Harshdeep Hortico Ltd

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.

Key details

• Target company is Harshdeep Hortico Limited.
• Acquirer: Counter Cyclical Investments Private Limited (PMS) through its clients; PACs: clients of PMS.
• Acquirer is not part of promoter/promoter group.
• Shares are listed on BSE Limited (BSE).
• Pre-acquisition holding: 804,000 shares, 4.99%.
• Acquisition: 6,000 shares acquired on 11 August 2026 (0.04%).
• Post-acquisition holding: 810,000 shares, 5.03%.
• Mode of acquisition: Open Market.
• Date of acquisition: 11 August 2026.
• Equity/voting capital before and after: 16,094,060 shares, unchanged.
• Total diluted share/voting capital remains 16,094,060 shares.

Board actions and governance

• Directors' Report for the financial year ended 31 March 2026 approved.
• Remuneration of directors exceeding Section 197 limits approved, subject to AGM and compliance.
• Remuneration to Hitesh Chunilal Shah (Chairman and MD) approved, subject to AGM and approvals.
• Increase in remuneration for Harshit Hitesh Shah, Whole-time Director, approved, subject to AGM.
• Remuneration for Dipti Hitesh Shah, Non-Executive Director, approved, subject to AGM.
• Investment up to ₹1 crore via equity infusion in a Dubai entity to be finalised.
• 4th AGM notice approved for 17 Sep 2026; Scrutinizer appointed.
• Cut-off date for voting eligibility fixed at 10 Sep 2026.
• Audit Committee reconstituted after Shankar Keshava Vailaya's resignation; new Chair Arjun Bhanushali, Members Parekh and Shah.

Status under Reg. 74(5)

• Regulation 74(5) not applicable as all shares are in demat form.
• No rematerialisation requests were received during quarter ended 30 June 2026.

FY26 results

• 📊 Standalone revenue from operations rose to Rs 68.71 crore in FY26 from Rs 56.27 crore.
• 📊 Total income increased to Rs 68.87 crore in FY26 from Rs 56.30 crore.
• 📊 Profit before tax rose to Rs 16.04 crore in FY26 from Rs 11.41 crore.
• 📊 Profit after tax increased to Rs 12.52 crore in FY26 from Rs 9.70 crore.
• 📊 Basic and diluted EPS improved to Rs 7.78 from Rs 6.03.

Half-year performance

• 📊 H2 FY26 revenue from operations was Rs 36.07 crore versus Rs 32.64 crore in H1 FY26.
• 📊 H2 FY26 total income was Rs 36.10 crore versus Rs 32.64 crore in H1 FY26.
• 📊 H2 FY26 profit before tax was Rs 9.16 crore versus Rs 6.88 crore in H1 FY26.
• 📊 H2 FY26 profit after tax was Rs 6.82 crore versus Rs 5.70 crore in H1 FY26.

Costs and balance sheet

• 📊 Material consumed was Rs 8.23 crore in FY26, versus Rs 5.48 crore last year.
• 📊 Inventory increased to Rs 38.21 crore from Rs 23.56 crore.
• 📊 Trade receivables rose to Rs 19.94 crore from Rs 13.16 crore.
• 📊 Cash and cash equivalents declined to Rs 0.97 crore from Rs 2.21 crore.
• 📊 Total assets increased to Rs 80.93 crore from Rs 56.17 crore.

Cash flow

• 📊 Operating cash flow was Rs 3.59 crore in FY26, versus Rs 5.77 crore last year.
• 📊 Investing cash flow was negative Rs 8.40 crore, driven by property, plant and equipment purchases.
• 📊 Financing cash flow was Rs 3.59 crore, supported by secured loan increase.

Dividend and audit

• 📍 Board recommended final dividend of Rs 0.25 per share, or 2.5% on face value.
• 📍 Statutory auditors issued an unmodified opinion on the standalone financial results.

Operations

• 🗒️ The company operates in a single segment: manufacturing of flower pots.
• 🗒️ The board appointed Mr. Ankit Manilal Gala as internal auditor for FY27.

Financial results

• Board approved audited standalone financial results for half year and year ended 31 March 2026.
• Auditor issued an unmodified opinion on the audited standalone results.
• Standalone statement of assets and liabilities, profit and loss, and cash flow statement were approved.

Dividend

• Board recommended final dividend of Rs.0.25 per equity share, or 2.5%, for FY2025-26.
• Dividend is subject to shareholder approval at the ensuing AGM.

Appointment

• Mr. Ankit Manilal Gala was appointed Internal Auditor for FY2026-27.
• Appointment took effect on 4 May 2026.

Auditor report

• Statutory auditors, Kailash Chand Jain & Co., reported an unmodified opinion on standalone results.