AGM Details

  • Date: Tuesday, September 15, 2026
  • Time: 12:00 p.m. (IST)
  • Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Cut-off date for voting rights: Tuesday, September 8, 2026
  • Remote e-voting period: September 12, 2026 (09:00 a.m.) to September 14, 2026 (05:00 p.m.)
  • E-voting service provider: National Securities Depository Limited (NSDL)

Business to be Transacted

Ordinary Businesses

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2026.

2. Reappointment of Director: To reappoint Mr. Vishal Vijaybhai Agarwal (DIN: 01763739) who retires by rotation.

Special Business

3. Approval of Related Party Transactions: Special resolution to approve transactions with related parties for FY 2026-27 totaling ₹63.35 lakhs across 13 entities.

Financial Performance Highlights (FY 2025-26)

  • Total Revenue: ₹6,959.83 lakhs (Previous year: ₹7,771.97 lakhs)
  • Profit After Tax: ₹69.15 lakhs (Previous year: ₹194.80 lakhs)
  • EPS: ₹1.65 (Previous year: ₹4.64)
  • Total Comprehensive Income: ₹69.80 lakhs (Previous year: ₹192.30 lakhs)
  • Dividend: No dividend recommended for FY 2025-26

Capital Structure

  • Authorized Share Capital: ₹5,00,00,000 (50,00,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹4,20,00,000 (42,00,000 equity shares of ₹10 each fully paid-up)
  • No change in share capital during the year

Related Party Transactions (For FY 2026-27 Approval)

The following related party transactions are proposed for shareholder approval:

| Related Party | Transaction Type | Maximum Amount (₹ lakhs) |

| V.K.A Finance & Investment Co. | Leasing of Property | 10.00 |

| Salasar Laminates Ltd. | Sale/Purchase of Goods | 1,800.00 |

| Heritage Board Limited | Sale/Purchase of Goods | 1,000.00 |

| Hidesign Innovation | Sale/Purchase of Goods | 1,800.00 |

| Krishna Décor Private Limited | Leasing of Property | 5.00 |

| Megasol Global Santej | Sale/Purchase of Goods | 200.00 |

| Salasar Trades | Sale/Purchase of Goods | 50.00 |

| Technoprint | Sale/Purchase of Goods | 200.00 |

| Heritage Laminates Private Limited | Sale/Purchase of Goods | 3,000.00 |

| Heritage Industries Private Limited | Leasing of Property | 5.00 |

| Heritage Laminates Pvt Ltd - AHM | Leasing of Property | 5.00 |

| Vishal V Agarwal | Leasing of Property | 5.00 |

| Vikas V Agarwal | Leasing of Property | 5.00 |

Director Changes

  • Mr. Gunjan Yogesh Pandya (DIN: 08493307) and Ms. Nupur Bipinchandra Modi (DIN: 08261303) vacated office as Independent Directors pursuant to Section 167(1)(b) of Companies Act, 2013 due to absence from all board meetings for twelve months.
  • Form DIR-12 filed with MCA on June 20, 2026 for recording their cessation (under processing as of report date).
  • Ms. Anjali Shivsharan Upadhyay, Mrs. Dyuti Deepak Vyas and Mr. Diwakar Navalkishor Jha continue as Non-Executive Independent Directors.

Key Management Personnel

  • Mr. Vijay Kumar Dindayal Agarwal: Chairman and Managing Director (DIN: 01869337)
  • Mr. Vishal Vijay Bhai Agarwal: Director and Chief Financial Officer (DIN: 01763739)
  • Ms. Florica Savan Patel: Company Secretary and Compliance Officer (w.e.f. August 12, 2025)

Board and Committee Meetings

  • Board Meetings: 7 meetings held during FY 2025-26
  • Audit Committee: 5 meetings held
  • Nomination and Remuneration Committee: 3 meetings held
  • Stakeholder Relationship Committee: 4 meetings held

Compliance Observations

The Secretarial Audit Report highlighted the following compliance issues:

1. Vacation of Director Office: Two independent directors vacated office under Section 167(1)(b) for non-attendance

2. Delay in Submission: Annual Secretarial Compliance Report for FY 2024-25 submitted with delay, resulting in ₹54,000 fine

3. Related Party Transactions: Instances of non-compliance with Regulation 23 of SEBI LODR Regulations

4. Outstanding Fines: Payment of outstanding fines pertaining to earlier periods (2017 and 2021)

Foreign Exchange Transactions

  • Foreign Exchange Earned: ₹21,33,90,107
  • Foreign Exchange Outgo: ₹9,46,73,480

Other Disclosures

  • Dematerialized Shares: 89.55% of shares held in dematerialized form as of March 31, 2026
  • Public Deposits: No public deposits accepted during the year
  • Subsidiaries: No subsidiary, joint venture or associate companies
  • Corporate Social Responsibility: CSR provisions not applicable to the company
  • Vigil Mechanism: Whistle Blower Policy implemented, no complaints received during the year

Important Dates

  • Book Closure: September 9, 2026 to September 15, 2026 (both days inclusive)
  • AGM Date: September 15, 2026
  • E-voting Period: September 12-14, 2026

Website and Contact Information

  • Factory: Plot no. 1195, Rajpur Village, Chatral Mehsana Highway, Kadi, Mehsana-382715

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