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Rajoo Engineers Ltd. — Proxy Solicitation & Information Statement 2026
Apr 29, 2026
61597_rns_2026-04-29_2f18f9e0-e119-48c8-b0e6-e6a7fc83fb38.pdf
Proxy Solicitation & Information Statement
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RAJOO
excellence in extrusion
April 29, 2026
To,
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers
Dalal Street, Fort
Mumbai - 400 001
To,
National Stock Exchange of India Ltd (NSE)
Exchange Plaza, Bandra Kurla Complex,
Bandra East,
Mumbai – 400051
BSE Script Code: 522257
NSE Symbol: RAJOOENG
Subject: Intimation regarding Notice of Postal Ballot dated April 28, 2026
Reference: Regulation 30 and 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)
Dear Sir/ Madam,
With reference to captioned subject and pursuant to Regulation 30 read with Schedule III of SEBI Listing Regulations, we hereby enclose the Notice dated April 28, 2026 of Postal Ballot along with explanatory statement for seeking approval of Members through electronic voting (remote e-voting) in relation to following special business:
| Sl. No. | Particulars | Type of Resolution |
|---|---|---|
| 1 | Re-appointment of Mr. Rajesh N. Doshi as Chairman & Executive Director of the Company | Special Resolution |
| 2 | Re-appointment of Ms. Khushboo C. Doshi as Managing Director of the Company | Special Resolution |
| 3 | Re-appointment of Mr. Utsav K. Doshi as Joint Managing Director of the Company | Special Resolution |
In compliance with Regulation 44 of the SEBI Listing Regulations and provisions of Sections 108 and 110 of the Act, the manner of voting on the proposed resolutions is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to the Postal Ballot Notice.
Accordingly, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company’s Registrar and Share Transfer Agent, viz., MUFG Intime India Private Limited (the “RTA”)/ Depositories as on Friday, April 24, 2026 (“Cut-off Date”) and the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only.
The Company has engaged NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically for this Postal Ballot.
Rajoo Engineers Limited
Regd. Office : Rajoo Avenue Survey No. 210, Plot No.1, Industrial Area, Veraval (Shapar) Dist-Rajkot - 360 024. Gujarat - India.
☎ +91-97129-62704/52701/32706
📱 +91-90990 96292
✉ [email protected]
🌐 www.rajoo.com
CIN : L27100GJ1986PLC009212 GSTN : 24AABCR3204M1ZL
CE
RAJOO®
excellence in extrusion
The remote e-voting shall commence on Thursday, April 30, 2026, at 09:00 a.m. (IST) and shall end on Friday, May 29, 2026, at 05:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote(s) electronically. The remote e-Voting module shall be disabled by NSDL for voting thereafter.
You are requested to take the above information on your record.
Thanking You.
Yours faithfully,
For, RAJOO ENGINEERS LIMITED
NIKHIL
Digitally signed by NIKHIL
VASANTBHAI GAJJAR
Date: 2026.04.29 10:41:10
+05'30'
GAJJAR
Nikhil Gajjar
Company Secretary & Compliance Officer
Encl.: Notice of Postal Ballot
Rajoo Engineers Limited
Regd. Office : Rajoo Avenue Survey No. 210, Plot No.1, Industrial Area, Veraval (Shapar) Dist-Rajkot - 360 024. Gujarat - India.
+91-97129-62704/52701/32706
+91-90990 96292
[email protected]
www.rajoo.com
CIN : L27100GJ1986PLC009212 GSTN : 24AABCR3204M1ZL
CE
C
C
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Rajoo Engineers Limited
Regd. Office : Survey No 210, Plot No 1, Industrial Area, Veraval (Shapar), Dist. Rajkot-360024 Phone: +91-97129-62704 / 52701/ 32706, Email: [email protected], Web : www.rajoo.com CIN : L27100GJ1986PLC009212
RAJOO
excellence in extrusion
Notice of Postal Ballot
Dear Members,
NOTICE is hereby given to the shareholders of Rajoo Engineers Limited (the "Company") pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions of the Companies Act, 2013, as amended (the "Act"), read together with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended (the "Management Rules"), General Circular Nos. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs, Government of India read with previous circulars issued by MCA in this regard (the "MCA Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations") and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), for seeking approval of the shareholders for matter as considered in the Resolutions appended below through postal ballot ("Postal Ballot") by way of remote e-voting only.
