Procal Electronics India Ltd

AGM Details

• Date 29 Sep 2026; time 03:00–03:07 PM; conducted via VC/OAVM.

Resolutions

• Ordinary: adoption of audited financial statements and reports for year ended 31 Mar 2026.
• Ordinary: re-appointment of Statutory Auditor M/s SSRV & Associates.

Voting & Results

• Voting results to be announced within two working days after AGM conclusion.

Participation

• Members present: 17 via VC/OAVM; Scrutinizer appointed; quorum confirmed.

Appointment details

• Name and designation: Abhishek Pokharna, Company Secretary and Compliance Officer.
• Date of appointment and effective date: 23 September 2026.
• Board approval: Approved at meeting held 24 September 2026.
• Reason for appointment: Appointment as Company Secretary and Compliance Officer.
• Brief profile: Qualified Company Secretary and commerce graduate; knowledgeable in Company Act, SEBI LODR; secretarial experience.
• Relationships with directors or promoters: None disclosed.

Appointments/Resignations

• Appointed Abhishek Pokharna as Company Secretary and Compliance Officer, effective 23 September 2026.
• Membership No: ACS 52100.
• Profile: qualified CS with Commerce degree and SEBI LODR knowledge.

Procal Electronics India Ltd trading window closed from 15 October 2026 until 48 hours after the declaration of the Un-Audited Financial Results for the quarter ended 30 September 2026

AGM Details

• Date/time and mode: 29 September 2026, 3:00 PM, via VC/OAVM.
• Remote e-voting window: 26 Sep 2026 09:00 IST to 28 Sep 2026 17:00 IST.

Key Resolutions

• Adopt audited financial statements for year ended 31 March 2026 with Board and Auditor reports.
• Re-appoint SSRV & Associates as Statutory Auditors; tenure from 34th AGM to 38nd AGM; remuneration as agreed.

Voting Results

• Item 1 outcome: Not disclosed in this notice.
• Item 2 outcome: Not disclosed in this notice.

Dividend

• No dividend proposed or declared in this AGM notice.

Director Changes

• No director appointments or resignations announced.

Auditor Appointments

• Statutory Auditor re-appointed; tenure until the 38th AGM.

Material Related Party Transactions

• No material related party transactions disclosed.

Other Material Approvals

• No other material approvals disclosed.

Financial snapshot

• Net loss after tax: Rs 4.12 Lakhs in FY2025-26.
• Revenue from operations null; no manufacturing or trading activity.
• EPS: Rs 0.00; no dividend declared for the year.
• Total assets ~ Rs 688.22 Lakhs; borrowings ~ Rs 963.78 Lakhs.
• Share capital unchanged at Rs 350 Lakhs.

Going concern and audit flags

• Auditor adverse opinion due to material going-concern uncertainty.
• Net worth eroded with persistent losses and no ongoing operations.
• Bank SARFAESI actions: Canara Bank took over assets and sold them.
• Sale proceeds (~Rs 49.07 Lakhs) adjusted against bank liabilities.
• Internal controls over inventories and PPE deemed weak.

Governance and compliance status

• BSE listing suspended; penalties for listing dues.
• No Whole-time Company Secretary or CFO appointed.
• INC-22A not filed; status Active Non-Compliance.
• Internal audit not appointed; corporate governance not applicable due to company size.

Capital structure and related parties

• Major borrowings from Canara Bank and State Financial Corporation; director loans.
• Related-party loans: Director Rs 65.12 Lakhs; relative Rs 7.79 Lakhs.
• Sale of assets due to bank take-over; no fresh equity issuances in year.

Operations, risks and outlook

• No business operations during the year; revival aims via trading/agency.
• Excise demand Rs 1,65,20,069; disputed; bills of exchange Rs 106.87 Lakhs.
• Significant risk: going concern; NHPA status and bank recoveries ongoing.
• Contingent liabilities disclosed; substantial uncertainties remain.

Shareholder communications and AGM

• 34th AGM on 29 September 2026 via VC/OAVM.
• Remote e-voting period: 26-28 September 2026; voting post-meeting restricted to attendees.
• Book closure: 23-29 September 2026.
• Registrar and Transfer Agent: Satellite Corporate Services.

Notes, annexures and material observations

• Secretarial audit highlights include listing-status suspension, non-appointment of CS/CFO, and INC-22A non-filing.
• Material weaknesses in internal controls preliminarily identified; going-concern uncertainties acknowledged.
• Related-party disclosures include KMP balances and loans; governance oversight noted.

Governance and AGM approvals

• Secretarial Audit Report for FY 2025-26 taken on record with board comments.
• Directors Report, Management Discussion and Analysis, and Corporate Governance Report approved for FY 2025-26.
• 34th AGM fixed for September 29, 2026 via VC/AOVM.
• Notice of the 34th AGM approved and to be issued to members and authorities.
• Book closure from Sept 23 to Sept 29, 2026 (inclusive) approved.
• Scrutinizer appointment: M/s. Nitesh Chaudhary & Associates for the AGM.
• MD authorized to conduct AGM and all e-voting processes.
• Directors and representatives authorized to attend investee company AGMs.
• CFO, Code of Conduct, and Corporate Governance certificates as on 31 March 2026 taken on record.

Meeting Details

• Date: 07 September 2026.
• Time: Not disclosed.
• Venue: Registered office, 201 Shyam Baba House Chs Ltd, Upper Govind Nagar, Malad East, Mumbai 400097.

Key Agenda Items

• To consider and approve Directors Report with annexures, MDA and Corporate Governance Report for FY 2025-26.
• To fix day, date, time and venue for 34th AGM.
• To consider and approve notice of 34th AGM.
• To fix the date for closure of Register of Members and Transfer Books for AGM.
• To appoint Scrutinizer for 34th AGM.
• To take note on status of statutory registers under Companies Act, 2013.
• To authorise MD and Company Secretary to conduct AGM and voting, including e-voting.
• Any other business with permission of the Chairperson.

Other Notes

• No additional material notes disclosed.