Harshdeep Hortico Ltd

Harshdeep Hortico Ltd – Closure of trading window from Oct 01, 2026 until 48 hours after communication of the half-year results ended Sept 30, 2026.

Transaction details

• Target Company: Harshdeep Hortico Limited.
• Disclosing Party: Counter Cyclical Investments Private Limited (PMS) through its clients; non-promoter.
• Transaction Type: Acquisition of shares.
• Pre-Transaction Holding: 849,000 shares, 5.28% voting rights.
• Transaction Details: 18,000 shares acquired (0.11%) via open market.
• Post-Transaction Holding: 867,000 shares, 5.39% voting rights.
• Date of Transaction: 23 September 2026.
• Mode: Open Market.
• Share Capital Context: Before/After equity capital 16,094,060 shares; total diluted capital 16,094,060.

AGM Details

• Date and time: 17 September 2026, 12:30 IST.
• Mode: Physical meeting; no video-conference attendance.
• Venue: Building No.1 Shree Sai Logistics, Thane, Maharashtra.
• Record date: 10 September 2026.
• Shareholders on record: 810.

Resolutions & Outcomes

• Adoption of annual accounts: ordinary; passed with majority in favour.
• Appointment of Megh Hitesh Shah as director liable to rotate: ordinary; passed.
• Declaration of final dividend of Rs 0.25 per equity share: ordinary; passed.
• Remuneration to directors exceeding managerial limit: special; passed.
• Increase in remuneration and designation change to Executive Director: special; passed.
• Inclusion of commission for Hitesh Shah, Chairman and MD: special; passed.
• Fixation of remuneration of Ms. Dipti Hitesh Shah: special; passed.

Dividend Details

• Final dividend of Rs 0.25 per equity share for FY2025-26 approved.

Director & Management Changes

• Megh Hitesh Shah appointed as director, liable to retire by rotation.

Voting & Compliance Notes

• All resolutions passed with requisite majority; no oppositions recorded.

AGM Details

• AGM held on 17 September 2026 at 12:30 PM, in a physical venue in Maharashtra.
• Remote e-Voting offered Sep 14–16, 2026; ballot papers available at meeting.

Resolutions

• Adoption of audited standalone financial statements for FY 2025-26.
• Appointment of director liable to rotate.
• Declaration of final dividend of 0.25 per share (2.5%).
• Remuneration to directors exceeding managerial remuneration limit.
• Increase in remuneration and designation change to Executive Director.
• Remuneration including commission for Chairman and Managing Director.
• Fixation of remuneration for Non-Executive Director.

Director Changes

• Appointment of director liable to rotate.
• Designation change from Whole-Time Director to Executive Director.

Voting Status

• Results of voting not disclosed in the filing; to be announced to the Stock Exchange.

Disclosure details

• Target Company: Harshdeep Hortico Limited.
• Disclosing Party: Counter Cyclical Investments Private Limited via PMS clients (not promoter group).
• Transaction Type: Acquisition of 18,000 voting shares in open market.
• Pre-Transaction Holding: 831,000 shares, 5.16% voting rights.
• Transaction Details: 18,000 shares acquired (0.11%).
• Post-Transaction Holding: 849,000 shares, 5.28% voting rights.
• Date of Transaction: 08 September 2026.
• Equity and voting capital: 16,094,060 shares before and after.
• Total diluted share/voting capital after: 16,094,060 shares.

Acquisition details

• Target Company: Harshdeep Hortico Limited.
• Disclosing Party: Counter Cyclical Investments Private Limited (PMS) through its clients; non-promoter.
• Transaction Type: Acquisition of voting rights.
• Pre-transaction holding: 810,000 shares, 5.03%.
• Shares acquired: 21,000 equity shares (0.13%).
• Instrument: Equity shares; Mode of acquisition: Open Market.
• Post-transaction holding: 831,000 shares, 5.16%.
• Date of acquisition: 20 August 2026.
• Equity share capital before: 16,094,060.
• Equity share capital after: 16,094,060.
• Total diluted share capital: 16,094,060.

Dividend details

• Dividend type: Final dividend.
• Financial year: 2025-26.
• Record date: Friday, September 10, 2026.
• Purpose: determine members' entitlement to receive the dividend.

Financial performance

• Revenue from operations: ₹6,870.90 lakh for FY2025-26.
• Total income: ₹6,874.46 lakh.
• PBT: ₹1,604.34 lakh.
• PAT: ₹1,252.13 lakh.
• EPS: ₹7.78 (basic/diluted) for FY2025-26.
• Final dividend: ₹0.25 per share for FY2025-26.

Capital structure & liquidity

• Paid-up capital: ₹1,609.41 lakh.
• Reserves: ₹4,384.72 lakh.
• Total equity and liabilities: ₹8,092.65 lakh.
• Long-term borrowings: ₹193.01 lakh.
• Cash and cash equivalents: ₹96.66 lakh.
• Current ratio: 3.31; Debt-equity: 0.07.

Operational & working capital metrics

• Inventories: ₹3,821.12 lakh.
• Trade receivables: ₹1,994.32 lakh.
• Trade payables: ₹643.44 lakh (MSME ₹298.73; others ₹344.71).
• Net capital turnover: 1.79.
• ROE: 0.23%; ROCE: 0.27%.

Dividends & capital allocation

• Final dividend: ₹0.25 per share for FY2025-26.
• Proposed post-year-end dividend: ₹0.25 per share (₹40.24 lakh total).
• CSR spend: ₹13.50 lakh; project includes health camps.
• CSR obligation aligned with 2% of average net profit; details in CSR annexure.

Governance & board changes

• Shankar Keshava Vailaya resigned as Independent Director on 16 July 2026.
• Megh Hitesh Shah proposed for appointment as Director, liable to retire by rotation.
• Harshit Hitesh Shah to become Executive Director with remuneration up to ₹60 lakh per annum.

Remuneration & governance framework

• Remuneration for Hitesh Chunilal Shah: up to ₹180 lakh salary plus 2% of net profits as commission.
• Dipti Hitesh Shah remuneration fixed at ₹12 lakh per annum.
• Remuneration approvals to exceed 11% of net profits, up to 20% where applicable.

Audit & internal controls

• Statutory auditors: Kailash Chand Jain & Co; no qualifications.
• Secretarial auditors: Dilip Swarnkar & Associates.
• Inventory valued at lower of cost and NRV; inventories ₹3,821.12 lakh.

CSR details & policy

• CSR committee: Parekh (Chairman), Hitesh Shah, Harshit Shah.
• CSR policy available on company website; CSR activities disclosed in Annexure E.

Outlook & risks

• Medium-to-long-term outlook positive across gardening, planters, and shade nets.
• Risks include raw material price volatility and regulatory changes.

Segment & product overview

• No reportable segments identified in the year.
• Diversified product portfolio across planters, roto-moulded furniture, and shade nets.

Key Decisions

• Designation change: Harshit Hitesh Shah from Whole-time Director to Executive Director.
• Effective date: 17 September 2026, subject to shareholders' approval.
• AGM notice approved for 4th AGM on 17 September 2026 at 12:30 PM.