In terms of the MCA Circulars and in compliance with Regulation 44 of the SEBI Listing Regulations and provisions of Sections 108 and 110 of the Act, the manner of voting on the proposed resolutions is restricted only to e-voting, i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Postal Ballot Notice.
In compliance with requirements of the MCA Circulars, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company's Registrar and Share Transfer Agent, viz., MUFG Intime India Private Limited (the "RTA")/ Depositories and the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only.
The Board of Directors of the Company recommends approval of the shareholders for the Resolutions appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolutions setting out material facts and the reasons for the Resolutions is annexed hereto.
1. Re-appointment of Mr. Rajesh N. Doshi as Chairman & Executive Director of the Company
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] (the "SEBI Listing Regulations"), and subject to the Articles of Association of the Company, the approval of the members be and is hereby accorded to re-appoint Mr. Rajesh N. Doshi (DIN: 00026140) as the Chairman and Executive Director of the Company, belonging to the Promoter Category, for a period of 5 (five) years from the expiry of his present term of office, i.e., with effect from June 01, 2026, liable to retire by rotation;
RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197 and 198 of the Act read with Schedule V thereto and Regulation 17(6)(e) of SEBI Listing Regulations, approval of the members be and is hereby accorded for payment of remuneration to Mr. Rajesh N. Doshi during his said tenure, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, as set out in the Explanatory Statement annexed to this Postal Ballot Notice, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year, such remuneration may exceed the limits as prescribed under section 197 of the Act read with Regulation 17(6)(e) of SEBI Listing Regulations, provided that the aggregate remuneration payable to all Directors and Managerial Personnel shall remain within the overall limit of 21% of the net profits of the Company, as approved by the members at the Thirty-Eighth Annual General Meeting held on September 27, 2025;
RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and in such manner as may be agreed to between the Board of Directors and Mr. Rajesh N. Doshi within the limits prescribed under the applicable provisions of the Act and SEBI Listing Regulations;
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
2. Re-appointment of Ms. Khushboo C. Doshi as Managing Director of the Company
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] (the "SEBI Listing Regulations"), and subject to the Articles of Association of the Company, the approval of the members be and is hereby accorded to re-appoint Ms. Khushboo C. Doshi (DIN: 00025581) as the Managing Director of the Company, belonging to the Promoter Category, for a period of 5 (five) years from the expiry of her present term of office, i.e., with effect from June 01, 2026, liable to retire by rotation;
RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197 and 198 of the Act read with Schedule V thereto and Regulation 17(6)(e) of SEBI Listing Regulations, approval of the members be and is hereby accorded for payment of remuneration to Ms. Khushboo C. Doshi during her said tenure, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, as set out in the Explanatory Statement annexed to this Postal Ballot Notice, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year, such remuneration may exceed the limits as prescribed under section 197 of the Act read with Regulation 17(6)(e) of SEBI Listing Regulations, provided that the aggregate remuneration payable to all Directors and Managerial Personnel shall remain within the overall limit of 21% of the net profits of the Company, as approved by the members at the Thirty-Eighth Annual General Meeting held on September 27, 2025;
RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and in such manner as may be agreed to between the Board of Directors and Ms. Khushboo C. Doshi within the limits prescribed under the applicable provisions of the Act and SEBI Listing Regulations;
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
3. Re-appointment of Mr. Utsav K. Doshi as Joint Managing Director of the Company
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] (the "SEBI Listing Regulations"), and subject to the Articles of Association of the Company, the approval of the members be and is hereby accorded to re-appoint Mr. Utsav K. Doshi (DIN: 00174486) as the Joint Managing Director of the Company, belonging to the Promoter Category, for a period of 5 (five) years from the expiry of his present term of office, i.e., with effect from June 01, 2026, liable to retire by rotation;
RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197 and 198 of the Act read with Schedule V thereto and Regulation 17(6)(e) of SEBI Listing Regulations, approval of the members be and is hereby accorded for payment of remuneration to Mr. Utsav K. Doshi during his said tenure, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, as set out in the Explanatory Statement annexed to this Postal Ballot Notice, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year, such remuneration may exceed the limits as prescribed under section 197 of the Act read with Regulation 17(6)(e) of SEBI Listing Regulations, provided that the aggregate remuneration payable to all Directors and Managerial Personnel shall remain within the overall limit of 21% of the net profits of the Company, as approved by the members at the Thirty-Eighth Annual General Meeting held on September 27, 2025;
RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to alter and vary the terms and conditions of the said re-appointment and/or remuneration as it may deem fit and in such manner as may be agreed to between the Board of Directors and Mr. Utsav K. Doshi within the limits prescribed under the applicable provisions of the Act and SEBI Listing Regulations;
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
For, Rajoo Engineers Limited
Place: Veraval (Shapar)
Date: April 28, 2026
Rajesh N. Doshi
Chairman & Director
DIN: 00026140
NOTES:
-
An explanatory statement pursuant to Section 102 of the Companies Act, 2013 (the "Act"), setting out all material facts relating to the resolutions contained in this Notice is appended herein below for information and consideration of Members and the same should be considered as part of this Notice.
