AGM Details

  • Date: Friday, July 31, 2026
  • Time: 3:30 PM IST
  • Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM) through National Securities Depository Limited (NSDL)
  • Cut-off date for determining members eligible to vote: Friday, July 24, 2026
  • Remote e-voting period: Tuesday, July 28, 2026 (9:00 AM) to Thursday, July 30, 2026 (5:00 PM)

Business to be Transacted

Ordinary Business

1. Adoption of audited financial statements for FY 2025-26 including:

  • Standalone financial statements with Board of Directors and Auditors reports
  • Consolidated financial statements with Auditors report

2. Declaration of final dividend of ₹13 per equity share (130%) for FY ended March 31, 2026

3. Re-appointment of Mr. Rajesh Batra (DIN: 00020764) who retires by rotation

Financial Highlights (₹ in Lakhs)

| Particulars | 2025-26 | 2024-25 | 2023-24 | 2022-23 | 2021-22 |

| Equity Share Capital | 258 | 258 | 258 | 258 | 258 |

| Reserves and Surplus | 2,122 | 1,892 | 1,487 | 1,168 | 3,959 |

| Net Worth | 2,380 | 2,150 | 1,745 | 1,426 | 4,217 |

| Turnover | 710 | 480 | 187 | 348 | 244 |

| Profit Before Tax | 574 | 539 | 335 | (2,778) | 510 |

| Final Dividend | 336 (130%) | 323 (125%) | 78 (30%) | 39 (15%) | 78 (30%) |

| EPS (₹) | 21.48 | 18.82 | 13.69 | (105.03) | 16.98 |

Key Financial Performance Metrics

  • Revenue from operations: ₹709.84 lakhs (48% increase from previous year's ₹479.59 lakhs)
  • Other income: ₹938.34 lakhs (marginally lower due to reduced dividends from overseas subsidiary)
  • Profit before tax: ₹573.88 lakhs (higher than previous year's ₹539.05 lakhs)
  • Profit after tax: ₹555.01 lakhs
  • Total comprehensive income: ₹553.35 lakhs
  • Dividend recommended: ₹13 per share (130%) with total outflow of ₹335.94 lakhs

Subsidiary Performance - BB (UK) Limited

  • Revenue from operations: GBP 12.14 million (GBP 15.66 million in previous year)
  • Net profit before tax: GBP 415,066 (marginally lower than previous year)
  • Dividend received by parent: ₹419.45 lakhs (₹432.30 lakhs in previous year)
  • Challenges: Intense competition in territories, adverse market conditions, geopolitical disturbances affecting medium-term outlook

Board of Directors

Current Composition

  • Mr. Rajesh Batra - Chairman & Managing Director
  • Mr. Satyan Shivkumar Israni - Independent Director
  • Mr. Nakul Toshniwal - Independent Director
  • Ms. Rina Suresh Deora - Independent Director (w.e.f. May 20, 2025)
  • Mr. Divakar G. Kamath - Executive Director and CFO
  • Mr. Rohan Batra - Non-executive Director

Changes During the Year

  • Mr. Rajesh Batra re-appointed as Managing Director for 3 years from June 1, 2025 to May 31, 2028
  • Mr. Divakar G. Kamath re-appointed as Executive Director and CFO for 3 years from April 1, 2026 to March 31, 2029
  • Ms. Rina Suresh Deora appointed as Independent Director for 5 years from May 20, 2025 to May 19, 2030
  • Ms. Pheroza Jimmy Bilimoria ceased to be Independent Director consequent to expiry of her second term on August 13, 2025

Key Appointments

  • Statutory Auditors: GPS & Associates (appointed until 75th AGM in 2027)
  • Registrars & Share Transfer Agents: MUFG Intime India Private Limited
  • Bankers: Axis Bank Limited, HDFC Bank Limited
  • Scrutinizer for e-voting: Mr. Hemanshu Kapadia, Proprietor of Hemanshu Kapadia & Associates

Share Capital Information

  • Authorized capital: ₹15.00 crores (₹4.85 crores equity shares + ₹10.15 crores preference shares)
  • Issued, subscribed and paid-up capital: ₹2.58 crores (25,84,160 equity shares of ₹10 each)
  • Promoter shareholding: 75% through R.B. Fitness and Trading Private Limited and other promoter entities

Corporate Governance

  • Corporate governance provisions under Regulation 15(2) of SEBI LODR not applicable as paid-up equity share capital (₹2.58 crores) and net worth (₹21.50 crores) below specified thresholds for 3 consecutive years
  • Board evaluation conducted satisfactorily
  • 5 Board meetings held during the financial year

Dividend Information

  • Final dividend for FY 2025-26: ₹13 per share (130%) subject to shareholder approval
  • Dividend payment date: On or after July 31, 2026
  • Record date: July 24, 2026
  • Taxation: Dividend income taxable in hands of members with TDS applicable at prescribed rates

Transfer to Investor Education and Protection Fund (IEPF)

  • 10,174 equity shares transferred to IEPF during FY 2025-26 in accordance with Section 125 of Companies Act, 2013
  • Unclaimed dividends for financial year ended March 31, 2019 to be transferred to IEPF in FY 2026-27

Internal Financial Controls

Auditors reported adequate internal financial controls with reference to financial statements operating effectively as at March 31, 2026.

Risk Factors Identified

1. Destruction of properties and assets due to fire - mitigated through comprehensive insurance

2. Loss of income from office premises - mitigated through registered Leave and License agreements with reputed licensees

3. Geopolitical disturbances in West Asia affecting trading activities and logistics

4. Intense competition in international markets affecting subsidiary performance

Material Legal Matters

  • Wealth Tax demands: ₹51.25 lakhs for assessment years 1997-98 & 1998-99 (disputed, appeal filed with Bombay High Court)
  • Income Tax demands: ₹16.43 lakhs for assessment year 2013-14 (disputed, appeal filed with Commissioner (Appeals))

Other Significant Disclosures

  • Company not covered under Corporate Social Responsibility provisions due to net profit below ₹5 crores
  • No frauds reported by auditors under Section 143(12) of Companies Act, 2013
  • No material orders passed by regulators/courts impacting going concern status
  • Secretarial audit report issued without any qualification or adverse remark

Important Dates

  • Book closure: July 25, 2026 to July 31, 2026 (both days inclusive)
  • E-voting period: July 28, 2026 (9:00 AM) to July 30, 2026 (5:00 PM)
  • AGM date: July 31, 2026 at 3:30 PM
  • Last date for query submission: July 24, 2026

Voting Arrangements

  • Remote e-voting through NSDL platform
  • Physical attendance dispensed with due to virtual meeting
  • Members can join meeting 15 minutes before scheduled time through VC/OAVM facility
  • Facility available for first 1000 members on first-come-first-served basis (exclusions for large shareholders, promoters, institutional investors, directors, KMPs, etc.)

Shareholder Services

  • SWAYAM portal available for service requests, corporate actions tracking, and holdings information
  • Members encouraged to dematerialize physical shares and update KYC details
  • Grievance redressal mechanism through SCORES portal and Online Dispute Resolution

#Tags: #CravatexLimited #AGM2026 #FY2026Results #Dividend #SEBIDisclosure #RegulatoryCompliance #FinancialUpdate #Neutral