Summary of Business to be Transacted at AGM

The 39th AGM of Ajmera Realty & Infra India Limited is scheduled to be held on Wednesday, September 23, 2026, at 4:00 P.M. IST through Video Conferencing (VC)/Other Audio Visual Means (OAVM).

ORDINARY BUSINESS

1. Adoption of Financial Statements

  • To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.
  • This will be done through two separate Ordinary Resolutions.

2. Declaration of Final Dividend

  • To declare a final dividend of ₹1 per equity share (face value ₹2 each) for FY 2025-26, as recommended by the Board.
  • The dividend, if approved, will be paid out of the profits of the Company.
  • The Record Date for determining entitlement is September 16, 2026.
  • The dividend payment, subject to TDS, will be made on or before October 22, 2026, exclusively in electronic mode.

3. Appointment of Director Retiring by Rotation

  • To appoint Mr. Manoj I. Ajmera (DIN: 00013728), who retires by rotation and is eligible for re-appointment, as a Director liable to retire by rotation.
  • This is an Ordinary Resolution.

SPECIAL BUSINESS

4. Re-appointment of Mr. Manoj I. Ajmera as Managing Director

  • To re-appoint Mr. Manoj I. Ajmera as Managing Director for a further period of 3 years, effective April 24, 2027, to April 23, 2030.
  • Remuneration Terms:
  • Basic Salary: Minimum ₹42,00,000 per month, up to a maximum of ₹55,00,000 per month.
  • Perquisites & Allowances: Up to 40% of annual basic salary.
  • Reimbursement of expenses for business travel, car, telephone, etc., at actuals.
  • The above is to be paid as minimum remuneration in case of absence or inadequacy of profits.
  • This is a Special Resolution.

5. Re-appointment of Mr. Sanjay C. Ajmera as Whole-time Director

  • To re-appoint Mr. Sanjay C. Ajmera as Whole-time Director for a further period of 3 years, effective April 24, 2027, to April 23, 2030.
  • Remuneration Terms:
  • Basic Salary: Minimum ₹20,00,000 per month, up to a maximum of ₹24,00,000 per month.
  • Perquisites & Allowances: Up to 40% of annual basic salary.
  • Reimbursement of expenses for business travel, car, telephone, etc., at actuals.
  • The above is to be paid as minimum remuneration in case of absence or inadequacy of profits.
  • This is a Special Resolution.

6. Revision in Remuneration of Mr. Rajnikant S. Ajmera, Chairman & MD

  • To approve a revision in the remuneration of Mr. Rajnikant S. Ajmera, effective August 1, 2026, for the remaining period of his current tenure.
  • Revised Remuneration Terms:
  • Basic Salary: Minimum ₹48,00,000 per month, up to a maximum of ₹60,00,000 per month.
  • Perquisites & Allowances: Up to 40% of annual salary.
  • Reimbursement of expenses for business travel, car, telephone, etc., at actuals.
  • The above is to be paid as minimum remuneration in case of absence or inadequacy of profits.
  • This is a Special Resolution.

7. Appointment of Mr. Dhaval R. Ajmera as Director-Corporate Affairs

  • To appoint Mr. Dhaval R. Ajmera (son of Chairman & MD Mr. Rajnikant S. Ajmera) as Senior Management Personnel designated as Director–Corporate Affairs, effective October 1, 2026.
  • Remuneration: A gross remuneration of ₹2 Crore per annum, up to a maximum of ₹2.5 Crore per annum.
  • This appointment is a Related Party Transaction under the Companies Act, 2013, and SEBI LODR Regulations.
  • This is an Ordinary Resolution.

8. Ratification of Cost Auditor's Remuneration

  • To ratify the remuneration of ₹1,02,500 per year plus GST and out-of-pocket expenses payable to M/s. D. R. Mathuria & Co, Cost Accountants (Firm Reg. No. 002606), for conducting the cost audit for FY 2026-27.
  • This is an Ordinary Resolution.

Key Dates and Procedures

  • AGM Date: September 23, 2026.
  • Record Date for Dividend: September 16, 2026.
  • Remote E-Voting Period: September 20, 2026 (9:00 AM IST) to September 22, 2026 (5:00 PM IST).
  • Scrutinizer: Mr. Haresh Sanghavi (Practicing Company Secretary, Membership No. FCS 2259) appointed to scrutinize the e-voting process.
  • The notice and annual report are being sent electronically. Members can register for e-communication by September 16, 2026.
  • The meeting will be held virtually following MCA circulars, and physical attendance is not permitted.

Director Details (From Annexure I)

  • Mr. Manoj I. Ajmera (DIN: 00013728): 64 years old, appointed on April 24, 2012. Holds 1,70,000 shares personally and 1,29,21,730 shares beneficially. FY26 remuneration was ₹154.47 Lakhs. Attended 5/5 board meetings.
  • Mr. Sanjay C. Ajmera (DIN: 00012496): 60 years old, appointed on April 24, 2012. Holds 1,07,000 shares personally and 1,22,36,490 shares beneficially. FY26 remuneration was ₹57.94 Lakhs. Attended 4/5 board meetings.
  • Mr. Rajnikant S. Ajmera (DIN: 00010833): 73 years old, appointed on October 6, 1986. Holds no shares personally but 1,87,46,860 shares beneficially. FY26 remuneration was ₹238.77 Lakhs. Attended 5/5 board meetings.

Additional Information

  • The explanatory statement provides detailed rationale for the special business items.
  • Members are urged to update their KYC details, PAN, bank account information, and nominate beneficiaries for their holdings.
  • The company promotes dematerialization of shares; all corporate actions will be processed in electronic mode only.