Key Dates and Event Details

  • 37th AGM Date: Wednesday, September 23, 2026
  • AGM Time: 12:30 PM IST
  • AGM Mode: Video Conferencing / Other Audio-Visual Means (Virtual)
  • Record Date (Cut-off date) for E-voting: September 16, 2026
  • Remote E-voting Period: Begins September 20, 2026 (9:00 AM) and ends September 22, 2026 (5:00 PM)
  • Book Closure: From Thursday, September 17, 2026, to Wednesday, September 23, 2026 (both days inclusive).
  • Dividend Payment Date: If declared, on or before October 22, 2026.

Business to be Transacted at AGM

Ordinary Business (Requiring Ordinary Resolutions)

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

2. Declaration of Dividend: To declare a dividend of ₹2.50 (Rupees Two and Fifty Paise Only) per equity share of ₹10 each for FY 2025-26, as recommended by the Board.

3. Re-appointment of Director (Retiring by Rotation): To re-appoint Shri Pragnesh Kantilal Shah (DIN: 00228223), who retires by rotation.

Special Business (Requiring Special Resolutions)

4. Re-appointment of Director (Retiring by Rotation): To re-appoint Shri Laxman Chetandas Tilani (DIN: 00532516) as a Non-Executive Non-Independent Director, including seeking member consent pursuant to SEBI LODR Regulation 17(1A).

5. Re-appointment of Independent Director: To re-appoint Shri Aviv Joseph Divekar (DIN: 00689884) as an Independent Director for a second and final term of five years, from September 1, 2026, to August 31, 2031.

Financial Performance Highlights (FY 2025-26)

  • Revenue from Operations: ₹49.64 Crore (Decreased by 2.94% from FY25's ₹51.14 Crore)
  • Profit Before Depreciation & Finance Cost: ₹7.31 Crore (FY25: ₹8.89 Crore)
  • Finance Cost: ₹1.04 Crore (FY25: ₹1.09 Crore)
  • Depreciation & Amortisation: ₹4.36 Crore (FY25: ₹4.13 Crore)
  • Profit Before Tax (PBT): ₹1.92 Crore (FY25: ₹3.67 Crore)
  • Tax Expense:
  • Current Tax: ₹0.94 Crore
  • Deferred Tax: (₹0.50 Crore) [Credit]
  • (Excess)/Short Provision for earlier years: (₹0.04 Crore) [Credit]
  • Profit/(Loss) for the year: ₹1.48 Crore (FY25: ₹2.63 Crore)
  • Other Comprehensive Income (Loss): (₹0.11 Crore)
  • Total Comprehensive Income for the year: ₹1.37 Crore (FY25: ₹2.63 Crore)
  • Earnings Per Share (EPS): ₹4.12 (Basic and Diluted) (FY25: ₹7.32)
  • Exports: ₹2.97 Crore (Increased by 311.18% from FY25)
  • Bad Debts Written Off: ₹1.40 Lakh (FY25: ₹1.54 Lakh)
  • Foreign Exchange Gain (Net): ₹4.71 Lakh

Dividend Information

  • Recommended Dividend: ₹2.50 per equity share of ₹10 each.
  • Total Dividend Outgo: ₹89.97 Lakh (subject to shareholder approval).
  • Previous Year Dividend: Not declared in FY 2024-25.
  • Dividend will be subject to TDS as per the Income Tax Act, 2025.

Capital Structure

  • Authorised Share Capital: 50,00,000 Equity Shares of ₹10 each (₹5.00 Crore)
  • Issued, Subscribed & Paid-up Capital: 35,98,700 Equity Shares of ₹10 each (₹3.60 Crore). No change during the year.
  • Buy-back: The company had bought back 3,60,000 equity shares in the previous year (settled September 26, 2024).

