Hardcastle & Waud 80th Annual Report 2025-2026

Financial Performance Highlights

FY 2025-2026 Results:

Revenue from Operations: ₹1,061.42 lakhs (previous year: ₹588.93 lakhs) - increase of 80.23%
Total Income: ₹1,110.76 lakhs (previous year: ₹633.16 lakhs)
Profit before Depreciation & Amortization: ₹619.02 lakhs (previous year: ₹350.54 lakhs)
Profit before Tax: ₹540.62 lakhs (previous year: ₹278.26 lakhs)
Net Profit after Tax: ₹493.20 lakhs (previous year: ₹128.69 lakhs) - increase of 283%
Total Comprehensive Income: ₹518.71 lakhs (previous year: ₹104.81 lakhs)
Earnings per Share (Basic & Diluted): ₹72.59 (previous year: ₹18.94)

Segment-wise Revenue:

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)

Key Financial Ratios:

Return on Net Worth: 10.23% (previous year: 2.30%)
Operating Profit Margin: 48.67% (previous year: 43.95%)

Appropriations

No dividend recommended for the year to conserve resources
Balance carried forward: ₹517.14 lakhs (previous year: negative ₹1.57 lakhs)

Annual General Meeting Details

80th AGM Date: Wednesday, 30th September 2026 at 10:00 a.m.

Venue: Board Room, 1st Floor, Hotel Gurudev Grand, Gurudev Darshana, Near Adharwadi Circle, Above Croma Store, Kalyan (West), Thane - 421 301

Business to be Transacted:

Ordinary Business:

1. Adoption of Audited Financial Statements for year ended March 31, 2026 with Directors' and Auditors' reports

2. Re-appointment of Mr. Banwari Lal Jatia (DIN: 00016823) who retires by rotation

Special Business:

3. Approval for Material Related Party Transactions for FY 2026-2027 and FY 2027-2028

Voting Arrangements:

Remote e-voting period: September 27, 2026 (9:00 a.m.) to September 29, 2026 (5:00 p.m.) through NSDL
Cut-off date for voting rights: September 23, 2026
Scrutinizer: M/s SKJP & Associates, Practicing Company Secretaries

Board of Directors

Composition as on March 31, 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. Piyushkumar Mehta resigned on February 19, 2026
Mr. Vimal Chand Kothari ceased as Independent Director on September 22, 2025
Mr. Sunil Kantilal Trivedi completed his term on May 30, 2026
Mr. Ganpat Lal Dadhich appointed as Additional Director on March 18, 2026

Director Seeking Re-appointment:

Mr. Banwari Lal Jatia

Age: 83 years
Qualifications: B.Com and LLB from University of Mumbai
Experience: Over 57 years in paper, textiles, chemicals, food processing, mining, healthcare, investments and finance
Date of first appointment: May 26, 1994
Shareholding: Nil
Board Meetings attended: 5 out of 8

Related Party Transactions

Material RPTs Requiring Shareholder Approval:

The Company seeks omnibus approval for transactions with:

1. Hardcastle Petrofer Private Limited (HPPL)

Proposed transactions: ₹41.25 crores
Nature: Sale of Services (₹7.25 cr), Purchase of Goods (₹7.50 cr), Sale of Goods (₹1.50 cr), Inter-Corporate Deposits (₹25.00 cr)
Relationship: Promoter Group Entity
Previous year transactions: ₹10.41 crores

2. Hawco Petrofer LLP

Proposed transactions: ₹16.00 crores
Nature: Sale of Services (₹7.00 cr), Purchase of Goods (₹7.50 cr), Sale of Goods (₹1.50 cr)
Relationship: Promoter Group Entity
Previous year transactions: ₹1.13 crores

Key Terms:

Interest rate on Inter-Corporate Deposits: 7.75% per annum
Unsecured, repayable on demand
Funds utilization: General Corporate Purpose
Tenure: From AGM 2026 until AGM 2027

Capital Structure

Share Capital:

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 (₹67.95 lakhs)

Significant Shareholdings (as on March 31, 2026):

Jeevdani Business Ventures Limited: 339,610 shares (49.98%)
Achal Jatia Jointly with Banwari Lal Jatia: 160,557 shares (23.63%)
Rashi Fincorp Ltd: 55,144 shares (8.12%)

