AGM Details

The 93rd Annual General Meeting will be held on Thursday, September 17, 2026 at 3:00 PM IST through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The registered office at Office No.101A, 'The Capital', G Block, Plot No.C-70, Bandra Kurla Complex, Bandra East, Mumbai - 400051 is deemed to be the venue.

Business to be Transacted

Ordinary Business

1. To receive, consider and adopt the audited financial statements including audited consolidated financial statements of the Company for the financial year ended March 31, 2026 together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. S. Thiruvenkatachari (DIN: 10424695), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business

3. Approval of Related Party Transactions with Nimbus Projects Limited: Ordinary Resolution to approve material related party transactions for selling/disposing/leasing/buying properties with Nimbus Projects Limited (a group company) for an aggregate value not exceeding ₹50,00,000 (Fifty Lakhs) from this AGM till the next AGM in 2027.

4. Approval of Related Party Transactions with IITL Projects Limited: Ordinary Resolution to approve material related party transactions for selling/disposing/leasing/buying properties with IITL Projects Limited (a subsidiary company) for an aggregate value not exceeding ₹50,00,000 (Fifty Lakhs) from this AGM till the next AGM in 2027.

5. Increasing Borrowing Limits: Special Resolution to increase borrowing limits under Section 180(1)(c) of Companies Act, 2013 from ₹750 crores to ₹1000 crores.

6. Creation of Mortgage/Charge: Special Resolution to create mortgage/charge on movable/immovable properties of the Company as security for borrowings under Section 180(1)(a) of Companies Act, 2013.

Key Financial and Operational Details

  • The company is engaged in NBFC activities.
  • Annual consolidated turnover as on March 31, 2026: ₹(15.37) Crores (excluding duties and taxes), mainly due to Net Loss on fair value changes.
  • Existing rental arrangements:
  • With Nimbus Projects Limited: Office at 23, Barakhamba Road, New Delhi at monthly rent of ₹1,00,000 + GST (approved until FY 2026-27).
  • With IITL Projects Limited: Office at Bandra Kurla Complex, Mumbai at rent and reimbursement up to ₹25,000 per quarter + taxes.
  • Borrowing history: Members approved ₹750 crores borrowing limit at AGM held on August 30, 2014.

Voting Information

  • Remote e-voting period: Monday, September 14, 2026 (9:00 AM) to Wednesday, September 16, 2026 (5:00 PM).
  • Cut-off date for voting eligibility: Thursday, September 10, 2026.
  • Register of Members and Share Transfer Books will remain closed from September 10, 2026 to September 17, 2026 (both days inclusive).
  • Scrutinizer: Ms. Chandanbala O. Mehta, Practising Company Secretary (Membership No. F6122).

Director Appointment Details

  • Mr. S. Thiruvenkatachari: Appointed December 20, 2023. Qualifications: M.Com Bus-Admn, FIII. Former Executive Director of LIC of India. Sitting Fees: ₹10,50,000 p.a. Attended 6 board meetings during the year. Holds no shares in the company.

Related Party Transaction Details

With Nimbus Projects Limited (Group Company)

  • Relationship: Common directorship (Mr. Bipin Agarwal is MD of IITL and Chairman/MD of NPL).
  • Estimated transaction value for FY 2026-27: Up to ₹50 lakhs.
  • Represents 3.25% of IITL's annual consolidated turnover for FY 2025-26 and 0.22% of NPL's annual consolidated turnover for FY 2025-26.
  • Transactions in FY 2025-26 and up to June 2026: ₹9 lakhs.

With IITL Projects Limited (Subsidiary)

  • Relationship: Subsidiary (IITL holds 71.74% paid-up equity share capital).
  • Common directorship: Mr. Bipin Agarwal is director on both boards.
  • Estimated transaction value for FY 2026-27: Up to ₹50 lakhs.
  • Represents 3.25% of IITL's annual consolidated turnover for FY 2025-26.
  • Transactions in FY 2025-26 and up to June 2026: ₹1.25 lakhs.

Borrowing Resolution Details

  • Current approved limit: ₹750 crores (approved August 30, 2014).
  • Proposed new limit: ₹1000 crores.
  • Purpose: To support business operations as an NBFC requiring high debt-equity ratio.
  • May include loans from banks/financial institutions, issue of debentures/bonds/commercial papers.

Charge Creation Resolution Details

  • Purpose: To secure borrowings availed/to be availed by the Company or its subsidiaries/associates.
  • Security may include mortgage, pledge, charges, or hypothecation on all movable/immovable properties.
  • Limited to borrowing limits approved under Section 180(1)(c).

Additional Information

  • The company has transferred unclaimed dividends and shares to IEPF Authority as per IEPF Rules, 2016.
  • Members are encouraged to dematerialize their shares as securities of listed companies can be transferred only in dematerialized form since April 1, 2019.
  • PAN submission is mandatory for all participants in securities market.