-
Relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement are open for inspection by the Members at the Registered Office of the Company during business hours on all working days, until the last date of remote e-voting.
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This Postal Ballot Notice is being sent to the members whose names appear on the register of members/ list of beneficial owners and whose email address is registered with the Company's RTA/ depository participant(s), as on Friday, April 24, 2026 ("Cut-off Date"). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. This Notice is also available at the Company's website: https://www.rajoo.com/ and the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of NSDL at https://www.evoting.nsdl.com.
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In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide remote e-Voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-Voting is mentioned in note no. 10 of this Notice.
-
The Company has engaged NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically for this Postal Ballot.
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The remote e-Voting shall commence on Thursday, April 30, 2026, at 09:00 a.m. (IST) and shall end on Friday, May 29, 2026, at 05:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote(s) electronically. The remote e-Voting module shall be disabled by NSDL for voting thereafter.
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The Board of Directors has appointed CS Janvi N Davda, Practicing Company Secretary (Membership No. F13895, CP No. 28288) as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner.
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The Scrutinizer will submit her report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced not later than 48 hours from the conclusion of e-voting and will also be displayed on the Company website https://www.rajoo.com/, on the website of NSDL www.evoting.nsdl.com, and communicated to Stock Exchanges at www.bseindia.com and www.nseindia.com.
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The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., Friday, May 29, 2026. Further, resolutions passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.
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Process to cast votes through remote e-Voting:
The way to vote electronically on NSDL e-Voting system consists of 'Two Steps' which are mentioned below:
Step 1: Access to NSDL e-Voting system
A. Login method for e-Voting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33 |
B. Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode
How to Log-in to NSDL e-Voting website?
- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
- Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below:
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical | Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID |
| For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. | |
| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID |
| For example if your Beneficiary ID is 12 then your user ID is 12 |
c) For Members holding shares in Physical Form.
EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
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Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password
c) How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered -
If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. -
After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
- Now, you will have to click on "Login" button.
- After you click on the "Login" button, Home page of e-Voting will open.
Step 2: Cast your vote electronically on NSDL e-Voting system
How to cast your vote electronically on NSDL e-Voting system?
- After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
- Now you are ready for e-Voting as the Voting page opens.
- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/ Power of Attorney/ Authority Letter etc. by clicking on "Upload Board Resolution/ Authority Letter" displayed under "e-Voting" tab in their login.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 and 022 - 2499 7000 or send a request at [email protected]
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to (Company email id).
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In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
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Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
For, Rajoo Engineers Limited
Place: Veraval (Shapar)
Date: April 28, 2026
Rajesh N. Doshi
Chairman & Director
DIN: 00026140
Explanatory Statement pursuant to section 102(2) and 110 of the Companies Act, 2013 and other applicable laws
Item No. 1
Mr. Rajesh N. Doshi (DIN: 00026140) was appointed as Chairman & Executive Director by the Board of Directors, subject to approval of members, at their meeting held on 5th June, 2021 from the erstwhile position of Chairman & Managing Director, for a period of five years with effect from June 01, 2021 to May 31, 2026. Subsequently, his appointment and terms of remuneration was approved by the members at the Thirty-Fourth Annual General Meeting held on September 25, 2021.
