Meeting Details

The 3rd AGM will be held on Friday, 28th August, 2026 at 11:30 A.M. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) without physical presence of members. The deemed venue is the Registered Office at Plot No. 287, Industrial Area, Phase II, Industrial Estate, Panchkula, Haryana, India - 134113.

Ordinary Business

1. To receive, consider and adopt the Audited Financial Statements (standalone and consolidated) as at 31st March, 2026 together with Reports of the Board of Directors and Auditor's thereon.

2. To appoint a director in place of Mr. Ashok Mehta (DIN: 00058188) who retires by rotation and being eligible, offers himself for reappointment.

Special Business

3. Extension of Unsecured Loan to Subsidiary

Resolution Type: Special Resolution

Purpose: To extend inter-corporate loan facility not exceeding ₹35 crore or give guarantee/provide securities not exceeding ₹25 crore to M/s Emmforce Mobility Solutions Private Limited (subsidiary with 80% shareholding)

Key Terms:

  • Amount: Loan up to ₹35 crore OR guarantee/security up to ₹25 crore
  • Purpose: Regular business operations and principal business activities
  • Interest Rate: Not less than prevailing bank rates/yields as per Companies Act, 2013
  • Tenure: Repayable on demand as per agreed repayment schedule
  • Relationship: Subsidiary company (Emmforce Autotech holds 80%, directors hold remaining 20%)

Authorization: Mr. Ashok Mehta (MD) and/or Mr. Azeez Mehta (Wholetime Director) authorized to execute necessary documents.

4. Approval of Material Related Party Transactions

Resolution Type: Ordinary Resolution

Purpose: Approval for Material Related Party Transactions falling under Regulation 2(1)(zc) of SEBI Listing Regulations for one year period

Related Parties and Transaction Details:

1. Emmbros Automotives Private Limited (India)

  • Previous FY transactions: Sales ₹93.06 lakh, Purchases ₹1,509.80 lakh
  • Current FY (Apr-Jun 2026): Purchases ₹375.26 lakh
  • Proposed: Purchases ₹20 crore, Sales ₹1 crore (Emmforce Autotech); Purchases ₹3 crore, Sales ₹2 crore (Emmforce Mobility)

2. PROSPEEDWAYS LLC (USA)

  • Previous FY transactions: Sales ₹2,064.28 lakh
  • Current FY (Apr-Jun 2026): Sales ₹1,759.01 lakh
  • Proposed: Sales ₹120 crore

3. Emmforce Mobility Solutions Private Limited (India)

  • Previous FY transactions: Sales ₹17.30 lakh, Purchases ₹379.30 lakh, Loans ₹997.26 lakh
  • Current FY (Apr-Jun 2026): Purchases ₹242.35 lakh
  • Proposed: Purchases ₹15 crore, Sales ₹2 crore, Loan ₹35 crore, Guarantee & Security ₹25 crore

Financial Impact: Transactions represent significant percentages of consolidated turnover:

  • Emmbros: 18.64%
  • PROSPEEDWAYS: 106.53%
  • Emmforce Mobility: 68.36%
5. Re-appointment of Mr. Ashok Mehta as Managing Director

Resolution Type: Special Resolution

Term: 5 years from 13.10.2026 to 12.10.2031

Remuneration Period: 3 years from 13.10.2026 to 12.10.2029

Remuneration Details:

  • Monthly salary: Up to ₹10,00,000 with 10% annual increment from 01.04.2027
  • Rent-free accommodation and other benefits/perquisites
  • No other benefits, stock options, pension, or emoluments
  • Notice period: Three months
  • No severance fees
  • Reimbursement of expenses as per company policy

Financial Performance Context (Standalone):

  • FY 2025-26: Total Income ₹104.77 crore, Profit After Tax ₹12.06 crore
  • FY 2024-25: Total Income ₹89.14 crore, Profit After Tax ₹10.60 crore
  • FY 2023-24: Total Income ₹41.24 crore, Profit After Tax ₹4.27 crore
6. Re-appointment of Mr. Azeez Mehta as Wholetime Director

Resolution Type: Special Resolution

Term: 5 years from 13.10.2026 to 12.10.2031

Remuneration Period: 3 years from 13.10.2026 to 12.10.2029

Remuneration Details:

  • Monthly salary: Up to ₹5,50,000 with 10% annual increment
  • Rent-free accommodation and other benefits/perquisites
  • No other benefits, stock options, pension, or emoluments
  • Notice period: Three months
  • No severance fees
  • Reimbursement of expenses as per company policy

Shareholding Information

  • Ashok Mehta holds 77,59,200 equity shares (37.85%)
  • Azeez Mehta holds 6,100 equity shares (0.03%)

Voting Arrangements

  • Remote e-voting period: 25.08.2026 (9:00 am) to 27.08.2026 (5:00 pm)
  • Cut-off date for voting: 21.08.2026
  • Register of Members closed from 21.08.2026 to 28.08.2026
  • Scrutinizer: Mr. Kanwaljit Singh, Practicing Company Secretary

Financial Year Performance Highlights (Standalone)

  • Total Income: ₹104.77 crore (17.53% growth YoY)
  • Profit Before Tax: ₹16.26 crore
  • Profit After Tax: ₹12.06 crore (13.77% growth YoY)