AGM Business Items

Ordinary Business

1. Item 1: To receive, consider and adopt Audited Financial Statements for FY ended March 31, 2026 with Board of Directors and Auditors reports.

2. Item 2: To declare Final Dividend on Equity shares @ 2% (₹0.04 per share of ₹2 face value) for year ended March 31, 2026.

3. Item 3: To appoint a director in place of Mr. Mahesh Kumar Inani (DIN: 00322735) who retires by rotation and offers himself for reappointment.

Special Business

4. Item 4: Re-appointment of Mr. Rishi Raj Inani as Chief Financial Officer (Special Resolution) for 5 years from November 14, 2026 to November 13, 2031. Remuneration includes salary of ₹1,65,000-10,000-2,05,000 per month plus perquisites (housing allowance up to 60% of salary, medical reimbursement, club fees, etc.).

5. Item 5: Material Related Party Transaction with Atlas Marble and Granite Tr. (Ordinary Resolution) for sales/supply of goods up to ₹10.00 crore for FY2026-27. Related to directors Mr. Mahesh Kumar Inani and Mr. Anuj Inani.

6. Item 6: Material Related Party Transaction with Miraak Surfaces Private Limited (Ordinary Resolution) for sales/supply of goods up to ₹10.00 crore for FY2026-27. Related to directors Mr. Mahesh Kumar Inani and Mr. Anuj Inani.

Financial Performance Highlights (FY2025-26)

  • Revenue from operations: ₹46.76 crore (Previous year: ₹42.80 crore) - increase of 9.26%
  • Other Income: ₹8.00 lakh (Previous year: ₹12.81 lakh)
  • Total Income: ₹47.56 crore (Previous year: ₹44.08 crore)
  • Profit before Interest, Depreciation & Taxes: ₹4.52 crore (Previous year: ₹5.69 crore)
  • Finance Cost: ₹1.67 crore (Previous year: ₹1.98 crore)
  • Depreciation: ₹2.67 crore (Previous year: ₹2.64 crore)
  • Profit Before Tax: ₹18.56 lakh (Previous year: ₹105.86 lakh)
  • Provision for Taxation: Current tax: Nil (Previous year: ₹28.99 lakh); Deferred tax: ₹0.29 lakh (Previous year: ₹6.24 lakh)
  • Profit for the year: ₹18.27 lakh (Previous year: ₹70.63 lakh) - decline of 74%
  • Dividend Recommended: 2% final dividend (₹0.04 per share) totaling ₹7.44 lakh outflow
  • Transfer to Reserves: ₹12.00 lakh to General Reserve

Capital Structure

  • Authorized Share Capital: ₹10.00 crore (5,00,00,000 equity shares of ₹2 each)
  • Paid-up Equity Share Capital: ₹3.72 crore (1,86,00,000 equity shares of ₹2 each)
  • Dematerialized Shares: 97.82% of paid-up capital
  • Physical Shares: 2.18% of paid-up capital

Operational Performance

Company engaged in manufacturing and dealing in marbles/granites/stone blocks, slabs, tiles, quartz slabs and allied products. Performance remained subdued with revenue growth but profit decline due to:

  • Challenging global business environment
  • Geopolitical uncertainties
  • Disruptions in international trade and supply chains
  • Volatility in commodity and input costs
  • Uncertainty in global markets affecting business conditions and margins

Dividend Details

  • Final Dividend: 2% (₹0.04 per equity share) if approved at AGM
  • Record Date: September 23, 2026
  • Book Closure: September 24, 2026 to September 30, 2026 (both days inclusive)
  • Payment: Within 30 days of declaration (by October 30, 2026)
  • Taxation: Dividend taxable in hands of shareholders with TDS as applicable

Related Party Transactions

FY2025-26 transactions with related parties (all at arm's length):

  • Miraak Surfaces Pvt Ltd: Sales: ₹356.35 lakh; Services: ₹16.00 lakh
  • Atlas Marble & Granite Tr.: Sales: ₹652.46 lakh
  • Eccentric Living INC: Sales: ₹168.26 lakh
  • SM Inani Industries Pvt. Ltd.: Services: ₹18.00 lakh

Board and Committee Details

  • Board Meetings Held: 4 during FY2025-26 (May 28, 2025; August 12, 2025; November 4, 2025; February 13, 2026)
  • Independent Directors Meeting: February 13, 2026
  • Board Composition: 7 directors (3 executive, 4 non-executive including 3 independent directors)
  • Key Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee

Auditor Appointments

  • Statutory Auditors: M/s Nyati Mundra & Co., Chartered Accountants (FRN: 008153C) appointed for 5 years until 33rd AGM in 2027
  • Secretarial Auditor: M/s Varun Kabra & Associates, Company Secretaries
  • Internal Auditor: M/s. Jagetiya G & Co., Chartered Accountants

All auditors confirmed eligibility and issued unqualified reports.

Corporate Governance

Full compliance with SEBI Listing Regulations and Companies Act, 2013 requirements. All mandatory policies including Vigil Mechanism, Whistle Blower Policy, Related Party Transactions Policy, and Code of Conduct implemented and available on company website.

Shareholder Information

  • Registrar & Transfer Agent: Ankit Consultancy Pvt. Ltd., Indore
  • Listing: BSE Limited (Script Code: 531129)
  • Compliance Officer: Mrs. Madhu Bala Sharma, Company Secretary

E-voting Arrangements

Remote e-voting facility provided through CDSL for period from September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM). Physical voting also available at AGM venue.

Other Disclosures

  • No material changes affecting financial position post year-end
  • No fraud reported during the year
  • No CSR expenditure as criteria under Section 135(1) not applicable
  • No deposits accepted from public
  • No significant material orders from regulators/courts
  • All statutory dues generally paid on time except certain disputed amounts:
  • GST demand of ₹6.17 lakh for FY2020-21
  • Income tax demand of ₹9.35 lakh for FY2020-21