AGM Details

  • Date and Time: Tuesday, August 18, 2026 at 12:30 PM
  • Venue: Hotel PFC Garden, Behind BSL Guest House, Azad Nagar, Bhilwara, Rajasthan 311001
  • Record Date: August 11, 2026 (for dividend entitlement)
  • Book Closure: August 12, 2026 to August 18, 2026 (both days inclusive)

Agenda Items

Ordinary Business

1. Adoption of audited financial statements for FY ended March 31, 2026

2. Declaration of final dividend on equity shares for FY 2025-26

3. Re-appointment of Shri Rajiv Lall Adya (DIN: 06915169) as director retiring by rotation

Special Business

4. Ratification of remuneration of ₹50,000 plus GST and expenses to M/s. Vivek Laddha & Associates as Cost Auditors for FY 2026-27

5. Re-appointment of Shri Rajiv Lall Adya as Whole-Time Director for 3 years from November 12, 2026, with remuneration ceiling of ₹110 lakh per annum

6. Appointment of Mrs. Stuti Narain Kacker (DIN: 07061299) as Independent Director for 5 years from May 20, 2026

7. Appointment of Shri Anish Kanoria (DIN: 08966190) as Whole-Time Director for 3 years from May 20, 2026, with remuneration ceiling of ₹30 lakh per annum

Financial Performance Highlights (Standalone)

FY 2025-26 Key Metrics

  • Turnover: ₹26,977.83 lakh (Previous year: ₹29,836.83 lakh)
  • Profit Before Tax: ₹106.08 lakh (Previous year: ₹525.19 lakh)
  • Profit After Tax: ₹39.16 lakh (Previous year: ₹356.32 lakh)
  • Net Worth: ₹9,402.41 lakh (Previous year: ₹9,380.64 lakh)
  • Earnings Per Share: ₹0.05 (Previous year: ₹0.42)

Production and Sales

  • AC Pressure Pipes Production: 22,692 MT
  • AC Roofing Sheets Production: 174,993 MT
  • AC Pressure Pipes Sales: 24,380 MT (Previous year: 33,874 MT)
  • AC Roofing Sheets Sales: 176,998 MT (Previous year: 183,898 MT)

Dividend Declaration

  • Final Dividend Recommended: 1% i.e., ₹0.05 per equity share of ₹5 each
  • Payment Timeline: Within 30 days of declaration (by September 17, 2026)
  • Tax Implications: TDS applicable as per Finance Act 2020; no TDS if dividend ≤ ₹5,000 for resident individuals

Capital Structure

  • Authorized Share Capital: ₹90 crore (10 crore equity shares of ₹5 each + 40 lakh preference shares of ₹100 each)
  • Paid-up Equity Capital: ₹53.65 crore (8,52,91,400 equity shares of ₹5 each)
  • Preference Share Capital: ₹110.115 lakh (11,01,150 preference shares of ₹100 each)

Director Changes

  • Resignation: Smt. Priyadarshinee Kanoria resigned as Whole-Time Director effective May 20, 2026
  • Appointments:
  • Smt. Stuti Narain Kacker appointed as Independent Director effective May 20, 2026
  • Shri Anish Kanoria appointed as Whole-Time Director effective May 20, 2026
  • Retirement by Rotation: Shri Rajiv Lall Adya retires and offers himself for re-appointment

Managerial Remuneration FY 2025-26

  • Shri Sanjay Kumar Kanoria (MD): ₹71.50 lakh
  • Smt. Priyadarshinee Kanoria (WTD): ₹30.00 lakh
  • Shri Rajiv Lall Adya (WTD): ₹93.08 lakh
  • Shri Kuldeep Kaw (WTD): ₹7.08 lakh

Auditor Appointments

  • Statutory Auditors: M/s K. N. Gutgutia & Co. (until 47th AGM in 2027)
  • Cost Auditors: M/s Vivek Laddha & Associates for FY 2026-27 (remuneration ₹50,000)
  • Secretarial Auditors: M/s Varun Kabra & Associates
  • Internal Auditor: Mr. Kailash Chandra Rathi

Corporate Governance

  • Board comprises 8 directors (4 executive, 1 non-executive, 3 independent)
  • 4 board meetings held during FY 2025-26
  • All applicable committees constituted (Audit, Nomination & Remuneration, CSR, Stakeholders' Relationship)
  • Whistle Blower Policy and Code of Conduct implemented

CSR Activities

  • CSR Obligation (2% of average net profit): ₹19.82 lakh
  • CSR Amount Spent: ₹19.83 lakh
  • Focus Areas: Education, hunger eradication, rural development, animal welfare, environmental sustainability

Litigation and Contingencies

  • Contingent Liabilities: ₹1,335.89 lakh (excise duty, service tax, and income tax demands under appeal)
  • Significant Legal Matter: License agreement dispute with Gujarat Composite Ltd. involving recoverables of ₹11,958.85 lakh

Other Material Information

  • Credit Rating: Infomerics assigned IVR BB+/Stable for long-term facilities and IVR A4+ for short-term facilities
  • Unclaimed Dividend: Transferred ₹1,02,451 (2017-18 dividend) and 99,600 shares to IEPF in 2025
  • Related Party Transactions: All transactions at arm's length and in ordinary course of business
  • Plant Location: Hamirgarh, Bhilwara, Rajasthan
  • Registrar & Transfer Agent: Beetal Financial & Computer Services Pvt Ltd, New Delhi

E-voting Information

  • Remote E-voting Period: August 15, 2026 (9:00 AM) to August 17, 2026 (5:00 PM)
  • E-voting Service Provider: NSDL
  • Scrutinizer: Mr. Varun Kabra, Practicing Company Secretary