The Board of Directors of the Company, at its meeting held on April 28, 2026, subject to the approval of members, approved the re-appointment of Mr. Rajesh N. Doshi (DIN: 00026140) as the Chairman and Executive Director of the Company, belonging to the Promoter Category, for a period of 5 (five) years from the expiry of his present term, i.e., with effect from June 01, 2026, on the terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee of the Board ("NRC").
The Members of the Company at the Thirty-Eighth Annual General Meeting held on September 27, 2025 had approved the overall limits of managerial remuneration payable by the Company up to 21% of the net profits of the Company in terms of Section 197 of the Companies Act, 2013 ("the Act").
The Audit Committee has approved the terms and conditions of his re-appointment including remuneration as it is a related party transaction.
The key terms and conditions of Mr. Rajesh N. Doshi's re-appointment as the Chairman and Executive Director are as follows:
a. Tenure of Re-appointment
The re-appointment as Chairman & Executive Director is for a period of five years with effect from June 01, 2026 to May 31, 2031.
b. Salary, Perquisites and Allowances per annum
Salary, Perquisites and Allowances shall not exceed Rs. 3.60 Crore per annum. Annual increments shall be as determined by the NRC.
The perquisites and allowances shall include accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance together with reimbursement of expenses and / or allowances for utilisation of gas, electricity, water, furnishing and repairs and leave travel concession for self and family including dependents. The said perquisites and allowances shall be determined, wherever applicable, as per the provisions of Income Tax Act, 1961 or any rules made thereunder or any statutory modification(s) or re-enactment(s) thereof and in the absence of any such rules, perquisites and allowances shall be determined at actual cost.
c. Contribution to provident fund, superannuation or annuity fund, gratuity, etc.
The Company's contribution to provident fund, superannuation or annuity fund, gratuity payable and encashment of leave, as per the rules of the Company, shall be in addition to the salary, perquisites and allowances under (b) above.
d. Insurance
The Company will take an appropriate Directors' and Officers' Liability Insurance Policy and pay the premiums for the same. It is intended to maintain such insurance cover for the entire period of his tenure, subject to the terms of such policy in force from time to time.
e. Reimbursement of Expenses
Expenses incurred for travelling, boarding and lodging including for Mr. Rajesh N. Doshi's attendants during business trips and provision of car(s) for use on Company's business and communication expenses at residence shall be reimbursed at actuals and not considered as perquisites.
Mr. Rajesh N. Doshi has provided his consent for re-appointment as Chairman & Executive Director of the Company. He has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated June 20, 2018, issued by the BSE Limited and the National Stock Exchange of India Limited pertaining to the enforcement of SEBI Orders regarding the appointment of Directors by the listed companies.
In terms of the provisions of Sections 196, 197 and 198 read with Schedule V of the Act, the remuneration payable to Mr. Rajesh N. Doshi requires approval of the Members. Further, pursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Members by way of a Special Resolution is required for payment of remuneration to a promoter executive director exceeding the prescribed limits.
The remuneration proposed to be paid to Mr. Rajesh N. Doshi is within the overall limit of 21% of the net profits of the Company as approved by the Members, and is based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors.
None of the directors, or key managerial personnel or their relatives, except Mr. Rajesh N. Doshi (whose re-appointment is proposed in the resolution) and his relatives, are concerned or interested, financially or otherwise, except to the extent of their shareholding, if any, in the Company.
Therefore, the Board recommends the resolution set out at item no. 1 of the postal ballot notice for the approval of the members as a special resolution.
Item No. 2
Ms. Khushboo C. Doshi (DIN: 00025581) was appointed as Managing Director by the Board of Directors, at their meeting held on 5th June, 2021 from the erstwhile position of Wholetime Director, for a period of five years with effect from June 01, 2021 to May 31, 2026. Subsequently, her appointment and terms of remuneration was approved by the members at the Thirty-Fourth Annual General Meeting held on September 25, 2021.
