Meeting Details

  • Meeting Type: 40th Annual General Meeting
  • Date: Wednesday, 30th September, 2026
  • Time: 12:00 Noon (IST)
  • Location: Conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM) without physical presence
  • Record Date: Wednesday, 23rd September, 2026 for determining entitlement to final dividend
  • Dividend Payment Date: Thursday, 29th October, 2026

Summary of Proposed Resolutions

Ordinary Business

Item No. 1: Adoption of Financial Statements

  • To consider and adopt the Audited standalone and Consolidated Financial Statements for the financial year ended March 31, 2026
  • To adopt the Reports of the Board of Directors and Auditors thereon
  • Resolution Type: Ordinary Resolution

Item No. 2: Declaration of Final Dividend

  • To approve and confirm final dividend of 50% i.e. ₹1.00 per Equity Share of ₹2 each
  • Aggregate dividend outlay: ₹9,97,15,527/-
  • This follows a 2:1 bonus issue approved on August 14, 2026, which increased outstanding shares from 3,32,38,509 to 9,97,15,527 shares
  • Resolution Type: Ordinary Resolution

Item No. 3: Re-appointment of Director

  • To appoint Mr. Shambhu Nath Singh (DIN: 09847470) who retires by rotation and offers himself for re-appointment
  • Resolution Type: Ordinary Resolution

Special Business

Item No. 4: Ratification of Cost Auditor's Remuneration

  • Ratification of remuneration of ₹75,000 plus out-of-pocket expenses payable to Mr. Surender Rai Kapur, Cost Accountant (Membership no. 4926)
  • For conducting Cost Audit for financial year 2026-27
  • Resolution Type: Ordinary Resolution

Item No. 5: Revision in Remuneration of Shri Mahesh Chandra Garg

  • Revision in overall limit of remuneration for Mr. Mahesh Chandra Garg (DIN: 00292437), Whole-time Director
  • New limit: ₹62,50,000 per month (revised from previous appointment approved at 38th AGM)
  • Effective from October 1, 2026 for remaining tenure till September 30, 2029
  • Resolution Type: Special Resolution

Item No. 6: Revision in Remuneration of Shri Ramesh Chandra Garg

  • Revision in overall limit of remuneration for Mr. Ramesh Chandra Garg (DIN: 00298129), Whole-time Director
  • New limit: ₹62,50,000 per month (revised from previous appointment approved at 38th AGM)
  • Effective from October 1, 2026 for remaining tenure till September 30, 2029
  • Resolution Type: Special Resolution

Item No. 7: Revision in Remuneration of Shri Nitin Garg

  • Revision in overall limit of remuneration for Mr. Nitin Garg (DIN: 02693146), Whole-time Director
  • New limit: ₹50,00,000 per month (revised from previous appointment approved at 38th AGM)
  • Effective from October 1, 2026 for remaining tenure till September 30, 2029
  • Resolution Type: Special Resolution

Item No. 8: Revision in Remuneration of Shri Manish Garg, COO

  • Approval for monthly remuneration not exceeding ₹50,00,000 to Mr. Manish Garg, COO
  • Mr. Manish Garg is a related party (Son of Mr. Mahesh Chandra Garg, Chairman)
  • Annual overall limit: ₹6.00 Crore for FY 2026-27
  • Resolution Type: Ordinary Resolution

Item No. 9: Revision in Remuneration of Shri Umesh Garg, Sr. Management Executive

  • Approval for monthly remuneration not exceeding ₹50,00,000 to Mr. Umesh Garg, Senior Management Executive
  • Mr. Umesh Garg is a related party (Son of Mr. Ramesh Chandra Garg, Whole-time Director)
  • Annual overall limit: ₹6.00 Crore for FY 2026-27
  • Resolution Type: Ordinary Resolution

Item No. 10: Approval for Loans/Guarantees to Excellent Fincap Private Limited

  • Authorization to advance loans/give guarantees/provide security to Excellent Fincap Private Limited (related party)
  • Aggregate amount not exceeding ₹150 Crores in one or more tranches during FY 2026-27
  • To be utilized for principal business activities
  • Resolution Type: Special Resolution

Item No. 11: Alteration of Object Clause of Memorandum of Association

  • Insertion of new Clause 4 under Part III (A) to enable business of providing consultancy, advisory, operational, and technical services across various sectors
  • Resolution Type: Special Resolution

Voting Process and Methods

  • E-voting Period: Sunday, September 27, 2026 (9:00 A.M.) to Tuesday, September 29, 2026 (5:00 P.M.)
  • Cut-off Date: Wednesday, 23rd September, 2026 for determining voting rights
  • Voting Methods: Remote e-voting through NSDL platform and venue voting on AGM date
  • Scrutinizer Appointment: Mr. Ravi Shankar Sharma (C.P. No. 8007), Practicing Company Secretary appointed as Scrutinizer
  • Results Declaration: Within two working days from conclusion of AGM

Key Voting Information

  • Shareholders holding shares as on record date (September 23, 2026) are entitled to vote
  • Facility for appointment of proxies not available due to MCA and SEBI circulars
  • Members can join AGM 30 minutes prior to scheduled time
  • Participation limited to 1000 members on first-come-first-served basis, with exceptions for large shareholders (2%+), promoters, institutional investors, directors, KMPs, and committee chairpersons

Compliance with Laws and Regulations

The document confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and rules made thereunder
  • MCA General Circulars dated April 8, 2020; September 28, 2020; December 31, 2020; June 23, 2021; December 8, 2021; May 5, 2022; December 28, 2022; September 25, 2023; September 19, 2024; and September 22, 2025
  • SEBI Circulars dated October 7, 2023; May 13, 2022; and October 3, 2024

Additional Information

  • The notice contains 33 detailed notes covering various procedural aspects, dividend payment mechanisms, dematerialization requirements, and shareholder compliance requirements
  • Detailed explanatory statements provided for all special business items as required under Section 102 of Companies Act, 2013
  • Annexure-A provides comprehensive details of directors seeking appointment/re-appointment as required under Regulation 36(3) of SEBI LODR Regulations
  • The company has implemented a 2:1 bonus issue increasing outstanding shares from 3,32,38,509 to 9,97,15,527 shares
  • Dividend payment will be made electronically, and physical shareholders must update PAN, KYC details with RTA for receipt of dividends