Key Events and Corrections

Corrigendum to AGM Notice

The company submitted a corrigendum to rectify errors in the original AGM notice dated September 05, 2026:

  • The Explanatory Statement for Item No. 4 (Approval for Giving Loans or Guarantees under Section 185) was inadvertently omitted
  • Certain typographical and clerical errors in the Notice and Annual Report were corrected
  • The revised Annual Report has been made available on the company website: https://loyalequipments.com/investor-relation/annual-reports/
  • The 19th AGM is scheduled for Tuesday, September 29, 2026 at 11:00 A.M. (IST) through Video Conferencing/OAVM

Business to be Transacted at AGM

Ordinary Business

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

2. Re-appointment of Ms. Hemaben Rameshchandra Patel (DIN: 10644176) as Whole-Time Director retiring by rotation

Special Business

3. Appointment of M/s. Mittal V. Kothari & Associates as Secretarial Auditor for FY 2026-27

4. Special Resolution for giving loans/guarantees under Section 185 of Companies Act, 2013 for aggregate amount not exceeding ₹50.00 Crore

Financial Performance Summary (FY 2025-26)

Key Financial Metrics

| Particulars | FY 2025-26 (₹ in Lakhs) | FY 2024-25 (₹ in Lakhs) | Change |

| Revenue from operations | 7,897.84 | 7,530.01 | +4.88% |

| EBITDA | 1,326.16 | 1,681.07 | -21.11% |

| Profit Before Tax (PBT) | 873.28 | 1,358.78 | -35.73% |

| Profit After Tax (PAT) | 673.37 | 1,066.20 | -36.85% |

| Total Comprehensive Income | 668.21 | 1,066.00 | -37.32% |

Financial Position (as at March 31, 2026)

  • Authorized Share Capital: ₹15,00,00,000 (1.5 crore shares of ₹10 each)
  • Issued/Subscribed/Paid-up Capital: ₹10,79,00,000 (1.079 crore shares of ₹10 each) - unchanged during FY26
  • Total Assets: ₹9,284.44 lakhs (Previous year: ₹7,545.37 lakhs)
  • Inventories: ₹2,840.14 lakhs (30.59% of total assets)
  • Trade Receivables: ₹1,992.61 lakhs
  • Cash & Cash Equivalents: ₹31.57 lakhs (significant decrease from ₹1,259.69 lakhs)

Dividend

No dividend recommended for FY 2025-26 to conserve resources for future growth opportunities.

Corporate Actions and Changes

Board Composition Changes

Resignations (effective September 03, 2025):

  • Mr. Babubhai Bhulabhai Patel (Independent Director)
  • Mr. Girish Nathubhai Desai (Independent Director)
  • Mr. Kalpesh Lalitchandra Joshi (Independent Director)

New Appointments (effective September 03, 2025):

  • Mr. Vikas Sharma (Non-Executive Independent Director)
  • Mr. Pradeep Kumar Agarwal (Non-Executive Independent Director)
  • Mr. Sharad Vyas (Non-Executive Independent Director)

Re-appointments:

  • Mr. Alkeshkumar Patel re-appointed as Managing Director for 5 years from September 03, 2025 to September 02, 2030
  • Ms. Hemaben Rameshchandra Patel appointed as Whole-Time Director for 5 years from September 30, 2025 to September 29, 2030

Key Managerial Personnel Changes

  • Mr. Rishi Roop Kapoor appointed as CEO on May 06, 2025
  • Mr. Rishi Roop Kapoor resigned as CEO effective February 28, 2026

Auditor Appointments

Statutory Auditors: M/s. A Y & Company, Chartered Accountants (re-appointed for second term of 5 years until 22nd AGM)

Secretarial Auditors:

  • M/s. MSV & Associates resigned on September 05, 2026 due to professional commitments
  • Board approved appointment of M/s. Mittal V. Kothari & Associates as Secretarial Auditor for FY 2026-27, subject to shareholder approval

Operational Highlights

Business Overview

Loyal Equipments Limited is an ISO 9001:2015 certified, SMERA-certified company and ASME "U" & "U2" Stamp holder engaged in:

  • Design, manufacturing, supply, and erection/commissioning of process equipment
  • Products include Pressure Vessels, Heat Exchangers, Storage Tanks, Chimneys, Heavy Structural Items
  • Serves Oil & Gas, Petroleum, Chemical, Sugar, Steel, Fertilizer, and Power Plant sectors
  • Clients include EIL, GSPC, GAIL, ONGC, L&T, Reliance, and other government and private organizations

Foreign Exchange Transactions

  • Export Sales: ₹2,122.82 lakhs (Previous year: ₹315.43 lakhs)
  • Import Purchases: ₹316.78 lakhs (Previous year: ₹179.78 lakhs)
  • Net Foreign Exchange Earnings: ₹1,806.04 lakhs (Previous year: ₹135.65 lakhs)

Human Resources

  • 112 permanent employees as on March 31, 2026
  • Industrial relations remained cordial throughout the year
  • No complaints received under Sexual Harassment of Women at Workplace Act, 2013

Regulatory and Compliance Matters

Secretarial Audit Observations

M/s. MSV & Associates reported the following observations in their Secretarial Audit Report:

1. Delay in intimating stock exchange about resignation of CEO Mr. Rishi Roop Kapoor

2. Delay in submission of trading window closure intimation under SEBI PIT Regulations

3. Delay in filing certain e-forms with additional fees

4. Independent Directors continued beyond their completed tenure until September 03, 2025

The company has acknowledged these observations and strengthened internal processes.

Corporate Governance

  • Complied with mandatory requirements of SEBI LODR Regulations
  • Obtained requisite certificates for corporate governance compliance
  • All directors affirmed compliance with Code of Conduct

CSR Activities

  • CSR expenditure of ₹20.21 lakhs during FY 2025-26
  • Focus areas: Promoting education, vocational skills, healthcare, and environmental conservation
  • CSR Committee comprises Mr. Sharad Vyas (Chairman), Mr. Alkeshkumar Patel, and Ms. Hemaben Rameshchandra Patel

Important Dates and Procedures

AGM Details

  • Date: September 29, 2026
  • Time: 11:00 A.M. (IST)
  • Mode: Video Conferencing/Other Audio-Visual Means
  • Cut-off date: September 22, 2026 for e-voting

E-voting Schedule

  • Remote e-voting period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM)
  • E-voting agency: NSDL
  • Scrutinizer: M/s. SCS AND CO. LLP

Capital Structure Impact

No change in share capital during FY26. The company has not issued any equity shares with differential rights, ESOPs, or sweat equity shares.

Cash Flow Implications

  • Significant decrease in cash and cash equivalents from ₹1,259.69 lakhs to ₹31.57 lakhs
  • Cash used in investing activities: ₹1,900.77 lakhs (mainly for purchase of fixed assets)
  • Cash from financing activities: ₹526.79 lakhs (mainly from short-term borrowings)

Forward-looking Statements

The Board's Report contains cautionary note about forward-looking statements being subject to risks and uncertainties including raw material availability, pricing changes, government regulations, and economic developments.