The Board of Directors of the Company, at its meeting held on April 28, 2026, subject to the approval of members, approved the re-appointment of Ms. Khushboo C. Doshi (DIN: 00025581) as Managing Director of the Company, belonging to the Promoter Category, for a period of 5 (five) years from the expiry of her present term, i.e., with effect from June 01, 2026, on the terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee of the Board ("NRC").
The Members of the Company at the Thirty-Eighth Annual General Meeting held on September 27, 2025 had approved the overall limits of managerial remuneration payable by the Company up to 21% of the net profits of the Company in terms of Section 197 of the Companies Act, 2013 ("the Act").
The Audit Committee has approved the terms and conditions of her re-appointment including remuneration as it is a related party transaction.
The key terms and conditions of Ms. Khushboo C. Doshi’s re-appointment as Managing Director are as follows:
a. Tenure of Re-appointment
The re-appointment as Managing Director is for a period of five years with effect from June 01, 2026 to May 31, 2031.
b. Salary, Perquisites and Allowances per annum
Salary, Perquisites and Allowances shall not exceed Rs. 2.40 Crore per annum. Annual increments shall be as determined by the NRC.
The perquisites and allowances shall include accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance together with reimbursement of expenses and / or allowances for utilisation of gas, electricity, water, furnishing and repairs and leave travel concession for self and family including dependents. The said perquisites and allowances shall be determined, wherever applicable, as per the provisions of Income Tax Act, 1961 or any rules made thereunder or any statutory modification(s) or re-enactment(s) thereof and in the absence of any such rules, perquisites and allowances shall be determined at actual cost.
c. Contribution to provident fund, superannuation or annuity fund, gratuity, etc.
The Company’s contribution to provident fund, superannuation or annuity fund, gratuity payable and encashment of leave, as per the rules of the Company, shall be in addition to the salary, perquisites and allowances under (b) above.
d. Insurance
The Company will take an appropriate Directors’ and Officers’ Liability Insurance Policy and pay the premiums for the same. It is intended to maintain such insurance cover for the entire period of her tenure, subject to the terms of such policy in force from time to time.
e. Reimbursement of Expenses
Expenses incurred for travelling, boarding and lodging including for Ms. Khushboo C. Doshi’s spouse, children and attendants during business trips and provision of car(s) for use on Company’s business and communication expenses at residence shall be reimbursed at actuals and not considered as perquisites.
Ms. Khushboo C. Doshi has provided her consent for re-appointment as Managing Director of the Company. She has also confirmed that she is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated June 20, 2018, issued by the BSE Limited and the National Stock Exchange of India Limited pertaining to the enforcement of SEBI Orders regarding the appointment of Directors by the listed companies.
In terms of the provisions of Sections 196, 197 and 198 read with Schedule V of the Act, the remuneration payable to Ms. Khushboo C. Doshi requires approval of the Members. Further, pursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Members by way of a Special Resolution is required for payment of remuneration to a promoter executive director exceeding the prescribed limits.
The remuneration proposed to be paid to Ms. Khushboo C. Doshi is within the overall limit of 21% of the net profits of the Company as approved by the Members, and is based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors.
None of the directors, or key managerial personnel or their relatives, except Ms. Khushboo C. Doshi (whose re-appointment is proposed in the resolution) and her relatives, are concerned or interested, financially or otherwise, except to the extent of their shareholding, if any, in the Company.
Therefore, the Board recommends the resolution set out at item no. 2 of the postal ballot notice for the approval of the members as a special resolution.
Item No. 3
Mr. Utsav K. Doshi (DIN: 00174486) was appointed as Joint Managing Director by the Board of Directors, at their meeting held on 5th June, 2021 from the erstwhile position of Wholetime Director, for a period of five years with effect from June 01, 2021 to May 31, 2026. Subsequently, his appointment and terms of remuneration was approved by the members at the Thirty-Fourth Annual General Meeting held on September 25, 2021.
