demands under dispute: ₹37.87 lakh (AY 2010-11), ₹2.11 lakh (FY 2012-13), ₹0.12 lakh (FY 2013-14), ₹1.09 lakh (FY 2014-15)
  • TDS demands: ₹7.65 lakh for various financial years

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