Poojawestern Metaliks Ltd

Poojawestern Metaliks Limited: Trading window closed from Thursday, October 01, 2026 till 48 hours after the declaration of Financial Results for the Quarter and half year ended September 30, 2026

Statutory auditor appointment

• Appointed M/S. B. B. Gusani & Associates as statutory auditor for five years from Sep 12, 2026.
• Remuneration to be fixed as part of the appointment.
• Profile: Proprietary ICAI firm No. 140785W led by CA Bhargav Gusani; audits, tax, GST.

Re-appointment: Hitesh Amritlal Vishrolia

• Re-appointment as Non-Executive Independent Director, effective Dec 06, 2026, for a five-year term.
• Profile: Served since Dec 6, 2021; independent governance expertise.
• Relationship: Not related to other directors.
• Disclosures: Not debarred from holding directorship.

Re-appointment: Bimal Sureshkumar Udani

• Re-appointment as Non-Executive Independent Director for five-year term from Nov 13, 2026.
• Profile: Undergraduate and entrepreneur with turnkey projects, civil works, crane rental experience.
• Relationship: Not related to other directors.
• Disclosures: Not debarred from holding directorship.

AGM Details

• AGM held on 12-09-2026 via VC/OAVM, 11:53 AM to 12:22 PM.
• Record date: 05-09-2026.
• Deemed venue: registered office.

Resolutions Put to Vote

• Resolution 1: Ordinary adoption of audited standalone and consolidated financial statements.
• Resolution 2: Ordinary re-appointment of Anil Devram Panchmatiya as Whole-Time Director.
• Resolution 3: Ordinary appointment of M/S. B. B. Gusani & Associates as Statutory Auditor.
• Resolution 4: Special re-appointment of Hitesh Amritlal Vishrolia as Independent Director.
• Resolution 5: Special re-appointment of Birnal Suresh Udani as Independent Director.

Voting Results

• Resolution 1: Passed with near-unanimous support.
• Resolution 2: Passed.
• Resolution 3: Passed.
• Resolution 4: Passed.
• Resolution 5: Passed.

Dividend

• Dividend: Not proposed.

Governance & Appointments

• Re-appointments: Panchmatiya (WTD) and two independent directors for five-year terms.
• Statutory Auditor Gusani & Associates appointed; remuneration fixed.
• No material related party transactions disclosed.

Other Material Approvals

• No other material approvals reported.

AGM Details

• Date and time: Sep 12, 2026, 11:53 AM–12:22 PM IST; Mode: VC via Microsoft Teams.
• NSDL e-voting available until 15 minutes after meeting.

Resolutions Put to Vote

• Adoption of audited standalone and consolidated financial statements (ordinary).
• Appointment of director by rotation (ordinary).
• Appointment of M/S. B. B. Gusani & Associates as statutory auditor; remuneration to be fixed (ordinary).
• Re-appointment of Hitesh Amritlal Vishrolia as non-executive independent director for a second term (special).
• Re-appointment of Bimal Sureshkumar Udani as non-executive independent director for a second term (special).

Voting Status

• Consolidated voting results to be declared within two working days; posted on the company website.

Director & Auditor Changes

• Re-appointment of Hitesh Amritlal Vishrolia as non-executive independent director for five years from Dec 6, 2026.
• Re-appointment of Bimal Sureshkumar Udani as non-executive independent director for five years from Nov 13, 2026.
• Statutory auditor appointment: M/S. B. B. Gusani & Associates; remuneration to be fixed.

AGM and annual report access

• 10th AGM on Sep 12, 2026, at 11:30 A.M. IST via VC/OAVM.
• Annual Report 2025-26 and Notice available for download on poojametal.com.
• Web-link and QR code to access the Annual Report; path: Investors > Finance > Annual Report.
• Cut-off date for e-voting eligibility: Sept 5, 2026.
• Remote e-voting window: Sept 9, 2026, 9:00 A.M. to Sept 11, 2026, 5:00 P.M.
• Update your KYC details with your DP to facilitate communication.

Financial performance

• Standalone revenue from operations FY2025-26: ₹5,394.07 L; up 7.09% YoY.
• Standalone total income: ₹5,477.26 L; PAT: ₹88.61 L; EPS: ₹0.87.
• Consolidated revenue from operations: ₹7,456.55 L; PAT: ₹159.71 L; EPS: ₹1.57.
• Standalone operating profit before depreciation, finance and tax: ₹336.56 L; consolidated ₹514.84 L.
• Total income rose to ₹5,477.26 L (standalone) and ₹7,594.30 L (consolidated).
• Rights issue proposed in 2025; withdrawn by board on 3-Mar-2026.