The Board of Directors of the Company, at its meeting held on April 28, 2026, subject to the approval of members, approved the re-appointment of Mr. Utsav K. Doshi (DIN: 00174486) as Joint Managing Director of the Company, belonging to the Promoter Category, for a period of 5 (five) years from the expiry of his present term, i.e., with effect from June 01, 2026, on the terms and conditions including remuneration as recommended by the Nomination and Remuneration Committee of the Board ("NRC").
The Members of the Company at the Thirty-Eighth Annual General Meeting held on September 27, 2025 had approved the overall limits of managerial remuneration payable by the Company up to 21% of the net profits of the Company in terms of Section 197 of the Companies Act, 2013 ("the Act").
The Audit Committee has approved the terms and conditions of his re-appointment including remuneration as it is a related party transaction.
The key terms and conditions of Mr. Utsav K. Doshi's re-appointment as Joint Managing Director are as follows:
a. Tenure of Re-appointment
The re-appointment as Joint Managing Director is for a period of five years with effect from June 01, 2026 to May 31, 2031.
b. Salary, Perquisites and Allowances per annum
Salary, Perquisites and Allowances shall not exceed Rs. 2.16 Crore per annum. Annual increments shall be as determined by the NRC.
The perquisites and allowances shall include accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance together with reimbursement of expenses and / or allowances for utilisation of gas, electricity, water, furnishing and repairs and leave travel concession for self and family including dependents. The said perquisites and allowances shall be determined, wherever applicable, as per the provisions of Income Tax Act, 1961 or any rules made thereunder or any statutory modification(s) or re-enactment(s) thereof and in the absence of any such rules, perquisites and allowances shall be determined at actual cost.
c. Contribution to provident fund, superannuation or annuity fund, gratuity, etc.
The Company's contribution to provident fund, superannuation or annuity fund, gratuity payable and encashment of leave, as per the rules of the Company, shall be in addition to the salary, perquisites and allowances under (b) above.
d. Insurance
The Company will take an appropriate Directors' and Officers' Liability Insurance Policy and pay the premiums for the same. It is intended to maintain such insurance cover for the entire period of his tenure, subject to the terms of such policy in force from time to time.
e. Reimbursement of Expenses
Expenses incurred for travelling, boarding and lodging including for Mr. Utsav K. Doshi's spouse, children and attendants during business trips and provision of car(s) for use on Company's business and communication expenses at residence shall be reimbursed at actuals and not considered as perquisites.
Mr. Utsav K. Doshi has provided his consent for re-appointment as Joint Managing Director of the Company. He has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to circulars dated June 20, 2018, issued by the BSE Limited and the National Stock Exchange of India Limited pertaining to the enforcement of SEBI Orders regarding the appointment of Directors by the listed companies.
In terms of the provisions of Sections 196, 197 and 198 read with Schedule V of the Act, the remuneration payable to Mr. Rajesh N. Doshi requires approval of the Members. Further, pursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Members by way of a Special Resolution is required for payment of remuneration to a promoter executive director exceeding the prescribed limits.
The remuneration proposed to be paid to Mr. Rajesh N. Doshi is within the overall limit of 21% of the net profits of the Company as approved by the Members, and is based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors.
None of the directors, or key managerial personnel or their relatives, except Mr. Utsav K. Doshi (whose re-appointment is proposed in the resolution) and his relatives, are concerned or interested, financially or otherwise, except to the extent of their shareholding, if any, in the Company.
Therefore, the Board recommends the resolution set out at item no. 3 of the postal ballot notice for the approval of the members as a special resolution.
