AGM Details

The 125th Annual General Meeting will be held on Wednesday, September 16, 2026 at 3:00 PM (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM).

Business to be Transacted

Ordinary Business:

1. Adoption of Audited Financial Statements for FY 2025-26 together with Reports of Board of Directors and Auditors

2. Declaration of Final Dividend of ₹25 per equity share (250%) for FY 2025-26

3. Declaration of Special Dividend of ₹25 per equity share (250%) for FY 2025-26

4. Re-appointment of Mr. Ranjit Malhotra (DIN: 00026933) who retires by rotation

Special Business:

5. Ratification of remuneration of Cost Auditor M/s. Vinay Mulay & Co. at ₹1,50,000 plus applicable taxes for FY 2026-27

6. Re-appointment of Dr. Anuja N. Mohe (DIN: 09263246) as Woman Independent Director for second term of 5 years from September 16, 2026 to September 15, 2031

Dividend Information

  • Final Dividend: ₹25 per share (250% on paid-up equity shares of ₹10 each)
  • Special Dividend: ₹25 per share (250% on paid-up equity shares of ₹10 each)
  • Total dividend absorption: ₹2999.98 lakh (Previous Year: ₹1499.99 lakh)
  • Record Date: September 9, 2026
  • Payment Date: On or after September 16, 2026
  • Dividend income is taxable in hands of members with TDS deduction as per Income-tax Act, 1961

Financial Performance Highlights (FY 2025-26)

  • Total Revenue: ₹74,966.98 lakh (Previous Year: ₹69,183.30 lakh)
  • Profit before tax: ₹6,013.11 lakh (Previous Year: ₹4,000.63 lakh)
  • Profit after tax: ₹5,154.80 lakh (Previous Year: ₹3,444.97 lakh)
  • Earnings per share (Basic & Diluted): ₹85.91 (Previous Year: ₹57.42)
  • Total Comprehensive Income: ₹5,240.88 lakh (Previous Year: ₹2,884.35 lakh)

Capital Structure

  • Authorized Share Capital: ₹15.50 crore
  • Paid-up Equity Share Capital: ₹6.00 crore (59,999,998 shares of ₹10 each)
  • No change in share capital during the year

Division-wise Operational Performance

Vitrum Glass Division:

  • Turnover: ₹246.49 crores including export revenues of ₹40.44 crores
  • Manufacturing capacity: exceeding 1.90 million bottles per day
  • Clients include Procter & Gamble, GlaxoSmithKline, Abbott India, Cipla, etc.

Empire Machine Tools (EMT):

  • Strong order inflows across Energy & Power, Automotive, Defence, Railways, Steel, Aerospace sectors
  • Supported by Government's "Make in India" initiative

Empire Industrial Equipment (EIE):

  • Focus on Oil & Gas, Steel & Metallurgy, Ports, and Shipyards sectors
  • Recovery phase with several projects under discussion and execution

Empire Vending (GRABBIT+ & EMPERIA 1900):

  • Expansion of digital vending infrastructure and product offerings
  • Focus on cashless transactions and operational efficiencies

Empire Industrial Centrum, Ambernath:

  • 35-acre property development project
  • Phases 1-4 completed with occupation certificates
  • Evaluating launch of commercial development

The Empire Business Centre (TEBC):

  • Serviced office spaces at Lower Parel and Airoli
  • Strong occupancies and premium realizations

Empire Commercial Property:

  • Manages approximately one million square feet of commercial/IT space
  • Properties at full occupancy with tenants including HDFC Bank, ICICI Bank, Zee Entertainment

Empire Foods:

  • Imports frozen and chilled food products
  • Operates through twelve branch offices across India
  • Received "Best Importer of Food & Beverage Products in India" award at Annapoorna Inter Food Awards 2025

Capital Expenditure

Major capital expenditure during the year:

  • Plant & Machinery: ₹376.66 lakh
  • Vehicles: ₹366.91 lakh
  • Office Equipment: ₹53.09 lakh
  • Furniture & fixtures: ₹5.46 lakh
  • Software: ₹43.73 lakh