Dividends & capital allocation

• Board did not declare any dividend for FY2025-26.
• Unclaimed dividend: 2023-24 ₹72,580; 2022-23 ₹39,275; to be transferred to IEPF as per rules.
• Profit retained in Other Equity; no transfer to reserves during the year.

Capital structure & share capital

• Authorized capital: ₹21.00 Cr; Issued & paid-up capital: ₹10.142 Cr.
• Rights issue: 81,13,600 partly paid shares proposed at ₹20; withdrawn in Mar 2026.
• Share capital remained unchanged despite rights issue withdrawal.

Subsidiaries & strategic developments

• Sierra Metal Industries Private Limited (subsidiary): 99.98% holding since Dec 3, 2019.
• Brasscraft Engineering Private Limited: incorporated Jun 21, 2025; ₹99,800 subscribed for 9,980 shares (99.80%).
• Brasscraft had no business operations in FY2025-26; status disclosed in notes.

Governance & compliance

• Board comprised 8 directors (4 Executive, 4 Independent); 1 Independent Woman Director.
• Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee, and Right Issue Committee in place.
• Statutory auditors: M/s D.G.M.S & Co.; proposed successor: M/s B. B. Gusani & Associates (2026-2031).
• Internal auditor: M/s Paras A Rathod & Co.; Secretarial auditor: M/s Mittal V. Kothari & Associates.
• Secretarial Audit notes: DSC signature lapse; Brasscraft disclosure gap; IEPF delays; ID databank issues resolved.

Management view & outlook

• Outlook: brass industry growth supported by infrastructure, automotive, and electrical sectors.
• Energy conservation: replacing induction furnaces with EAFs, waste heat recovery, VFDs, LED lighting.
• Risks include raw material price volatility, FX movements, and global demand shifts.

AGM Details

• AGM date/time: 12 September 2026, 11:30 IST.
• Mode: VC/OAVM.
• Cut-off for voting rights: 5 September 2026.
• Venue deemed at registered office.
• Remote e-voting via NSDL and AGM e-voting details.

Ordinary Resolutions

• Adoption of standalone and consolidated financial statements for FY 2025-26.
• Re-appointment of Anil Devram Panchmatiya as Whole-Time Director.
• Appointment of M/S. B. B. Gusani & Associates as Statutory Auditors; remuneration to be fixed.

Special Resolutions

• Re-appointment of Hitesh Amritlal Vishrolia as Non-Executive Independent Director for a second term.
• Re-appointment of Bimal Sureshkumar Udani as Non-Executive Independent Director for a second term.

Director Changes

• Anil Devram Panchmatiya to be reappointed as Whole-Time Director.
• Hitesh Amritlal Vishrolia to be reappointed as Independent Director.
• Bimal Sureshkumar Udani to be reappointed as Independent Director.

Auditor Appointments

• Statutory Auditor appointed: M/S. B. B. Gusani & Associates; term until 15th AGM.
• Remuneration to be determined by the Board on Audit Committee recommendation.

Key Decisions

• Re-appoint Hitesh Vishrolia as Non-Executive Independent Director for a second five-year term from Dec 2026.
• Re-appoint Bimal Udani as Non-Executive Independent Director for a second five-year term from Nov 2026.
• Appoint M/S B. B. Gusani & Associates as statutory auditors for five years (2026–2031).
• Draft Directors' Report for FY 2025-26 approved for inclusion in Annual Report 2025-26.
• 10th AGM scheduled for Sep 12, 2026 at 11:30 AM via VC/OVAM.
• Approved remote e-voting schedule with cutoff and dates.
• NSDL appointed as Remote E-Voting Agency for AGM resolutions.
• M/s. SCS and Co. LLP appointed Scrutinizer for AGM e-voting.
• Notice of 10th AGM and Annual Report to be submitted to exchange.

Postal ballot resolutions

• Resolution 1 (Special): Convert unsecured loan into subscription money for rights equity shares; approved.
• Resolution 2 (Special): Issue partly paid-up equity shares on rights basis; approved.
• Outcome: Both resolutions passed with requisite majority.