For, Rajoo Engineers Limited
Place: Veraval (Shapar)
Date: April 28, 2026
Rajesh N. Doshi
Chairman & Director
DIN: 00026140
ANNEXURE TO THE NOTICE
Annexure-1: Disclosures, as required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India, are as under:
| Name of Director | Mr. Rajesh N. Doshi | Ms. Khushboo C. Doshi | Mr. Utsav K. Doshi |
|---|---|---|---|
| Director Identification Number | 00026140 | 00025581 | 00174486 |
| Age | 65 Years | 43 Years | 40 Years |
| Qualification | Bachelor's Degree in Science from Saurashtra University | Bachelor's Degree in Architecture and Master's Degree in Industrial Product Design from the United Kingdom | Bachelor's Degree in Mechanical Engineering with a Masters in Polymer technology from HTW Aalen University, Germany |
| Brief Resume, Profile, Experience and Expertise in specific functional areas and the skills and capabilities required for the role and the manner in which the proposed person meets such requirements | Mr. Rajesh N. Doshi is the Chairman and Executive Director of the Company. He holds a degree of B.Sc. from Saurashtra University. As a co-founder of the Rajoo Group, he is involved in the day-to-day operations of the company. He has more than three decades of experience in plastic processing, machinery manufacturing, and product development. His keen ability to spot new technologies and find ways to manage costs effectively without sacrificing quality has helped the company maintain its strong position in the industry. He is highly skilled in managing and executing projects. | Ms. Khushboo C. Doshi is Managing Director of the Company. She is a qualified architect and holds a Master's Degree in Industrial Product Design from the United Kingdom. She further, holds a Master's in Management for Entrepreneurs from IIM Ahmedabad along with a specialization in Family Businesses from IIM Bangalore. She possesses over 17 years of professional experience, including serving as the Marketing Head and Product Manager for Rajoo's foam business Her roles and responsibilities includes overseeing departments such as human resources, financial management, She also looks after the after-sales services in the Company. | Mr. Utsav K. Doshi is Joint Managing Director of the Company. He holds a Bachelor's Degree in Mechanical Engineering with a Masters in Polymer technology from HTW Aalen University, Germany. He has over 14 years of experience in both designing and operations in Rajoo Engineers Ltd. He oversees all manufacturing activities at the company and plays a key role in translating market needs into technical solutions. He has a deep understanding of manufacturing processes and plastic processing, which enables him to ensure the company's products meet high technical standards. |
| Terms and conditions of re-appointment along with details of remuneration sought to be paid | As set out in Resolution and the Explanatory Statement | ||
| Details of remuneration last drawn (FY 2025-26) | Salary, Perquisites and Allowance: Rs. 1.68 Cr. | Salary, Perquisites and Allowance: Rs. 88.33 Lakh | Salary, Perquisites and Allowance: Rs. 68.83 Lakh |
| Date of first appointment on the Board | December 09, 1986 | January 01, 2012 | May 13, 2016 |
| Shareholding in the Company including shareholding as a beneficial owner | 11.12% | 7.26% | 4.81% |
|---|---|---|---|
| No. of Board Meetings attended | FY 2025-26: 14 out 14 | ||
| FY 2026-27(till the date of this Postal Ballot Notice): 1 out 1 | FY 2025-26: 14 out 14 | ||
| FY 2026-27(till the date of this Postal Ballot Notice): 1 out 1 | FY 2025-26: 14 out 14 | ||
| FY 2026-27(till the date of this Postal Ballot Notice): 1 out 1 | |||
| Directorships held in other companies including equity listed companies and excluding foreign companies as on the date of this Notice. | 1. Rajoo Cotex Limited | 1. Avantgarde Design Studio Private Limited | |
| 2. Rajoo Bausano Extrusion Private Limited | |||
| 3. Prompt Financial Services Pvt Ltd | |||
| 4. Kohli Printing and Converting Machines Private Limited | 1. Wonderpack Formers Private Limited | ||
| 2. Rajoo Bausano Extrusion Private Limited | |||
| Memberships/Chairmanships of committees of other companies (excluding foreign companies) as on date on this Notice | None | None | None |
| Name of listed entities from which the person has resigned in the past three years | None | None | None |
| Inter-se Relationship with other Directors, Managers, and other Key Managerial Personnel of the Company | None | None | None |
Annexure-2: Information pertaining to Section II in Part II of Schedule V of the Companies Act, 2013 are as follows:
I. General Information
| Nature of Industry | Manufacturer of Plastic Extrusion Machinery | |
|---|---|---|
| Date or expected date of commencement of commercial production | The Company commenced business on December 08, 1986. | |
