Dolfin Rubbers Ltd

Dolfin Rubbers Ltd — Closure of Trading Window

AGM Details

• AGM held in September 2026 at 10:30 AM at registered office, in-person.
• Remote e-voting facility offered; votes processed.
• Voting cut-off date disclosed in notice.

Resolutions & outcomes

• Resolution 1 (Ordinary): Adopt audited financial statements and reports; outcome: Passed unanimously.
• Resolution 2 (Ordinary): Re-appoint director by rotation; eligible for re-appointment; outcome: Passed unanimously.
• Resolution 3 (Special): Re-appoint Joint Managing Director and KMP; outcome: Passed unanimously.
• Resolution 4 (Ordinary): Ratify remuneration of Cost Auditor; outcome: Passed unanimously.
• Resolution 5 (Special): Appoint a Non-Executive Independent Director; outcome: Passed unanimously.
• Resolution 6 (Special): Appoint a Non-Executive Independent Director; outcome: Passed unanimously.

Director changes

• Re-appointment by rotation of Wholetime Director.
• Re-appointment of Joint Managing Director and KMP.
• Appointment of two Non-Executive Independent Directors.

Auditors

• Cost Auditor remuneration ratified.

AGM details

• 31st AGM held on 9 September 2026 at 10:30 AM IST at registered office; concluded 12:00 PM.
• Mode: physical in-person meeting.
• Quorum declared; all directors attended.
• Auditor's Report contained no qualifications or adverse remarks.

Ordinary business

• Adopt Audited Financial Statements for year ended 31 March 2026 with Directors' and Auditors' reports.
• Reappointment of Kanwaljit Singh as Director by rotation; eligible, offers for reappointment.

Special business

• Re-appoint Surinder Pal Singh as Joint Managing Director and KMP.
• Ratify remuneration of Cost Auditor.
• Appoint Satinder Singh Kohli as Non-Executive Independent Director.
• Appoint Mrs. Soni Rani as Non-Executive Independent Director.

AGM Details

• Date and time: 9 September 2026 at 10:30 AM; venue: Registered office.
• Mode: Physical meeting; remote e-voting enabled.
• Register of Members closure: Aug 31 to Sep 9, 2026.

Resolutions

• Ordinary: Adoption of Audited Financial Statements and reports.
• Ordinary: Re-appoint Kanwaljit Singh as Whole-time Director, retires by rotation.
• Special: Appoint Surinder Pal Singh as Joint Managing Director for five years with remuneration terms.
• Ordinary: Ratify cost auditor remuneration for FY ending 31 March 2027.
• Special: Appoint Satinder Singh Kohli as Independent Director for five years.
• Special: Appoint Soni Rani as Independent Director for five years.

Dividend

• Dividend: No dividend proposal declared at this AGM.

Director Changes

• Kanwaljit Singh to be re-appointed as Whole-time Director, retires by rotation.
• Surinder Pal Singh re-appointed Joint Managing Director for five years from 1 November 2026.
• Satinder Singh Kohli appointed Independent Director for five years (Aug 13, 2026–Aug 12, 2031).
• Soni Rani appointed Independent Director for five years (Aug 13, 2026–Aug 12, 2031).

Auditor Appointments

• Cost Auditor remuneration ratified: Rs 28,000 plus out-of-pocket expenses for FY ending 31 March 2027.

Financial highlights

• Revenue from operations: ₹16,975.44 Lakhs.
• PAT: ₹553.86 Lakhs; EPS ₹5.52.
• Dividend: No dividend declared for FY2025-26.
• Net profit margin: 3.26%; ROE: 15.32%.
• Debt-to-equity: 0.48x; current ratio: 1.78x.
• Borrowings: ₹1,860.51 Lakhs; cash: ₹5.00 Lakhs.
• Share capital: ₹1,002.99 Lakhs; total equity: ₹3,891.58 Lakhs.
• Tubeless tyres dominate Indian market (~79%).
• Employees on roll: 169.

Geography & segment

• Operating segment: Rubber tyres and tubes (single segment).
• Domestic Indigenous sales: ₹15,186.39 Lakhs; Export: ₹1,789.05 Lakhs.
• Tubeless tyres hold ~79% of domestic market.

Capital structure & liquidity

• Share capital: ₹1,002.99 Lakhs.
• Total borrowings: ₹1,860.51 Lakhs (long-term ₹135.57; short-term ₹1,724.94).
• Cash and cash equivalents: ₹5.00 Lakhs.
• Net debt to equity: 45.24%.
• Current ratio: 1.78x.
• Total equity: ₹3,891.58 Lakhs.

Governance & leadership

• Board has 8 directors; 4 executive, 4 independent.
• Satinder Singh Kohli and Soni Rani appointed independent directors (Aug 13, 2026).
• Surinder Pal Singh re-appointed Joint Managing Director for 2026-2031.
• Kawaljit Singh, Ratinder Kaur, Kanwaljit Singh appointed as executives in Aug 2025.
• Cost Auditor remuneration ₹28,000 for FY2027 ratified.

Audit & controls

• Statutory Auditor: M/s Goyal Sanjay & Associates; no qualifications.
• Secretarial Auditor: M/s PDM & Associates; no qualifications.
• Internal Auditor: Divyam Jain re-appointed for 2025-26.
• Secretarial compliance: Annual report and SS certificates filed.

CSR & ESG

• CSR policy aligned with Section 135; CSR committee in place.
• Average net profit ₹6.10 Cr; CSR liability ₹12.19 Lakhs.
• CSR spend: ₹12.50 Lakhs; administrative overhead: Nil.
• Annexure VI provides CSR details.

Outlook & risks

• Indian tyre market supported by EV uptake and infra growth.
• Risks include raw material price volatility and competition.
• Imports from China pose price competition threats.
• Geopolitical and policy fluctuations may affect demand.

Record date and AGM entitlements

• Purpose: Entitlement for 31st AGM attendance and e-voting.
• Security: Equity shares.
• Record date: 31 August 2026.
• Book closure: 1 September 2026 to 9 September 2026.
• AGM date/time: 9 September 2026 at 10:30 AM.
• Voting window: 6 September 2026 09:00 to 8 September 2026 17:00.
• E-voting via NSDL services.

AGM & book-closure details

• AGM date: 9 September 2026 at 10:30 AM at the registered office.
• Book closure for AGM: 1 September 2026 to 9 September 2026 (inclusive).
• Record date for voting: 31 August 2026.
• E-voting period: 6 September 2026 09:00 AM to 8 September 2026 05:00 PM.
• Security: equity shares.
• Event: voting via NSDL e-voting platform.

Annual report and AGM actions

• Approved Directors Report with annexure for year ended 31 March 2026.
• Fixed 31st AGM on 9 September 2026 at 10:30 AM; AGM notice approved.
• Share transfer books and member register closed 31 Aug to 9 Sep 2026.
• E-voting cut-off date fixed at 31 Aug 2026.

Board appointments and governance actions

• Re-appointed Scrutinizer: Pooja Damir Miglani.
• Re-appointed Internal Auditor: Divyam Jain for FY2026-27.
• Re-appointed Cost Auditor: Anju Pardesi for FY2026-27.
• Re-appointed Joint Managing Director and KMP: Surinder Pal Singh.
• Appointed Additional Director: Satinder Singh Kohli, Non-Executive Independent.
• Appointed Additional Director: Soni Rani, Non-Executive Independent.