Asset Overview

Non-current Assets (₹4,752.72 lakhs):

Property, Plant and Equipment: ₹639.59 lakhs
Right-of-use assets: ₹8.37 lakhs
Capital Work-in-Progress: ₹26.03 lakhs
Investment Properties: ₹1,376.36 lakhs
Financial Assets (Investments): ₹2,687.21 lakhs
Other Non-current Assets: ₹15.16 lakhs

Current Assets (₹641.82 lakhs):

Investments: ₹35.03 lakhs
Trade Receivables: ₹28.56 lakhs
Cash and Cash Equivalents: ₹80.67 lakhs
Other Bank Balances: ₹15.00 lakhs
Other Current Assets: ₹482.56 lakhs

Investment Portfolio

Non-current Investments (₹2,687.21 lakhs):

Quoted Investments (₹97.05 lakhs):

TARC Ltd: 87,000 equity shares
Sanathnagar Enterprises Ltd: 3 equity shares
Westlife Development Ltd: 1 equity share

Unquoted Investments (₹2,590.16 lakhs):

SBI General Insurance Company Ltd: 11,500 equity shares (₹126.50 lakhs)
Homevista Decor and Furnishings Private Limited: 38,019 preference shares (₹204.19 lakhs)
Various Alternative Investment Funds: ₹1,273.43 lakhs
Abhinand Ventures Private Limited: 82 Non-Convertible Debentures (₹820.00 lakhs)

Key Operational Highlights

Business Segments:

1. Industrial Chemicals: Trading of industrial chemicals

2. Investments: Investment activities including gains from fair valuation and sale of investments

3. Leasing: Leasing of properties

Internal Financial Controls:

Auditors confirmed adequate internal financial controls systems are in place and operating effectively.

Human Resources:

Total employees: 4
Median remuneration: ₹10.14 lakhs (increase of 5.96%)
No complaints under Sexual Harassment of Women at Workplace Act, 2013

Audit Details

Statutory Auditors:

M/s Desai Saksena & Associates, Chartered Accountants (FRN: 102358W)

Appointment: For 5 years from conclusion of 78th AGM
Fees: Audit fees ₹0.90 lakhs, Limited review ₹0.50 lakhs, Certificates & other services ₹0.15 lakhs
Unqualified audit report with emphasis on valuation of investments and investment properties as key audit matters

Secretarial Auditors:

M/s SKJP & Associates, Practicing Company Secretaries (FRN: P2025MH105400)

Appointment: For 5 years commencing FY 2025-2026
Unqualified secretarial audit report

Internal Auditors:

Adequate internal audit system commensurate with size and nature of business

Corporate Governance

Committee Composition:

Audit Committee:

Ms. Pranjali Mangal Bhandari (Chairperson)
Mr. Manekchand Panda
Mr. Ganpat Lal Dadhich

Nomination & Remuneration Committee:

Ms. Pranjali Mangal Bhandari (Chairperson)
Mr. Manekchand Panda
Mr. Ganpat Lal Dadhich

Board Meetings:

8 Board meetings held during the year
Maximum attendance: Mr. Sunil Kantilal Trivedi (8/8 meetings)

SEBI Circular Compliance:

Special window for transfer of physical shares (February 5, 2026 to February 4, 2027)
Mandatory dematerialization for all securities issuance
Online dispute resolution mechanism implemented

Unclaimed Shares:

9,601 shares in unclaimed suspense demat account belonging to 76 shareholders
Shares remain frozen until claimed by rightful owners

Legal Proceedings

Eviction Suit:

Filed by Cricket Club of India Ltd. at Small Causes Court, Mumbai
Company lost suit on December 14, 2021
Appeal dismissed by Appellate Bench on June 18, 2025
Writ Petition filed before Bombay High Court in August 2025
Stay on eviction decree continued

Other Significant Information

Corporate Social Responsibility:

Provisions of Section 135 of Companies Act, 2013 not applicable for FY 2025-2026

Subsidiaries/Joint Ventures/Associates:

Company does not have any subsidiaries, joint ventures or associates

Cost Records:

Not required to be maintained as not prescribed under Section 148(1) of Companies Act, 2013

Conservation of Energy, Technology Absorption:

Not applicable as company is not into manufacturing activity

Foreign Exchange:

No foreign exchange earnings or outgo during the year