AGM Details

The Fifteenth AGM is scheduled for Tuesday, September 29, 2026, at 12:30 P.M. (IST) to be held through Video Conference (VC) / Other Audio-Visual Means (OAVM). The deemed venue is the registered office in Sonipat, Haryana.

Register of Members Closure

The Register of Members and Share Transfer Books will remain closed from Tuesday, September 22, 2026, to Monday, September 28, 2026 (both days inclusive).

Business to be Transacted

I. Ordinary Business:

1. Adoption of Standalone Financial Statements: To receive, consider, and adopt the Annual Standalone Financial Statements for the year ended March 31, 2026, together with the Board's Report and Auditor's Report.

2. Adoption of Consolidated Financial Statements: To receive, consider, and adopt the Annual Consolidated Financial Statements for the year ended March 31, 2026, together with the Board's Report and Auditor's Report.

3. Appointment of Director: To appoint a director in place of Mr. Arihant Jain (DIN: 08280553), who retires by rotation and offers himself for re-appointment.

4. Re-appointment of Statutory Auditors: To approve the re-appointment of M/s D G M S & Co., Chartered Accountants (Firm Registration No. 0112187W), as the Statutory Auditors for a second term of five years, from the conclusion of the 15th AGM till the conclusion of the 20th AGM in 2031. The remuneration is to be decided by the Board.

II. Special Business:

5. Re-appointment of Independent Director: To approve the re-appointment of Mrs. Tesu Alakh (DIN: 07300250) as a Non-Executive Independent Director for a second term of five years, effective October 27, 2026, to October 26, 2031.

6. Regularization of Independent Director: To approve the regularization of Mrs. Deepali Singla (DIN: 11442242) as a Non-Executive Independent Director. She was appointed as an Additional Director (Non-Executive Independent) effective December 26, 2025, and seeks appointment for a term of five years.

7. Sale of Subsidiary: To approve the sale of the entire investment in the subsidiary company, Upender Metaplast Private Limited, to Mr. Atul Jain and Mrs. Vandana Jain for ₹5,00,000. The resolution is pursuant to Section 180(1)(a) of the Companies Act, 2013.

Financial Performance (FY 2025-26)

Standalone:
  • Total Income: ₹1,272.98 Lakhs (Previous Year: ₹1,832.46 Lakhs)
  • Total Expenditure: ₹1,320.56 Lakhs (PY: ₹1,806.52 Lakhs)
  • Profit/(Loss) Before Depreciation and Tax: ₹(47.59) Lakhs (PY: ₹25.93 Lakhs Profit)
  • Depreciation: ₹10.36 Lakhs (PY: ₹6.59 Lakhs)
  • Profit/(Loss) After Tax: ₹(35.97) Lakhs (PY: ₹13.19 Lakhs Profit)
  • Basic/Diluted EPS: ₹(1.71) (PY: ₹0.63)
Consolidated:
  • Total Income: ₹2,240.44 Lakhs (PY: ₹1,832.63 Lakhs)
  • Total Expenditure: ₹2,314.16 Lakhs (PY: ₹1,813.83 Lakhs)
  • Profit/(Loss) Before Depreciation and Tax: ₹(73.71) Lakhs (PY: ₹18.80 Lakhs Profit)
  • Depreciation: ₹10.95 Lakhs (PY: ₹8.12 Lakhs)
  • Profit/(Loss) After Tax: ₹(55.87) Lakhs (PY: ₹6.11 Lakhs Profit)
  • Basic/Diluted EPS: ₹(2.66) (PY: ₹0.29)

Material Post-Balance Sheet Event

Subsequent to the year-end, on April 28, 2026, a change in control occurred. R G Family Trust, Mr. Sameer Gupta, and Mr. Sundeep Gupta (the 'Acquirers') entered into a Share Purchase Agreement with the erstwhile promoters to acquire 11,93,200 Equity Shares, constituting 56.82% of the paid-up equity share capital. This triggered an open offer under SEBI Takeover Regulations for up to 5,46,000 Equity Shares (26%) at ₹20 per share.

Key Management and Board Changes

  • Resignations: Mr. Nitin Mehra (Additional Executive Director) resigned on August 28, 2025. Mr. Kuldeep Singh Solanki (Independent Director) resigned on December 26, 2025. Mr. Anand Katarmal (Company Secretary & Compliance Officer) resigned on July 7, 2026.
  • Appointments: Mrs. Vandana Jain was appointed as an Additional Executive Director on August 28, 2025, and later regularized by shareholders. Mrs. Deepali Singla was appointed as an Additional Independent Director on December 26, 2025. Ms. Shipra Rathi was appointed as Company Secretary & Compliance Officer on July 16, 2026.
  • Current KMPs: Mr. Aditya Mahavir Jain (Managing Director), Mr. Pankaj Jain (CFO), Ms. Shipra Rathi (Company Secretary).

Significant Write-offs

During the year, the company wrote off:

  • Trade Receivables/Loans & Advances: ₹71.55 Lakhs, of which ₹47.79 Lakhs pertained to litigated receivables deemed unrecoverable.
  • Expired/Obsolete Inventory: ₹57.73 Lakhs.
  • Sundry Balances Written Back (Income): ₹1.45 Lakhs.

Subsidiary

The company has one subsidiary, Upender Metaplast Private Limited. The Board has proposed its sale for ₹5 lakhs, which is subject to shareholder approval (Item 7 of Special Business).

Dividend and Reserves

No dividend was recommended for the year ended March 31, 2026. The Board decided not to transfer any amount to reserves.

Auditors

  • Statutory Auditors: M/s. D G M S & Co., Chartered Accountants. Their reappointment is sought for a second term (Item 4 of Ordinary Business).
  • Secretarial Auditor: M/s. JNG & Co., Company Secretaries.
  • Internal Auditor: M/s. B B Gusani and Associates, Chartered Accountants.

The Auditor's Reports do not contain any qualifications, reservations, or adverse remarks.

Corporate Governance

As the company is listed on the BSE SME Platform, it is exempt from certain corporate governance compliance requirements. The report includes details of Board meetings, committee compositions (Audit, Nomination & Remuneration, Stakeholders Relationship), and a Directors' Responsibility Statement.

Voting Information

  • Remote e-Voting Period: Commences on Friday, September 25, 2026 (9:00 A.M.) and ends on Monday, September 28, 2026 (5:00 P.M.).
  • Cut-off Date: Tuesday, September 22, 2026.
  • Scrutinizer: Mr. Vivek Rawal, Practicing Company Secretary.
  • e-Voting Provider: National Securities Depository Limited (NSDL).