AGM Details

  • Date: Saturday, September 26, 2026
  • Time: 11:30 AM IST
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Cut-off date for e-voting: September 19, 2026
  • Remote e-voting period: September 23, 2026 (9:00 AM) to September 25, 2026 (5:00 PM)

Agenda Items

Ordinary Business:

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

2. Re-appointment of Mr. Pavan G. Morarka (DIN: 00174796) who retires by rotation

Special Business:

3. Approval of material related party transactions with W. H. Brady And Company Limited (Holding Company) for borrowing monies and availing corporate guarantee up to ₹300 crores during FY 2026-27 onwards

Financial Performance Highlights (FY 2025-26 vs FY 2024-25)

  • Gross Income: ₹7,589.70 lakhs (vs ₹9,089.75 lakhs) - decreased 16.50%
  • Profit Before Tax: ₹732.03 lakhs (vs ₹2,944.20 lakhs) - decreased 75.14%
  • Profit After Tax: ₹557.48 lakhs (vs ₹2,400.99 lakhs) - decreased 76.86%
  • EPS (Basic/Diluted): ₹24.78 (vs ₹106.73)
  • Exceptional Items: Nil (vs ₹1,931.85 lakhs gain in previous year)

Key Financial Metrics

  • Revenue from Operations: ₹7,310.55 lakhs (decreased 19.05%)
  • Operational Profit (EBITDA): ₹933.29 lakhs (decreased 22.71%)
  • Current Ratio: 2.89:1 (vs 2.37:1)
  • Debt:Equity Ratio: 0.09:1 (vs 0.19:1)
  • Return on Net Worth: 13.83% (vs 62.23%)

Dividend and Reserves

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

Share Capital

  • Authorized Capital: ₹25 crores (2 crore equity shares of ₹10 each + 50 lakh 7% preference shares of ₹10 each)
  • Paid-up Capital: ₹2.25 crores (22.5 lakh equity shares of ₹10 each fully paid-up)
  • No change in share capital during the year

Board Composition and Changes

Directors as on March 31, 2026:

  • Mr. Pavan G. Morarka - Chairman
  • Mr. Vaibhav Morarka - Vice Chairman & Managing Director
  • Mr. Rajiv Kumar Bakshi - Independent Director
  • Mr. Pinaki Misra - Independent Director
  • Mr. Yash Shah - Independent Director
  • Mr. Rajender Kumar Sharma - Director & CFO
  • Mrs. Chitralekha Hiremath - Independent Director (appointed w.e.f February 13, 2026)

Changes:

  • Ms. Mita Jha ceased as Independent Director due to demise on December 21, 2025
  • Mrs. Chitralekha Hiremath appointed as Independent Director for 5 years from February 13, 2026

Key Managerial Personnel:

  • Mr. Pavan G. Morarka - Chairman
  • Mr. Vaibhav Morarka - Vice Chairman & Managing Director
  • Mr. Rajender Kumar Sharma - Chief Financial Officer
  • Mr. Sanyo Rodrigues - Company Secretary & Compliance Officer (appointed w.e.f June 1, 2026)

Related Party Transactions

  • Material RPT: Seeking shareholder approval for transactions with W. H. Brady And Company Limited (Holding Company) for borrowing monies and availing corporate guarantee up to ₹300 crores
  • Existing Corporate Guarantee: ₹34 crores availed from Holding Company
  • Other RPTs: Sales of ₹585.62 lakhs, purchases of ₹10.20 lakhs, commission paid ₹30.23 lakhs
  • All transactions at arm's length and in ordinary course of business

Auditors and Reports

Statutory Auditors:

  • M/s. R K Doshi & Co LLP, Chartered Accountants (FRN: 102745W)
  • Appointed for 5 years from 76th AGM (2022) to 81st AGM
  • Unqualified audit report with no adverse remarks

Secretarial Auditors:

  • M/s. GMJ & Associates, Company Secretaries
  • Appointed for 5 years from April 1, 2025 to March 31, 2030
  • Unqualified secretarial audit report

Internal Auditors:

  • M/s. Rajesh Dudhara & Co., Chartered Accountants appointed for FY 2026-27

Corporate Governance

  • Compliance certificate from practicing company secretary obtained
  • All mandatory requirements of SEBI LODR Regulations complied with
  • Four Board committees: Audit, Stakeholders' Relationship, Nomination & Remuneration, CSR
  • Board met 4 times during FY 2025-26

CSR Activities

  • CSR Expenditure: ₹17.00 lakhs (2% of average net profit of preceding 3 years)
  • CSR Committee: Mr. Vaibhav Morarka (Chairman), Mr. Rajiv Kumar Bakshi, Mr. Rajender Kumar Sharma
  • Focus areas: Education, healthcare, environmental sustainability

Risk Management

  • Identified risks: Economic conditions, inflation, raw material costs, competition, labor shortages
  • Robust internal financial controls framework in place
  • No material weaknesses reported in internal controls

Other Disclosures

  • Foreign Exchange: Earnings ₹282.13 lakhs, Outgo ₹289.85 lakhs
  • Inventory: ₹1,822.26 lakhs (Raw materials ₹985.71 lakhs, WIP ₹672.74 lakhs)
  • Trade Receivables: ₹1,498.86 lakhs
  • Borrowings: ₹483.64 lakhs (cash credit from bank)
  • Contingent Liabilities: ₹320.14 lakhs (Bank guarantees ₹316.28 lakhs)
  • Cyber Fraud: ₹17.33 lakhs outstanding recovery (original fraud ₹440 lakhs in FY 2024-25, ₹402.97 lakhs written off, ₹19.70 lakhs recovered)
  • No pending litigation materially impacting financial position

Voting Arrangements

  • E-voting through CDSL platform
  • Scrutinizer: Mr. Himank Desai, Chartered Accountant
  • Physical shareholders can vote through www.evotingindia.com
  • Demat shareholders can vote through their depository participants