H S India Ltd

Special window for re-lodgment of physical share transfers

• Subject: Notice of a special window for re-lodgment of physical share transfer requests.
• References SEBI Circulars dated 2 July 2025 and 30 January 2026 governing the window.
• Newspaper ad published in Standard Post (English) and Mumbai Lakshadip (Marathi) editions.
• Notice also available on the company website hsindia.in.
• Filed by H S India Limited; Company Secretary ESH Limbani (FCS-12568).

AGM Details

• AGM date/time: 11 September 2026, 10:30 IST, via VC/OAVM.
• Record date for voting: 04 September 2026.
• AGM concluded at 10:41 IST.

Resolutions and outcomes

• Resolution 1: Adopt Audited Financial Statements; Ordinary; Passed.
• Resolution 2: Re-appoint Director Ramesh Bansal; Ordinary; Passed.
• Resolution 3: Appoint Statutory Auditor; Ordinary; Passed.
• Resolution 4: Approve material related party transactions; Ordinary; Passed.

Statutory Auditor expiry

• Expiry after term: K. K. Haryani & Co. ceased as Statutory Auditors at 37th AGM (11 Sep 2026).

AGM Details

• Date and time: 11 September 2026, 10:30–10:41 IST.
• Mode: VC/OAVM.

Resolutions put to vote

• Ordinary Resolution: Adoption of Audited Financial Statements for year ended 31 March 2026.
• Ordinary Resolution: Appointment of Mr. Ramesh Radheyshyam Bansal as Director liable to retire by rotation.
• Ordinary Resolution: Appointment of Statutory Auditor.
• Special Business: Approval of material related party transactions (ordinary resolution).

Voting progress

• Voting results to be disseminated to BSE/NSDL and uploaded on company website.
• Remote e-voting facility provided from 8–10 Sep 2026; 15 minutes post-meeting on-site voting for attendees.

Scrutiny

• Scrutinizer appointed to conduct remote and on-site voting.

Director changes

• Director re-appointment: Mr. Ramesh Bansal (liable to retire by rotation).

Auditor appointments

• Statutory Auditor appointed.

Material related party transactions

• Approval of material related party transactions with related party.

AGM notice and report access

• 37th AGM scheduled for 11 September 2026 at 10:30 a.m. via VC/OAVM.
• Electronic AGM notice and FY2025-26 annual report sent to registered email IDs.
• Report accessible via HS India website and NSDL/BSE portals.

E-voting timeline

• Cut-off date for e-voting: 4 September 2026.
• E-voting starts 8 September 2026 at 9:00 a.m. IST; ends 10 September 2026 at 5:00 p.m.

KYC and notices

• Shareholders without registered emails should register with DP or RTA.
• KYC update reminder under SEBI circular 2024-27; dematerialization of physical securities advised.
• Physical copies of the report available on request via email.

AGM Details

• AGM on 11 September 2026 at 10:30 IST via VC/OAVM
• Remote e-voting window: 8 September 2026 09:00 to 10 September 2026 17:00
• Cut-off date for voting: 4 September 2026
• Deemed venue: Company's registered office
• Proxies not allowed; meeting via VC/OAVM

Resolutions

• Ordinary: Adoption of financial statements for year ended 31 March 2026
• Ordinary: Re-appointment of Ramesh Radheyshyam Bansal, retiring by rotation
• Ordinary: Appointment of M/s R. M. Hariyani & Co as statutory auditors for 5 years
• Ordinary: Material related party transactions with LIHL up to Rs 395 Lakhs for 2026-27; arm's length

Auditor & Director Changes

• Proposed statutory auditor remuneration: Rs 1,75,000 per annum plus out-of-pocket
• Remuneration last drawn by MD/CFO: Rs 2,00,000 per month

Related Party Transactions

• Counterparty: Lords Ishwar Hotels Limited (LIHL)
• Nature: Purchase of foreign liquor and wine
• Aggregate value: Rs 395.00 Lakhs
• Period: 2026-27; omnibus approval sought
• RPT as % of turnover: 15.14%

Financial highlights

• Total income FY2025-26: Rs 2,659.20 lakh.
• Revenue from operations: Rs 2,609.00 lakh.
• Net profit after tax: Rs 162.12 lakh.
• Earnings per share: Rs 1.00 (basic).
• Profit before tax: Rs 214.48 lakh.
• Dividend: No dividend recommended.
• Current tax Rs 62.36 lakh; Deferred tax Rs (10.00) lakh.
• Total income declined year-on-year to 2,659.20 lakh.

Capital structure & liquidity

• Equity share capital: Rs 1,623.84 lakh.
• Long-term borrowings: Rs 867.00 lakh.
• Short-term borrowings: Rs 360.78 lakh.
• Total borrowings: Rs 1,251.46 lakh.
• Debt-to-equity ratio: 0.37.
• Current ratio: 6.19.
• Cash and cash equivalents: Rs 508.51 lakh.
• Net cash from operating activities: Rs 460.68 lakh.

Related party transactions

• Material RPT with Lords Ishwar Hotels Limited approved for 2026-27; aggregate Rs 395.00 lakh.
• RPT value equals 15.14% of company turnover.
• RPT equals 53.63% of LIHL turnover.
• Audit Committee and Board authorize and review RPTs quarterly.

Auditors & internal controls

• Auditor appointment: M/s. R. M. Hariyani & Co. for five years (2026-31).
• Remuneration: Rs 1,75,000 per annum plus expenses.
• Audit Committee to finalize terms; board authorized to execute contracts.
• Secretarial auditor: Manish R. Patel; 5-year term to 41st AGM.
• Internal financial controls: adequate and operating effectively.

Board governance & meetings

• Board size: six directors; 2 executive, 1 woman non-exec, 3 independent.
• Four board meetings held in 2025-26.
• Audit Committee: 4 meetings; Nomination & Remuneration: 2; Stakeholders: 4; Risk: 2.
• Independent Directors familiarisation program completed; details on company website.
• Sitting fees: non-exec directors not paid; no material pecuniary interlocks.

Energy, risk & governance

• Energy conservation: PNG, solar water heating, DG backup.
• POSH compliance; Vigil Mechanism/Whistle Blower policy in place.
• Policy on related party transactions published on company website.

Outlook & risks

• Outlook: hospitality sector growth aided by government tourism policies and UDAN connectivity.
• Risks: geopolitical tensions and cyber security threats; industry volatility acknowledged.