AGM Details

  • Meeting Date: Monday, 28th September, 2026
  • Time: 3:00 PM IST
  • Mode: Video Conferencing (VC) or Other Audio-Visual Means (OAVM)
  • Record Date: 21st September, 2026
  • Register Closure: 24th September to 28th September, 2026 (both days inclusive)
  • Remote e-voting Period: 23rd September, 2026 (9:00 AM IST) to 27th September, 2026 (5:00 PM IST)

Business to be Transacted

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt:

  • Audited Standalone Financial Statements for FY ended 31st March, 2026 with Reports of Board of Directors and Auditors
  • Audited Consolidated Financial Statements for FY ended 31st March, 2026 with Report of Auditors

2. Director Reappointment: To appoint Mr. Nitish Nagori (DIN: 09775743) who retires by rotation under Section 152(6) of Companies Act, 2013 and offers himself for re-appointment

Special Business

3. RPT with Value Line Advisors Private Limited (Promoter)

  • Transaction Type: Availing loan and advisory services
  • Maximum Value: ₹7 crore (Indian Rupees Seven Crores)
  • Interest Rate: 5.50% per annum (similar to scheduled commercial banks)
  • Purpose: Working capital requirements and business operations
  • Tenure: One year or until next AGM (conclusion of AGM for FY 2026-27)
  • Previous Transactions (FY 2025-26): Loan repaid ₹15,00,000; Interest paid ₹4,87,209; Interest provision ₹4,05,072; Advisory fees paid ₹7,70,000
  • Current FY Transactions: Loan repaid ₹5,00,000; Interest paid ₹81,126; Interest provision ₹78,447; Advisory fees paid ₹7,50,000

4. RPT between Trio Infrastructure Private Limited (wholly owned subsidiary) and Value Line Advisors Private Limited (Promoter)

  • Transaction Type: Loan facility
  • Maximum Value: ₹3 crore (Indian Rupees Three Crores) [Note: Notice mentions "Indian Rupees Seven Crores only" but explanatory statement specifies ₹3 crore]
  • Interest Rate: 16% per annum
  • Purpose: Working capital requirements and business operations of Trio
  • Tenure: One year or until next AGM
  • Previous Transactions (FY 2025-26): Interest provision ₹13,15,186; Interest paid ₹11,30,555
  • Current FY Transactions: Interest provision ₹3,35,062

5. RPT between Trio Infrastructure Private Limited and AVA Lifespaces LLP

  • Transaction Type: Business transactions including sale/purchase of property, availing/rendering services, appointment of agents
  • Maximum Value: ₹10 crore (Indian Rupees Ten Crores)
  • Purpose: Kandivali or any other project
  • Tenure: One year or until next AGM
  • Relationship: AVA Lifespaces LLP has designated partners related to company promoters
  • Financial Performance (FY 2024-25): Turnover Nil; Profit after tax (-)₹82,802; Net worth ₹97,41,016

6. RPT between Trio Infrastructure Private Limited and AVA Lifespaces and Homes Private Limited

  • Transaction Type: Business transactions including sale/purchase of property, availing/rendering services, appointment of agents
  • Maximum Value: ₹10 crore (Indian Rupees Ten Crores)
  • Purpose: Any project
  • Tenure: One year or until next AGM
  • Relationship: Company promoters hold 40% and 60% shareholding in this entity
  • Previous Approval: Taken for ₹10 crore in previous year but no transactions entered

7. RPT between Trio Infrastructure Private Limited and Miras Infrastructure Private Limited

  • Transaction Type: Business transactions including sale/purchase of property, availing/rendering services, appointment of agents
  • Maximum Value: ₹25 crore (Indian Rupees Twenty Five Crores)
  • Purpose: Any project
  • Tenure: One year or until next AGM
  • Relationship: Company promoters hold 30.40% and 45.60% shareholding in this entity
  • Financial Performance (FY 2024-25): Turnover Nil; Profit after tax (-)₹12,96,206; Net worth ₹1,25,88,632
  • Previous Approval: Taken for ₹25 crore in previous year but no transactions entered

8. Revision in Remuneration of Ms. Bela Desai (Promoter)

  • Designation: Mentor - Education Business
  • Current Remuneration: ₹2,48,000 per month (effective from February 1, 2025)
  • Proposed Remuneration: Upto ₹4,00,000 per month (₹48 lakh per annum)
  • Effective Date: October 1, 2026
  • Condition: Subject to cash flow of education business
  • Tenure: Until associated as Mentor
  • Background: Fellow member of ICSI, Law degree, 30+ years experience in corporate India

Financial Context

  • Company's Annual Consolidated Turnover (FY 2025-26): ₹52.57 crores
  • Materiality Threshold for RPTs: ₹5.25 crores (10% of consolidated turnover)
  • Cumulative Value of Proposed RPTs: ₹55 crores

Voting and Procedural Details

  • Scrutinizer: Ms. Sonali Gamne (Membership No. A36772 and CP No. 19207) of Sonali Gamne & Associates
  • Voting Rights: Proportional to shareholding as on record date (21st September, 2026)
  • Results Declaration: To stock exchange within 2 working days of AGM conclusion
  • Related Parties: Required to abstain from voting on relevant resolutions
  • Document Inspection: Available electronically upon request to cs@ironwoodworld.com

Capital Structure Impact

No direct impact on share capital structure disclosed. All transactions are operational in nature.

Cash Flow Implications

  • Loan transactions will create cash inflows (borrowing) and outflows (interest payments)
  • Advisory services will create cash outflows (fee payments)
  • Business transactions with AVA and Miras entities may involve bidirectional cash flows
  • Remuneration revision will increase monthly cash outflow by up to ₹1,52,000

Director Information (Mr. Nitish Nagori)

  • DIN: 09775743
  • Age: 56 years (Date of Birth: 29th December, 1970)
  • Qualifications: Statistics Graduate and Post-graduate from Mumbai University
  • Experience: 27+ years in Retail Asset business with HDFC Bank, ICICI Bank, ABN Amro Bank, CMFL, GE Capital
  • First Appointment: 1st January, 2023
  • Tenure: Until 31st December, 2027
  • Remuneration: Serving without remuneration, only business expense reimbursement
  • Shareholding: 1,53,690 shares
  • Board Meeting Attendance (FY 2025-26): 6 out of 6 meetings