Board and Committee Composition

Board of Directors:

  • Mr. S. C. Malhotra (Chairman)
  • Mr. Ranjit Malhotra (Vice-Chairman & Managing Director)
  • Mr. Dileep Malhotra (Joint Managing Director)
  • Mr. Kabir Malhotra (Executive Director)
  • Mr. Rajbir Singh (Independent Director - tenure ending at AGM)
  • Ms. Geetanjali Naidu (Woman Independent Director)
  • Dr. Anuja Mohe (Woman Independent Director)
  • Mr. Sujoy Sengupta (Independent Director)
  • Mrs. Bhavna D. Prabhu (Woman Independent Director)

Committee Composition:

  • Audit Committee: Mr. Rajbir Singh (Chairman), Dr. Anuja Mohe, Mr. Sujoy Sengupta
  • Stakeholders' Relationship Committee: Mr. Rajbir Singh (Chairman), Ms. Geetanjali Naidu, Mrs. Bhavna D. Prabhu
  • Nomination & Remuneration Committee: Mr. Rajbir Singh (Chairman), Dr. Anuja Mohe, Mrs. Bhavna D. Prabhu
  • CSR Committee: Mr. Kabir Malhotra (Chairman), Mr. Dileep Malhotra, Mr. Rajbir Singh
  • Risk Management Committee: Mr. Dileep Malhotra (Chairman), Mr. Rajbir Singh, Ms. Geetanjali Naidu

Director Remuneration (FY 2025-26)

  • Mr. Ranjit Malhotra: ₹174.11 lakh (Salary: ₹106.08 lakh + Perquisites: ₹68.03 lakh)
  • Mr. Dileep Malhotra: ₹141.39 lakh (Salary: ₹99.84 lakh + Perquisites: ₹41.55 lakh)
  • Mr. Kabir Malhotra: ₹114.57 lakh (Salary: ₹87.00 lakh + Perquisites: ₹25.57 lakh)
  • Sitting fees to Non-Executive Directors ranged from ₹2-4 lakh

Auditor Appointments

  • Statutory Auditors: M/s. A. T. Jain & Co., Chartered Accountants (reappointed for 5 years from 121st AGM)
  • Secretarial Auditor: Ms. Deepa Gupta, Practicing Company Secretary
  • Cost Auditor: M/s. Vinay Mulay & Co. at remuneration of ₹1,50,000 plus taxes for FY 2026-27

Corporate Social Responsibility

  • CSR expenditure: ₹91.52 lakh (2% of average net profit)
  • Focus areas: Healthcare, education, malnutrition, water hygiene and sanitation
  • Implemented through KARO Trust (registered under Bombay Public Trusts Act, 1950)

Contingent Liabilities

  • VAT and Entry Tax disputes in Madhya Pradesh: ₹594.87 lakh (net of deposits)
  • GST tax dispute: ₹92.93 lakh
  • Total contingent liabilities: ₹687.80 lakh (net of deposits)

E-voting Arrangements

  • Remote e-voting period: September 11, 2026 (9:00 AM) to September 15, 2026 (5:00 PM)
  • Cut-off date for voting rights: September 9, 2026
  • Scrutinizer: Ms. Deepa Gupta, Practicing Company Secretary
  • E-voting through NSDL platform

Unclaimed Dividend Transfer

  • Unclaimed dividend for financial years 2018-19 to 2024-25 scheduled for transfer to IEPF on respective due dates
  • 2018-19 dividend transfer due on August 31, 2026

Credit Ratings

  • Banking Facilities: CARE A (Stable) for long-term, CARE A1 for short-term
  • Fixed Deposit Programme: CRISIL A (Stable outlook)

Significant Accounting Policies

Financial statements prepared in accordance with Indian Accounting Standards (Ind AS)

Key accounting policies include revenue recognition, property plant and equipment, intangible assets, inventories, financial instruments, impairment, foreign currency transactions, taxes, provisions, and employee benefits