AGM Details

The 43rd AGM is scheduled for Tuesday, July 7, 2026, at 12:30 PM IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue is the registered office at T13, 14, 15 & 16, A Wing, 2nd Floor, Satyam Shopping Centre, MG Road, Ghatkopar East, Mumbai-400077.

Ordinary Business

1. Adoption of Financial Statements

To receive, consider, and adopt the audited Financial Statements, Statement of Profit and Loss, and Cash Flow Statement for the financial year ended March 31, 2026, together with Reports of Directors and Auditors.

2. Appointment of Statutory Auditors

To appoint M/s. SK Patodia & Associates LLP, Chartered Accountants (Firm Registration No. 11272300W/W100962), as Statutory Auditors under casual vacancy caused by the resignation of M/s. N. A Shah & Associates, Chartered Accountants (FRN 116560W/W100149). The appointment term is for five years, from the conclusion of the 43rd AGM until the conclusion of the 48th AGM (FY 2026-27 to 2030-31). Remuneration to be decided mutually by the Company and auditors.

Special Business

3. Regularization of Mr. Rakesh Kumar Mudgal as Director (Executive)

To regularize the appointment of Mr. Rakesh Kumar Mudgal (DIN: 11624903) as Director (Executive), liable to retire by rotation. He was appointed as Additional Director effective April 22, 2026. His remuneration includes a salary of ₹18,50,000 and perquisites/allowances of ₹18,50,000, totaling ₹37,00,000 per annum. No commission is payable. He will not receive sitting fees for Board meetings.

4. Regularization of Mr. Ashok Kumar Thakur as Independent Director (Non-Executive)

To regularize the appointment of Mr. Ashok Kumar Thakur (DIN: 07573726) as Independent Director (Non-Executive) for a five-year term from April 22, 2026, to April 21, 2031. He is not liable to retire by rotation. He has confirmed meeting independence criteria under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI LODR Regulations.

5. Regularization of Ms. Reena U Wagh as Independent Woman Director (Non-Executive)

To regularize the appointment of Ms. Reena U Wagh (DIN: 11597282) as Independent Woman Director (Non-Executive) for a five-year term from April 22, 2026, to April 21, 2031. She is not liable to retire by rotation. She has confirmed meeting independence criteria under relevant regulations.

6. Regularization of Mr. Siddharth Subhash Saraf as Managing Director

To regularize the appointment of Mr. Siddharth Subhash Saraf (DIN: 08082412) as Managing Director (Executive) for a five-year term from April 22, 2026, to April 21, 2031. His remuneration is set at ₹45,00,000 per annum (salary: ₹22,50,000; perquisites/allowances: ₹22,50,000; no commission). In case of inadequacy of profits, remuneration will be paid as per Schedule V of the Companies Act, 2013. He is entitled to reimbursement of business expenses but no sitting fees.

7. Regularization of Ms. Dimple Joshi as Independent Woman Director (Non-Executive)

To regularize the appointment of Ms. Dimple Joshi (DIN: 10418431) as Independent Woman Director (Non-Executive) for a five-year term from February 13, 2026, to February 12, 2031. She is not liable to retire by rotation. She has confirmed meeting independence criteria under relevant regulations.

8. Ratification of Borrowings Exceeding Section 180(1)(c) Limits

To ratify and confirm borrowings made by the Company up to an overall limit of ₹12,00,00,000 (Twelve Crore), which exceeded the aggregate of paid-up share capital, free reserves, and securities premium.

9. Approval for Additional Borrowing up to ₹50 Crore

To authorize the Board to borrow money exceeding the aggregate of paid-up share capital, free reserves, and securities premium, up to ₹50,00,00,000 (Fifty Crore) at any time.

10. Approval for Excess Managerial Remuneration

To approve payment of remuneration in excess of statutory limits to Mr. Siddharth Saraf (Managing Director) and Mr. Rakesh Mudgal (Executive Director) totaling up to ₹2,00,00,000 (Two Crore) for three financial years effective April 22, 2026, in case of inadequacy of profits. This is in accordance with Schedule V of the Companies Act, 2013.

Voting and Meeting Logistics

  • The Register of Members and Share Transfer Books will be closed from July 1, 2026, to July 7, 2026.
  • Cut-off date for determining members entitled to vote is June 30, 2026.
  • Remote e-voting period: July 2, 2026 (9:00 AM IST) to July 6, 2026 (5:00 PM IST).
  • KFin Technologies Limited is the e-voting service provider.
  • M/s. MSDS & Associates, with Partner Dipali Shah (Membership No. A25422), is appointed as Scrutinizer.
  • Members can join the AGM via VC/OAVM using credentials provided by KFintech.

General Information

  • Equity shares are listed on BSE Limited and National Stock Exchange of India Limited.
  • Annual Listing Fees for 2025-26 have been paid to both exchanges.
  • The Notice and Annual Report are being sent electronically and are available on the company's website and stock exchange websites.