Directors and Key Managerial Personnel (KMP)

  • Board of Directors (9 Members):
  • Shri Dinesh A Bilgi (DIN:00096099) - Managing Director & CFO
  • Shri Neel D Bilgi (DIN:00096180) - Managing Director
  • Shri Chirag D Bilgi (DIN:02094970) - Managing Director
  • Shri Pragnesh K Shah (DIN:00228223) - Director (Proposed for re-appointment)
  • Shri Laxman C Tilani (DIN:00532516) - Director (Proposed for re-appointment)
  • Shri Manoj U Shah (DIN:00371917) - Director
  • Shri Aviv J Divekar (DIN:00689884) - Independent Director (Proposed for re-appointment)
  • Smt Rekha Agarwal (DIN: 10687675) - Independent Director
  • Shri Sunil Bansibhai Shah (DIN: 02107662) - Independent Director
  • Company Secretary & Compliance Officer: Smt Kairavi Bilgi (ACS 21519)
  • Re-appointments: The terms of the three Managing Directors were re-appointed from August 1, 2026, to July 31, 2029, approved in the previous AGM.

Statutory Auditors

  • Firm: M/s Sweta Patel & Associates, Chartered Accountants (Firm Regn No.139165W)
  • Tenure: Re-appointed for five years until the conclusion of the 38th AGM.
  • Fees for FY26: ₹3.50 Lakh

Secretarial Auditors

  • Firm: M/s Preyansh Shah & Associates, Practising Company Secretary
  • Tenure: Appointed for five years from FY 2025-26 to 2029-30.
  • Key Observation: Noted that Director's Declarations under Section 164 of the Companies Act, 2013, were received from all directors except Mr. Laxman Chetandas Tilani. The company clarified that efforts were made but no response was received.

Registrars and Share Transfer Agent (RTA)

  • Firm: MUFG INTIME INDIA PRIVATE LIMITED, Ahmedabad.

Bankers

  • State Bank of India

Registered Office & Plant

  • 612, GIDC Industrial Estate, Chhatral, Tal - Kalol, Dist - Gandhinagar - 382 729, Gujarat.

Operational and Other Highlights

  • Business: Manufacturers of Woven and Printed Textile Labels.
  • Units: Two manufacturing units at Chhatral and Anjar, Gujarat.
  • Employees: 227 persons as of March 31, 2026 (Previous year: 247).
  • Green Energy: The company generates power through 1.6MW wind turbine generators & 130 KW Solar power.
  • Donations: Voluntarily donated ₹15.51 Lakh to various trusts for charitable activities.
  • Related Party Transactions: Transactions with ANC Systems LLP, ACN Systems LLP, Latha Services LLP, and Ultra Polydye Pvt Ltd (where directors are partners/directors) were at arm's length, primarily for leave & license agreements and purchase of dyed yarn. Total value: ₹107.17 Lakh (rent) and ₹666.48 Lakh (purchases).
  • GST Notice: The company has received a notice for demand and interest of ₹31.93 Lakh from GST Authorities for FY 2018-19 to 2023-24 and has filed an appeal.
  • IEPF: Unpaid dividend for 2017-18 and 20,430 equity shares were transferred to the Investor Education and Protection Fund (IEPF) in February 2026.

Corporate Governance and Compliance

  • Board Meetings: Four meetings were held during the year.
  • Compliance: The Directors' Responsibility Statement confirms compliance with accounting standards, maintenance of adequate records, and preparation of accounts on a going concern basis.
  • Policies: The company has policies for Code of Conduct, Risk Management, Whistle Blower, CSR, Related Party Transactions, etc., available on its website.
  • Listing: Equity shares are listed on BSE Ltd (Scrip Code: 526851, ISIN: INE480H01011). Annual listing fees for 2026-27 have been paid.

E-voting and Virtual Meeting Instructions

Detailed instructions are provided for shareholders to vote remotely via CDSL/NSDL platforms and to join the virtual AGM. Shareholders are encouraged to update their email IDs and mobile numbers with their Depository Participants (DPs) or the Company/RTA.

Important Notes from the Report

  • No material changes and commitments affecting the financial position occurred between the year-end and the date of the report.
  • No significant orders were passed by any Regulators, Courts, or Tribunals impacting the going concern status.
  • The company has not accepted any public deposits.
  • All assets are adequately insured.