Meeting Details

The 3rd Annual General Meeting will be held on Tuesday, September 22, 2026 at 3:00 PM IST through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). The deemed venue is the registered office at 6th Floor, Allcargo House, CST Road, Kalina, Santacruz (East), Mumbai – 400098.

Ordinary Businesses

1. To receive, consider and adopt:

  • Audited Standalone Financial Statements for FY ended March 31, 2026 with Board of Directors' Report and Auditor's Report
  • Audited Consolidated Financial Statements for FY ended March 31, 2026 with Auditor's Report

2. To appoint Arathi Shetty (DIN: 00088374) as Director who retires by rotation under Section 152(6) of Companies Act, 2013

Special Businesses

Item 3: Appointment of Secretarial Auditor

  • Resolution Type: Ordinary Resolution
  • Proposal: Appointment of M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries as Secretarial Auditor
  • Term: Five consecutive years from FY 2026-2027 to FY 2030-2031
  • Membership: ACS 19639/C.P No.: 7023, Peer review certificate No.:2959/2023
  • Remuneration: ₹2,25,000 for FY 2026-27 plus out-of-pocket expenses and applicable taxes
  • Regulatory Reference: Section 204 of Companies Act, 2013 and Regulation 24A(1)(b) of SEBI Listing Regulations

Item 4: Increase in Borrowing Limits

  • Resolution Type: Special Resolution
  • Proposal: Borrowing limit increase under Section 180(1)(c) of Companies Act, 2013
  • Limit: Total borrowed amount outstanding shall not exceed ₹500 crores at any time
  • Exclusions: Temporary loans from bankers in ordinary course of business
  • Purpose: Business expansion, strategic initiatives, and capital expenditure plans

Item 5: Creation of Mortgage/Charge on Assets

  • Resolution Type: Special Resolution
  • Proposal: Authorization to mortgage/charge current and future assets under Section 180(1)(a)
  • Security: For borrowings via loans (foreign/rupee currency) and various securities including Convertible Debentures, NCDs, Bonds, etc.
  • Limit: Subject to borrowing limits approved under Section 180(1)(c)

Item 6: Increase in Authorized Share Capital

  • Resolution Type: Ordinary Resolution
  • Proposal: Increase authorized share capital from ₹200 crore to ₹225 crore
  • Share structure: From 100 crore equity shares of ₹2 each to 112.50 crore equity shares of ₹2 each
  • Creation: Additional 12.50 crore shares ranking pari passu with existing shares
  • Regulatory Reference: Sections 13, 61(1)(a), 64 of Companies Act, 2013

Item 7: Revision in Remuneration of Managing Director

  • Resolution Type: Special Resolution
  • Appointee: Adarsh Hegde (DIN: 00035040), Managing Director
  • Effective: April 1, 2026 to December 15, 2030
  • Revision: Basic salary scale revision (previous range: ₹2.40-3.60 crore per annum)
  • New limit: Maximum remuneration of ₹10.00 crore per annum or 1% of annual consolidated net profit, whichever is less
  • Special approval: For remuneration exceeding ₹5 crores or 2.5% of net profits under Regulation 17(6)(e) of Listing Regulations
  • Minimum remuneration: Payable in case of inadequacy of profits for three years from April 1, 2026 to March 31, 2029

Item 8: Waiver of Managerial Remuneration Recovery

  • Resolution Type: Special Resolution
  • Proposal: Waiver of recovery of ₹75 lakhs paid to Adarsh Hegde for FY 2025-26
  • Reason: Inadequacy of profits during FY 2025-26 due to restatement of financial statements post-demerger
  • Regulatory Reference: Section 197 of Companies Act, 2013 read with Schedule V

Financial Performance Reference

Standalone Financials (Figures in Lakhs):

  • FY 2023-24: Revenue ₹88,758, PBT ₹-52, PAT ₹-537
  • FY 2024-25: Revenue ₹2,54,350, PBT ₹6,693, PAT ₹4,945
  • FY 2025-26: Revenue ₹2,03,358, PBT ₹170, PAT ₹-618

Consolidated Financials (Figures in Lakhs):

  • FY 2023-24: Revenue ₹5,64,153, PBT ₹1,400, PAT ₹873
  • FY 2024-25: Revenue ₹14,07,092, PBT ₹7,426, PAT ₹4,335
  • FY 2025-26: Revenue ₹12,75,785, PBT ₹-28,256, PAT ₹-29,041

Voting Arrangements

  • Cut-off date: September 15, 2026
  • Remote e-voting period: September 19, 2026 (9:00 AM) to September 21, 2026 (5:00 PM)
  • e-Voting service provider: National Depository Services Limited (NSDL)
  • Scrutinizer: Dhrumil Shah of Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries

Shareholding Pattern

  • All equity shares are held in dematerialized form
  • Arathi Shetty holds 2,94,05,412 shares (2.99% of paid-up capital)
  • Adarsh Hegde holds 2,87,15,463 shares (2.92% of paid-up capital)

Company Identification