Meeting Details

The 36th AGM will be held on Friday, August 14, 2026 at 09:00 A.M. IST through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The deemed venue is the Registered Office of the Company.

Ordinary Business Items

1. Adoption of Financial Statements

  • To receive, consider and adopt the Audited Standalone Financial Statements for the financial year ended March 31, 2026, together with reports of Board of Directors and Auditors.
  • To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2026, together with report of Auditors.

2. Director Re-appointment

  • To re-appoint Ms. Kanthi Reddy Sunkerneni (DIN: 10732925) who retires by rotation and is eligible for re-appointment. She holds 19,65,000 shares in the company as of March 31, 2026.

3. Remuneration Revision Note

  • Taking note of revision in remuneration of Mr. Naveen Naidu, Group Chief Executive Officer and Mr. Satish Kumar Yadav, Group Chief Operating Officer of material subsidiary Verso Altima India Private Limited, effective from April 1, 2026.
  • The revision was approved by the subsidiary's board considering roles, responsibilities, experience, performance, industry benchmarks, and market compensation practices.

4. Share Forfeiture Approval

  • Approval for forfeiture of 26,39,910 (Twenty-Six Lakh Thirty-Nine Thousand Nine Hundred and Ten) partly paid-up equity shares from Rights Issue.
  • Shareholders failed to pay outstanding First Call and/or Final Call monies within stipulated timelines despite due notices.
  • Forfeiture effective from May 22, 2026.
  • All amounts already paid by holders shall stand forfeited to the Company.
  • Shares will cease to rank for any rights from effective date of forfeiture.

5. Borrowing Powers Approval (Special Resolution)

  • Seeking approval under Section 180(1)(c) for borrowing powers.
  • Authorization to borrow money through loans, credit facilities, term loans, working capital facilities, external commercial borrowings, debentures, commercial papers or other debt instruments.
  • Total borrowing limit: ₹100,00,00,000 (One Hundred Crore) for fund-based facilities and ₹100,00,00,000 (One Hundred Crore) for non-fund-based facilities, over and above aggregate of paid-up share capital, free reserves and securities premium.

6. Charge Creation Approval (Special Resolution)

  • Seeking approval under Section 180(1)(a) for creation of mortgages, charges, hypothecations, pledges, liens or other security interests on company assets.
  • Security may be created on movable/immovable properties, tangible/intangible assets, present/future assets, or whole/substantial whole of any undertaking.

7. Loans/Guarantees/Investments Approval (Special Resolution)

  • Seeking approval under Section 186 for making loans, giving guarantees, providing securities and making investments in other body corporates.
  • Aggregate outstanding limit: ₹100,00,00,000 (One Hundred Crore).

8. Loans to Director-Related Entities (Special Resolution)

  • Seeking approval under Section 185 for grant of loans, guarantees or securities to entities in which directors are interested.
  • Aggregate outstanding limit: ₹50,00,00,000 (Fifty Crore).
  • Transactions must be for principal business activities and on arm's length basis where applicable.

9. Material Related Party Transactions (Special Resolution)

  • Seeking approval for Material Related Party Transactions under Regulation 23 of SEBI LODR Regulations, 2015.
  • Particulars provided in Explanatory Statement (though details not included in this document).
  • Related parties to abstain from voting.

10. ESOP Scheme Modification (Special Resolution)

  • Approval for modification of 'AIL ESOP-2023' and implementation through 'Adroit Infotech Employees Welfare Trust'.
  • Modifications include: Company may provide financial assistance (loans, advances) to Trust for share acquisition; Trust authorized to acquire shares through direct subscription or secondary market purchases; Board/NRC/Trustees authorized to determine funding, acquisition, and utilization terms.
  • Existing Scheme documents to be amended accordingly.

Record Date and Book Closure

The Register of Members and Share Transfer Books will remain closed from Tuesday, August 4, 2026 to Friday, August 14, 2026 (both days inclusive).

Dividend Declaration

No dividend on equity shares is recommended by the Board of Directors for the financial year ended March 31, 2026.

Voting Arrangements

  • Remote e-voting period: Monday, August 10, 2026 (9:00 A.M. IST) to Thursday, August 13, 2026 (5:00 P.M. IST).
  • Cut-off date for voting rights: Monday, August 3, 2026.
  • Scrutinizer: Mrs. Sarada Putcha (Membership Number: 21717), Company Secretary.
  • Physical attendance dispensed with; no proxy facility available.

Additional Information

  • Members holding physical shares requested to dematerialize holdings.
  • Members can send queries to cs@adroitinfotech.com by Monday, August 3, 2026.
  • Notice and Annual Report available on company website: https://www.adroitinfotech.com/news-room.html