Desco Infratech 15th AGM Notice Resolutions

Date: Wednesday, 30th September 2026
Time: 2:00 PM IST
Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
Record Date: 23rd September 2026
Remote e-Voting Period: 27th September 2026 (9:00 AM) to 29th September 2026 (5:00 PM)
Scrutinizer: Mr. Mahendra Baid (mdbaid@gmail.com)
E-Voting Service Provider: National Securities Depository Limited (NSDL)

Item No. 1: Adoption of Audited Financial Statements

To receive, consider and adopt Audited Standalone Financial Statements for FY ended 31st March 2026 with Board of Directors and Auditors reports
To adopt Audited Consolidated Financial Statements for FY ended 31st March 2026 with Auditors report

Item No. 2: Reappointment of Mr. Pankaj Pruthu Desai (DIN: 03344685) as Managing Director

Ordinary Resolution for reappointment as Managing Director liable to retire by rotation
Currently drawing remuneration of ₹1,80,000 per month plus 0.3% commission on turnover

Item No. 3: Regularization of Mr. Shailesh Kalidas Naik (DIN: 06546482) as Independent Director

Special Resolution for regularization as Non-Executive Independent Director
First term of 5 years effective from 1st July 2026
Not liable to retire by rotation
Professional background: Extensive experience in urban infrastructure, utility management, municipal administration, and City Gas Distribution
Currently holds directorships in Perigon Infratech Private Limited and Naveriya Gas Private Limited
Member of Nomination and Remuneration Committee, Chairman of Stakeholder's Relationship Committee

Item No. 4: Increase in Borrowing Powers under Section 180(1)(c)

Item No. 5: Approval of Powers under Section 180(1)(a)

Special Resolution to create charge/mortgage/pledge/hypothecation/security on company assets
Security creation for borrowings up to ₹150 Crores
May include moveable/immovable properties, tangible/intangible assets, present/future undertakings

Item No. 6: Authorization under Section 185

Special Resolution for loans/guarantees/securities to related entities up to ₹30 Crores
Breakdown of limits:
Shri Green Agro Energies Private Limited (Subsidiary - 75%): ₹10 Crore
Desco Bio Green Private Limited (Wholly Owned Subsidiary): ₹10 Crore
Desco Global FZ-LLC (Wholly Owned Subsidiary): ₹10 Crore
To be used for business expansion, working capital requirements

Item No. 7: Authorization under Section 186

Special Resolution for investments/loans/guarantees/securities to other bodies corporate
Aggregate limit not exceeding ₹60 Crores outstanding at any time

Item No. 8: Approval of Related Party Transactions with Desco Bio Green Private Limited

Item No. 9: Approval of Related Party Transactions with Shri Green Agro Energies Private Limited

Item No. 10: Payment of Commission to Mr. Pankaj Pruthu Desai

Special Resolution for commission at 1% of total turnover per financial year
Effective from 1st October 2026
May exceed limits under Section 197 and Schedule V of Companies Act
In absence of profits, to be paid as minimum remuneration
Rationale: 35+ years experience, company turnover growth from ₹29.39 crore (FY24) to ₹118.61 crore (FY26) - 303.57% growth
Profit growth from ₹3.32 crore (FY24) to ₹16.38 crore (FY26) - 393.37% growth

Item No. 11: Revision in Remuneration of Mr. Malhar Pankaj Desai (DIN: 07293599)

Item No. 12: Revision in Remuneration of Mr. Samarth Pankaj Desai (DIN: 08019677)

Remote e-voting through NSDL platform
VC/OAVM attendance limited to 1000 members on first-come basis (exceptions for large shareholders, promoters, institutional investors)
Members can vote electronically during meeting if not voted remotely
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