Nature of the Event

Notice convening the 35th Annual General Meeting (AGM) of Alfa Ica (India) Limited, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Dates

  • AGM Date: Monday, September 21, 2026, at 03:30 PM IST
  • Register of Members & Share Transfer Books Closure: Saturday, September 12, 2026, to Monday, September 21, 2026 (both days inclusive)
  • Cut-off date for e-voting: Monday, September 14, 2026
  • Remote e-voting period: Friday, September 18, 2026, at 9:00 AM IST to Sunday, September 20, 2026, at 5:00 PM IST

Parties Involved

  • Stock Exchange: Bombay Stock Exchange (BSE Scrip Code: 530973)
  • Registrar & Transfer Agent: MUFG Intime India Private Limited
  • Scrutinizer: Kamlesh M. Shah, Proprietor of M/s Kamlesh M. Shah & Co. (Membership No.: 8356, COP No.: 2072)
  • Company Secretary & Compliance Officer: Dhara Saurin Mistry (ICSI Membership No: A77543)

Ordinary Business Resolutions

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 the Board of Directors and Statutory Auditors (Ordinary Resolution).

2. Re-appointment of Director: To reappoint Mr. Shyamal Raval (DIN: 10722558), who retires by rotation and is eligible for reappointment (Ordinary Resolution). Mr. Raval is an accomplished cataract surgeon currently working at KD Hospital and holds no equity shares in the company.

Special Business Resolutions

3. Increase in Remuneration - Mr. Rishi Tikmani: Special Resolution to increase the remuneration payable to Mr. Rishi Tikmani (DIN: 00638644), Managing Director, effective August 1, 2026, to ₹6,90,000 per month, plus perquisites, allowances, and commission not exceeding 1% of net profits. The Nomination and Remuneration Committee recommended this on July 31, 2026.

4. Increase in Remuneration - Ms. Pooja Tikmani: Special Resolution to increase the remuneration payable to Ms. Pooja Tikmani (DIN: 06944249), Managing Director, effective August 1, 2026, to ₹6,90,000 per month, plus identical perquisites, allowances, and commission terms as Mr. Tikmani. Also recommended by the Nomination and Remuneration Committee on July 31, 2026.

Remuneration Details (Per Explanatory Statement)

For both Managing Directors, the revised remuneration package includes:

  • Basic Salary: ₹6,90,000 per month
  • Perquisites and Allowances: Reimbursement for utilities, house maintenance, servants, security guards; club fees (actual expenses, not membership fees); leave travel concession; car with driver facility; special allowance as determined by the committee.
  • Other Benefits: Provident fund, pension, superannuation, gratuity contributions; leave encashment; medical expense reimbursement for self and family; medical/personal accident/travel insurance premiums; telephone facilities.
  • Commission: Up to 1% of net profits of the company, subject to overall ceilings under Sections 197 and 198 of the Companies Act, 2013.
  • Minimum Remuneration Clause: Provisions for payment of remuneration even in case of loss or inadequate profits, as per Schedule V of the Companies Act, 2013.

Financial Impact Disclosure

The notice explicitly states the increased remuneration amount of ₹6,90,000 per month for each Managing Director. The commission component is contingent on profitability and subject to statutory limits. The total annualized fixed cost increase for both directors is approximately ₹1.66 crore (₹13.80 lakh/month × 12 months), excluding variable commission and the monetary value of perquisites.

Operational and Administrative Notes

  • E-voting: Detailed instructions provided for shareholders holding shares in both dematerialized and physical form. CDSL and NSDL are the depositories. The scrutinizer will submit a report within 48 hours of the AGM conclusion.
  • IEPF Disclosure: The company transferred unclaimed dividend for FY 2017-18 amounting to ₹5,29,215 to the Investor Education and Protection Fund (IEPF) in October 2025. Additionally, 4,00,033 shares on which dividend remained unclaimed for seven consecutive years were transferred to the IEPF demat account. Dividend for FY 2018-19 is scheduled for transfer to IEPF in October 2026.
  • Shareholding Instructions: Strong encouragement for shareholders to dematerialize shares. Emphasis on updating PAN, bank details, and email addresses with Depository Participants (for demat holdings) or the RTA (for physical holdings).
  • Proxy Rules: A proxy can represent up to 50 members holding an aggregate of not more than 10% of the total share capital. A member holding more than 10% can appoint a single proxy.
  • Communication: Annual Report and AGM notice are being sent electronically only, per SEBI and MCA circulars.

Governance Update

The notice mentions that during FY 2026-27, there were changes in the composition of the Board committees, made in accordance with the Companies Act, 2013, and SEBI LODR Regulations, 2015. Specific details of the changes are not provided.