Nature of Event

Regulatory filing of AGM minutes pursuant to SEBI Listing Regulations Schedule III Part A

Meeting Details

The 61st Annual General Meeting was held on Friday, July 31, 2026, through video conference/other audio-visual means, commencing at 04:00 PM and concluding at 04:35 PM.

Attendance

  • Members: 362 members (including 2 from Promoters & Promoter Group) holding 1,678,946 shares
  • Directors Present: Mr. Surinder Paul Kanwar (Chairman and Managing Director), Mr. Naresh Kumar Verma (Non-Executive Director), Mr. Virender Pal Jain (Non-Executive Independent Director), Ms. Preeti Goel (Non-Executive Independent Director), Mr. Nagar Venkatraman Srinivasan (Non-Executive Independent Director)
  • Scrutinizer: Ms. Ankita Jain, Proprietor of M/s Ankita S. Jain & Co., Company Secretaries
  • In Attendance: Ms. Neha Patwal (Company Secretary and CFO)

Documents Available for Inspection

The following registers and documents were made available electronically for inspection by members:

1. Register of Members

2. Register of Directors' Shareholding

3. Register of Contracts and Arrangements in which Directors are interested

4. Auditor's Report for year ended March 31, 2026

5. Secretarial Audit Report for year ended March 31, 2026

6. Audited Financial Statements for year ended March 31, 2026

Chairman's Keynote Address Highlights

Operational Performance

  • Company transitioned from loss-making to profitability in FY 2025-26
  • Secured prestigious order valued at ₹15.40 Crores from Mihan Energen Limited for 2x800 MW Ulka Supercritical Thermal Power Plant (Phase III) project in Madhya Pradesh
  • Secured two additional orders from Adani Cement Limited aggregating over ₹18.00 Crores for supply of materials for raw water piping systems and associated erection works
  • Alloy steel trading business generated revenue of ₹1,839.33 Lakhs (₹18.39 Crores) in FY 2025-26

Financial Performance

  • Total revenue increased significantly to ₹3,689.37 Lakhs (₹36.89 Crores) in FY 2025-26 from ₹2,206.43 Lakhs (₹22.06 Crores) in previous year, representing 67% growth
  • Debt-Equity Ratio increased to 0.61 from 0.22 in previous year due to additional borrowings for business expansion
  • Operating Profit Margin: 3.01%
  • Net Profit Margin: 0.25%

Future Outlook

  • Working with banking partners to enhance Bank Guarantee limits to participate in larger EPC projects
  • Expanding trading and machining businesses in automotive components sector
  • Focus on engineering excellence, timely execution, prudent financial management, and risk mitigation

Resolutions Considered and Approved

Ordinary Business

Resolution 1: Adoption of Financial Statements

  • Approved adoption of Audited Financial Statements as at March 31, 2026, including Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, and reports of Directors and Auditors
  • Voting Results: 100% in favor (1,585,523 votes)

Resolution 2: Re-appointment of Director

  • Re-appointed Mr. Naresh Kumar Verma (DIN: 07087356) as Non-Executive Director liable to retire by rotation
  • Voting Results: 100% in favor (1,585,523 votes)

Special Business

Resolution 3: Appointment of Secretarial Auditors

  • Appointed M/s Ankita S. Jain & Co., Company Secretaries, Jhansi (Firm Registration No. S2026UP1067300) as Secretarial Auditors for 5 consecutive years from FY 2026-27 to FY 2030-31
  • Remuneration for FY 2026-27: ₹75,000 (excluding applicable taxes and out-of-pocket expenses)
  • Voting Results: 100% in favor (1,585,523 votes)

Resolution 4: Material Related Party Transaction

  • Approved material related party transaction with Bharat Gears Limited (company within the group) for purchase of goods up to ₹10,00,00,000 (₹10 Crores)
  • Transaction involves purchase of Ductile Iron Spigot Pipe (K-9) 400 MM and other related equipment and material for further supply to customers
  • Tenure: 8 months
  • Transaction value represents 27.74% of company's annual consolidated turnover for immediately preceding financial year
  • Previous transactions with Bharat Gears in FY 2025-26: ₹0.63 Lakhs for lease agreements
  • Voting Results: 98.07% in favor (2,328 votes), with promoters and promoter group votes not considered

Voting Details

  • Remote e-voting period: July 28, 2026 (9:00 AM) to July 30, 2026 (5:00 PM)
  • Cut-off date for voting eligibility: July 24, 2026
  • Total paid-up share capital: ₹3,34,32,430 divided into 33,43,243 equity shares of ₹10 each
  • Total shareholders: 2,480
  • Scrutinizer: Ms. Ankita Jain of M/s Ankita S. Jain & Co.
  • Registrar and Transfer Agent: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)

Certification

The minutes were certified as true copy by Surinder Paul Kanwar, Chairman and Managing Director, on August 25, 2026.

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