| In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus | Not Applicable | |
| Financial performance based on given indicators | Particulars | FY 2025-26 (Rs. in Lakh) |
| Revenue from operations | 29,828.51 | |
| Other Income | 914.98 | |
| Total Income | 30,743.49 | |
| EBDITA | 5,452.00 | |
| Profit before tax | 5,774.56 | |
| Profit after tax | 4,328.13 | |
| EPS (in actual) | 2.49 | |
| Foreign investments or collaborations, if any. | Company has a 49:51 joint venture with Bausano Holdings SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profile extrusion lines including for wood composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets. | |
| Foreign investors, mainly comprising NRIs, and Foreign Nationals are investors in the Company on account of past issuances of securities/ secondary market purchases. |
II. Information about the Directors:
| Particulars | Information | ||
|---|---|---|---|
| Name | Mr. Rajesh N. Doshi | Ms. Khushboo C. Doshi | Mr. Utsav K. Doshi |
| Background details, Job profile and their suitability | Mr. Rajesh N. Doshi is the Chairman and Executive Director of the Company. He holds a degree of B.Sc. from Saurashtra University. As a co-founder of the Rajoo Group, he is involved in the day-to-day operations of the company. He has more than three decades of experience in plastic processing, machinery manufacturing, and product development. His keen ability to spot new technologies and find ways to manage costs effectively without sacrificing quality has helped the company maintain its strong position in the industry. He is highly skilled in managing and executing projects. | Ms. Khushboo C. Doshi is Managing Director of the Company. She is a qualified architect and holds a Master's Degree in Industrial Product Design from the United Kingdom. She further, holds a Master's in Management for Entrepreneurs from IIM Ahmedabad along with a specialization in Family Businesses from IIM Bangalore. She possesses over 17 years of professional experience, including serving as the Marketing Head and Product Manager for Rajoo's foam business Her roles and responsibilities includes overseeing departments such as human resources, financial management, She also looks after the after-sales services in the Company. | Mr. Utsav K. Doshi is Joint Managing Director of the Company. He holds a Bachelor's Degree in Mechanical Engineering with a Masters in Polymer technology from HTW Aalen University, Germany. He has over 14 years of experience in both designing and operations in Rajoo Engineers Ltd. He oversees all manufacturing activities at the company and plays a key role in translating market needs into technical solutions. He has a deep understanding of manufacturing processes and plastic processing, which enables him to ensure the company's products meet high technical standards. |
| Past remuneration (last 3 FYs) | FY 2025-26: Rs. 1.68 Cr. | ||
| FY 2024-25: Rs. 1.31 Cr. | |||
| FY 2023-24: Rs. 1.39 Cr. | FY 2025-26: Rs. 88.33 Lakh | ||
| FY 2024-25: Rs. 64.70 Lakh | |||
| FY 2023-24: Rs. 59.26 Lakh | FY 2025-26: Rs. 68.83 Lakh | ||
| FY 2024-25: Rs. 51.00 Lakh | |||
| FY 2023-24: Rs. 50.00 Lakh | |||
| Recognition or awards | NIL | She was awarded as 'Women Entrepreneur of the Year Award - Manufacturing Sector' on March 25, 2023 at the India SME Excellence Awards. | NIL |
| Remuneration proposed | Details of proposed remuneration are as set out in Explanatory Statements. | ||
| Comparative remuneration profile with respect to industry, size of the company, profile of the position and person | Taking into account the turnover of the Company and the experience and responsibilities of the said Directors, the excess remuneration being paid to them is reasonable and is in line with remuneration prevailing in the industry. | ||
| Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel or other director, if any. | He is a Promoter of the Company and holds 1,98,76,373 equity shares. | She is a Promoter of the Company and holds 1,29,78,778 equity shares. | He is a Promoter of the Company and holds 85,84,992 equity shares. |
III. Other Information
| Reasons of loss or inadequate profits | Currently, the Company is profit making Company. |
|---|---|
| Steps taken or proposed to be taken for improvement | The company has set up in house R & D Centre in order to develop new products for better realization and continuously efforts to expand marketing and economy in operations. |
| Expected increase in productivity and profits in measurable terms | The Company is very conscious about improvement in productivity and undertakes constant measures to improve it. However, it is extremely difficult in the present scenario to predict profits in measurable terms. |
IV. Disclosures
All the information shall be disclosed in the Report of Corporate Governance as annexed to Annual Report.