AGM Details

The 80th Annual General Meeting will be held on Wednesday, 30th September 2026 at 10:00 a.m. at Board Room, 1st Floor, Hotel Gurudev Grand, Gurudev Darshan, Near Adharwadi Circle, Above Croma Store, Kalyan (West), Thane - 421 301.

Business to be Transacted

Ordinary Business:

1. To consider and adopt Audited Financial Statements for year ended 31st March 2026 with Directors' and Auditors' reports

2. To appoint director in place of Mr. Banwari Lal Jatia (DIN: 00016823) who retires by rotation and offers himself for re-appointment

Special Business:

3. To give assent/dissent to ordinary resolution for approving Related Party Transactions with promoter group entities for FY 2026-2027 and FY 2027-2028

Key Financial Performance (FY 2025-2026)

  • Revenue from Operations: ₹1,061.42 lakhs (previous year: ₹588.93 lakhs) - 80.23% increase
  • Total Income: ₹1,110.76 lakhs (previous year: ₹633.16 lakhs)
  • Profit Before Tax: ₹540.62 lakhs (previous year: ₹278.26 lakhs)
  • Net Profit After Tax: ₹493.20 lakhs (previous year: ₹128.69 lakhs)
  • Total Comprehensive Income: ₹518.71 lakhs (previous year: ₹104.81 lakhs)
  • No dividend recommended for conservation of resources

Segment-wise Revenue Breakdown

  • Industrial Chemicals: ₹280.17 lakhs (previous year: ₹107.29 lakhs)
  • Investment Activities: ₹445.37 lakhs (previous year: ₹259.77 lakhs)
  • Leasing Activities: ₹335.87 lakhs (previous year: ₹221.87 lakhs)

Related Party Transactions (Item No. 3)

The company seeks omnibus approval for material Related Party Transactions with promoter group entities:

With Hardcastle Petrofer Private Limited (HPPL):

  • Total proposed transactions: ₹41.25 crores
  • Breakdown: Sale of Services (₹7.25 cr), Purchase of Goods (₹7.50 cr), Sale of Goods (₹1.50 cr), Inter-Corporate Deposits (₹25.00 cr)
  • Financial year-wise breakup: FY2026-2027: ₹20.63 cr, FY2027-2028: ₹20.63 cr
  • Value as % of company's annual consolidated turnover: 388.63%
  • Interest rate on ICDs: 7.75% per annum, unsecured, repayable on demand

With Hawco Petrofer LLP:

  • Total proposed transactions: ₹16.00 crores
  • Breakdown: Sale of Services (₹7.00 cr), Purchase of Goods (₹7.50 cr), Sale of Goods (₹1.50 cr)
  • Financial year-wise breakup: FY2026-2027: ₹8.00 cr, FY2027-2028: ₹8.00 cr
  • Value as % of company's annual consolidated turnover: 150.74%

Previous Year Transactions (FY2025-2026)

  • With HPPL: Total ₹10.41 crores (Sale of Services ₹1.35 cr, Purchase of Goods ₹2.22 cr, Sale of Goods ₹0.13 cr, ICDs ₹6.71 cr)
  • With Hawco Petrofer LLP: ₹1.13 crores (Sale of Services)

Board Composition and Changes

Current Board (as on 31st March 2026):

  • Mr. Banwari Lal Jatia, Managing Director
  • Ms. Pranjali Mangal Bhandari, Independent Director
  • Mr. Manekchand Panda, Independent Director
  • Mr. Ganpat Lal Dadhich, Non-Executive Director

Changes during the year:

  • Mr. Vimal Chand Kothari ceased as Independent Director from 22nd September 2025 due to age factors
  • Mr. Piyushkumar Mehta resigned as Non-Executive Director from 19th February 2026 due to personal reasons
  • Mr. Ganpat Lal Dadhich appointed as Additional Director (Non-Executive) from 18th March 2026
  • Mr. Sunil Kantilal Trivedi ceased as Independent Director from 30th May 2026 upon completion of second term

Director Re-appointment Details

Mr. Banwari Lal Jatia (DIN: 00016823), aged 83 years, offers himself for re-appointment:

  • Qualifications: B.Com and LLB from University of Mumbai
  • Experience: Over 57 years in paper, textiles, chemicals, food processing, mining, healthcare, investments and finance
  • Associated with company since 1994
  • Terms and conditions to remain same as approved by members at AGM held on 30.09.2025
  • Attended 5 out of 8 board meetings during the year
  • Shareholding in company: Nil

Corporate Governance

  • Board Meetings: 8 meetings held during the year
  • Audit Committee: Comprises Ms. Pranjali Mangal Bhandari (Chairperson), Mr. Manekchand Panda, Mr. Ganpat Lal Dadhich
  • Nomination & Remuneration Committee: Comprises Ms. Pranjali Mangal Bhandari (Chairperson), Mr. Manekchand Panda, Mr. Ganpat Lal Dadhich
  • Stakeholders' Relationship Committee: Ms. Pranjali Mangal Bhandari as Chairperson
  • Vigil Mechanism: In place for directors and employees to report genuine concerns

Share Capital and Distribution

  • Authorized Capital: 5,000,000 equity shares of ₹10 each (₹500.00 lakhs)
  • Issued, Subscribed and Paid-up: 679,474 equity shares of ₹10 each, fully paid up (₹67.95 lakhs)
  • Promoter Shareholding: ~73.61% (Achal Jatia and entities)
  • Dematerialized Shares: 97.81% of equity shares as on 31st March 2026

Unclaimed Shares

  • 9,601 shares belonging to 76 shareholders lying in Unclaimed Shares Suspense Demat Account
  • During the year, 1 member claimed 23 shares
  • Voting rights on these shares remain frozen until claimed by rightful owners

Auditors

  • Statutory Auditors: M/s Desai Saksena & Associates, Chartered Accountants (FRN: 102358W)
  • Secretarial Auditors: M/s SKJP & Associates, Practicing Company Secretaries (FRN: P2025MH105400)
  • Audit Fees: Statutory Audit ₹0.90 lakhs, Limited Review ₹0.50 lakhs, Certificates & Other Services ₹0.15 lakhs

Legal Proceedings

Eviction suit filed by The Cricket Club of India Ltd. against the Company:

  • Company lost the suit on 14th December 2021
  • Appeal dismissed by Appellate Bench on 18th June 2025
  • Writ Petition filed before Bombay High Court in August 2025, pending with stay continued

Voting Arrangements

  • Remote e-voting period: 27th September 2026 (9:00 a.m.) to 29th September 2026 (5:00 p.m.)
  • Cut-off date for voting rights: 23rd September 2026
  • Scrutinizer: M/s SKJP & Associates, Practicing Company Secretaries
  • Voting: Only through electronic means or ballot paper at AGM, no voting by show of hands

Other Disclosures

  • Register of Members & Share Transfer Books closed: 29th September 2026 to 30th September 2026
  • Corporate Social Responsibility: Provisions not applicable for FY 2025-2026
  • Internal Financial Controls: Adequate and operating effectively as per auditor's report
  • Sexual Harassment Complaints: No complaints received during the year

#Tags: #HardcastleWaud #AGM2026 #AnnualReport #SEBIDisclosure #RelatedPartyTransactions #FinancialResults #CorporateGovernance #Neutral