Meeting Details

The 41st Annual General Meeting is scheduled to be held on Saturday, 26th September, 2026 at 01:00 P.M. IST through Video Conferencing / Other Audio Visual Means for the financial year 2025-26.

Ordinary Business Items

1. Approval of Audited Financial Statements

To receive, consider and adopt the Balance Sheet as on March 31, 2026, Statement of Profit and Loss, Cash Flow Statement, Statement of changes in equity and Notes on accounts for the year ended March 31, 2026 along with report of Board of directors and auditors thereon. Resolution to be passed as Ordinary Resolution pursuant to Section 134 of the Companies Act 2013.

2. Reappointment of Director by Rotation

To appoint Mr. Prabhakar Kumar, Managing Director (DIN: 11219679), who retires by rotation in terms of Section 152 of Companies Act, 2013 and being eligible offers himself for reappointment. Resolution to be passed as Ordinary Resolution.

Special Business Items

3. Appointment of Secretarial Auditor

To appoint M/s B kaushik & Associates, Practicing Company Secretaries (Membership Number F9884, Certificate of Practice Number 12453, Peer Review No. 1983/2022) as Secretarial Auditor for one term of four years for financial years 2026-27 to 2029-30. Resolution to be passed as Ordinary Resolution pursuant to Section 204 of Companies Act, 2013 and Regulation 24A of SEBI LODR Regulations. Board authorized to fix remuneration.

4. Reclassification of Authorised Share Capital

To reclassify Authorised Share Capital from existing ₹1,00,00,00,00,000 (Rupees Ten Thousand Crore) divided into 1,00,00,00,00,00 Equity Shares of ₹10 each into:

  • 7,50,0,000,000 Equity Shares of ₹10 each (₹7,500 crore)
  • 2,50,00,00,000 2% Preference Shares of ₹10 each (₹2,500 crore)

Total authorized capital remains unchanged at ₹10,000 crore. Requires alteration of Clause V of Memorandum of Association. Resolution to be passed as Special Resolution pursuant to Section 61(1)(a) of Companies Act, 2013.

5. Issuance of Non-Convertible Preference Shares

To issue 206,70,00,000 unlisted 2% Non-Convertible Preference Shares of ₹10 each (aggregating ₹2,067 crore) on preferential basis to:

  • Alstone Textile(India) Limited: 72,50,00,000 NCPS
  • Hillridge Investment Limited: 62,00,00,000 NCPS
  • Genesis Devlopers and Holdings Limited: 72,20,00,000 NCPS

Key terms:

  • Price: ₹10 per NCPS (face value ₹10)
  • Relevant Date: 04/09/2026
  • Dividend: 2% per annum
  • Redemption: Within 20 years from allotment date
  • Non-convertible into equity shares
  • Unlisted securities
  • Lock-in period as prescribed under applicable law

Resolution to be passed as Special Resolution pursuant to Sections 42 and 62(1)(c) of Companies Act, 2013.

Explanatory Statement Details

Secretarial Auditor Appointment

M/s B. Kaushik & Associates proposed based on recommendation of Audit Committee. Appointment for four-year term from FY2026-27 to FY2029-30 to conduct secretarial audit and submit Secretarial Audit Report in Form MR-3.

Share Capital Reclassification

Purpose is to raise long-term funds through preference shares. Existing authorized capital doesn't include preference share capital. Reclassification enables issuance of NCPS without increasing total authorized capital.

Preferential Issue Terms

Objects: To augment long-term financial resources for business operations and general corporate purposes.

Detailed terms of NCPS issue:

  • Instrument: Unlisted, Non-Convertible, Redeemable Preference Shares
  • Face Value: ₹10 per NCPS
  • Issue Price: ₹10 per NCPS (no premium)
  • Dividend: 2% per annum, non-cumulative
  • Ranking: Pari passu inter se, priority over equity shares for dividend and capital repayment
  • Voting Rights: Only on resolutions affecting their rights, and if dividend unpaid for 2+ years
  • Redemption: Within 20 years, unsecured
  • Form: Dematerialized form
  • Allotment Period: Within 60 days from receipt of application money

Voting Arrangements

  • Remote e-voting period: September 23, 2026 (9:00 AM IST) to September 25, 2026 (5:00 PM IST)
  • Cut-off date: September 18, 2026
  • Scrutinizer: M/s B. Kaushik & Associates
  • Register of Members and Share Transfer Books closed from September 19, 2026 to September 25, 2026

Director Disclosure

Mr. Prabhakar Kumar (DIN: 11219679):

  • Original Date of Appointment: 07/08/2025
  • Qualifications: Graduate
  • Shares held: Nil
  • Expertise: Finance sector
  • Other listed company directorships: 02
  • Committee memberships: None