Key Dates and Events

  • Annual General Meeting: Scheduled for Monday, September 28, 2026 at 11:00 AM (IST)
  • AGM Venue: Registered office at 50-E, Bhaktinagar Industrial Estate, Rajkot-360002
  • E-voting Period: September 24, 2026 (10:00 AM) to September 27, 2026 (5:00 PM)
  • Record Date for AGM: September 21, 2026

Board of Directors Composition (as of March 31, 2026)

Executive Directors:

  • Mr. Rameshkumar Durlabhjibhai Virani (DIN: 00313236) - Chairman & Managing Director
  • Mr. Shreyas Rameshbhai Virani (DIN: 00465240) - Whole-Time Director & CFO

Independent Directors:

  • Mr. Vijay Narendrabhai Kalariya (DIN: 10454403) - Ceased w.e.f August 3, 2026
  • Mrs. Charmiben Manishbhai Vasani (DIN: 10721628)
  • Mr. Biju Mathew (DIN: 10730618)
  • Mr. Gulabbhai Kapurchandrabhai Patil (DIN: 10996858)
  • Mr. Harsh Mukeshbhai Radiya (DIN: 11803235) - Additional Independent Director appointed w.e.f August 3, 2026

Key Managerial Personnel

  • Mr. Rameshkumar D. Virani - Chairman & Managing Director
  • Mr. Shreyas R. Virani - Whole-Time Director & CFO
  • Ms. Zalak Kamlesh Upadhyay - Company Secretary & Compliance Officer

AGM Agenda Items

Ordinary Business:

1. Adoption of audited standalone financial statements for FY 2025-26

2. Re-appointment of Mr. Shreyas R. Virani (DIN: 00465240) who retires by rotation

Special Business:

3. Regularization of appointment of Mr. Harsh Mukeshbhai Radiya as Independent Director for 5 years (August 3, 2026 to August 2, 2031)

4. Approval of revised remuneration for Mr. Shreyas R. Virani, Whole-Time Director: Maximum ₹24,00,000 p.a. (₹2,00,000 per month) w.e.f April 1, 2026 until September 29, 2028

5. Amendment of main object clause of Memorandum of Association to include precision engineering components for automotive, defense, aerospace, military, naval, and industrial applications

6. Adoption of new set of Memorandum of Association pursuant to Companies Act, 2013

7. Approval of related party transactions with Virani Estate Corporation for FY 2026-27: Maximum ₹10.00 crore for sales/purchase/commission/rent income

Financial Performance Highlights (Amount in ₹ Lakhs)

| Particulars | 2025-26 | 2024-25 | Change |

| Revenue from operations | 1,434.95 | 1,396.79 | +2.73% |

| Other Income | 112.21 | 108.05 | +3.85% |

| Total Income | 1,547.16 | 1,504.84 | +2.81% |

| Profit before tax | 73.85 | 72.89 | +1.32% |

| Profit after tax | 66.62 | 41.77 | +59.49% |

| Total Comprehensive Income | 67.30 | 42.33 | +58.94% |

| EPS (Basic & Diluted) | 1.41 | 0.88 | +60.23% |

Capital Structure

  • Authorized Share Capital: ₹10,00,00,000 (1,00,00,000 equity shares of ₹10 each)
  • Issued, Subscribed and Paid-up Capital: ₹4,76,47,400 (47,64,740 equity shares of ₹10 each)
  • No change in capital structure during the year

Key Financial Positions (as at March 31, 2026)

  • Total Assets: ₹4,487.00 Lakhs (Previous year: ₹3,658.08 Lakhs)
  • Net Worth: ₹1,798.22 Lakhs (Previous year: ₹1,730.92 Lakhs)
  • Inventories: ₹362.39 Lakhs (Previous year: ₹168.17 Lakhs)
  • Trade Receivables: ₹226.80 Lakhs (Previous year: ₹143.11 Lakhs)
  • Cash & Cash Equivalents: ₹590.50 Lakhs (Previous year: ₹469.58 Lakhs)
  • Borrowings: ₹2,529.00 Lakhs (Current) + ₹59.69 Lakhs (Non-current) (Previous year: ₹1,755.30 Lakhs + ₹67.29 Lakhs)

Dividend and Reserves

  • Dividend: No dividend recommended for FY 2025-26
  • Reserves: Decision not to transfer any amount to General Reserves

Related Party Transactions

Material related party transactions with Virani Estate Corporation (partnership firm where directors are partners):

  • Sales Commission: ₹6.15 Lakhs
  • Sales of Goods: ₹376.94 Lakhs
  • Purchase of Goods: ₹253.89 Lakhs
  • Rent Income: ₹0.30 Lakhs

Foreign Exchange Transactions

  • Foreign Exchange Outgo: ₹17.18 Lakhs (Previous year: ₹34.20 Lakhs)
  • Foreign Exchange Earnings: Nil (Previous year: Nil)
  • Export Sales: Nil (Previous year: Nil)

Corporate Governance

  • Company not required to comply with certain corporate governance regulations (Regulations 17-27 of SEBI LODR) due to paid-up capital below ₹10 crore and net worth below ₹25 crore
  • Five Board committees constituted: Audit, Nomination & Remuneration, Stakeholders Relationship, CSR, and Risk Management
  • 5 Board meetings held during FY 2025-26

Auditors

  • Statutory Auditors: M/s. J. A. Sheth & Associates, Chartered Accountants (FRN: 119980W)
  • Secretarial Auditor: M/s. K. P. Rachchh & Co., Practicing Company Secretary
  • Audit reports contain no qualifications, reservations, or adverse remarks

Other Significant Information

  • Employee Strength: 6 employees (including MD and WTD)
  • Net Debt to Equity Ratio: 0.45 (Previous year: 0.13)
  • Current Ratio: 1.07 (Previous year: 1.13)
  • Debt Equity Ratio: 1.44 (Previous year: 1.05)
  • No material orders from judicial bodies/regulators impacting going concern status
  • No fraud reported by auditors under section 143(12) of Companies Act, 2013
  • Company has adequate internal financial controls system

Shareholder Information

  • Registrar & Share Transfer Agent: MUFG Intime India Private Limited
  • Scrutinizer for E-voting: Mr. Kalpesh P. Rachchh, Practicing Company Secretary
  • Promoter Shareholding: Approximately 74.49% of total share capital

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