Key Details of the AGM

  • Event: 21st Annual General Meeting (AGM)
  • Date: Friday, September 18, 2026
  • Time: 10:30 A.M. IST
  • Venue: "Diamond Plaza, 5 Gopi Ghosh Lane, Kolkata- 700 012"
  • The meeting will also be held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) as per MCA circulars, with the registered office deemed as the venue.

Voting Information

  • Cut-off Date: Friday, September 11, 2026, for determining eligibility to vote or attend.
  • Remote E-voting Period: Commences Tuesday, September 15, 2026 (09:00 A.M. IST) and ends Thursday, September 17, 2026 (05:00 P.M. IST).
  • E-voting Service Provider: National Securities Depository Limited (NSDL).
  • Scrutinizer: M/s. Hemant Sharma & Associates, Practicing Company Secretary, Kolkata (Practicing No. 17411).
  • Share Transfer Book Closure: The Register of Members and Share Transfer Books will remain closed from Saturday, September 12, 2026, to Friday, September 18, 2026 (both days inclusive).

Business to be Transacted

ORDINARY BUSINESS

1. ADOPTION OF AUDITED FINANCIAL STATEMENTS

To receive, consider, and adopt the Audited Balance Sheet, the Statement of Profit & Loss account for the year ended March 31, 2026, and the Reports of the Directors and Auditors thereon.

2. APPOINTMENT OF DIRECTOR

To appoint a director in place of Mr. Pawan Kumar Jhunjhunwala (DIN: 10049668), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

3. Appointment of Mrs. Deepa Garg as Non-Executive Independent Director

  • Resolution Type: Special Resolution
  • Director DIN: 10740685
  • Proposed Term: Five consecutive years effective from June 29, 2026.
  • Background: Appointed as an Additional Director by the Board on June 29, 2026, based on the recommendation of the Nomination and Remuneration Committee (NRC).
  • Qualifications: Qualified Company Secretary (ICSI), MBA. Expertise in Corporate Laws, Corporate Governance, Tax, and ITes.
  • Other Directorships: Holds directorship in four other companies: Consecutive Commodities Limited, Patback Business Limited, Aar Shyam India Investment Company Limited, and Julien Agro Infratech Limited.
  • Shareholding in Kaizen: Nil
  • Remuneration: Entitled to sitting fees for Board and Committee meetings as decided by the Board.

4. Appointment of Mrs. Meenu Jain as Non-Executive Independent Director

  • Resolution Type: Special Resolution
  • Director DIN: 07072779
  • Proposed Term: Five consecutive years effective from June 29, 2026.
  • Background: Appointed as an Additional Director by the Board on June 29, 2026, based on the NRC's recommendation.
  • Qualifications: Company Secretary (ICSI), LL.B., B.Com. Expertise in corporate governance and legal/financial compliance.
  • Other Directorships: Holds directorship in five other companies: Giken Seiki Industries Limited, Seshechal Technologies Limited, SRU Steels Limited, Pervasive Commodities Limited, and Julien Agro Infratech Limited.
  • Shareholding in Kaizen: Nil
  • Remuneration: Entitled to sitting fees for Board and Committee meetings as decided by the Board.

5. Appointment of Mrs. Reema Magotra as Non-Executive Independent Director

  • Resolution Type: Special Resolution
  • Director DIN: 09804839
  • Proposed Term: Five consecutive years effective from June 29, 2026.
  • Background: Appointed as an Additional Director by the Board on June 29, 2026.
  • Qualifications: B.Com. Work experience in diversified areas and corporate governance.
  • Other Directorships: Holds directorship in five other companies: Alstone Textiles (India) Limited, Consecutive Commodities Limited, Quasar India Limited, Mihika Industries Ltd., and Pressure Sensitive Systems (India) Limited.
  • Shareholding in Kaizen: Nil
  • Remuneration: Entitled to sitting fees for Board and Committee meetings as decided by the Board.

6. Approval for Loans, Investments, Guarantees, or Securities under Section 186

  • Resolution Type: Special Resolution
  • Purpose: To authorize the Board to utilize company funds for long-term strategic, business, and financial objectives.
  • Proposed Limit: Aggregate transactions shall not exceed 90% of the company's shareholders' fund, stated as "Rupees One Hundred Twenty Five Crores Only" in the explanatory statement. This limit is higher than the standard statutory limit (60% of paid-up capital, free reserves, and securities premium account or 100% of free reserves and securities premium account, whichever is more).
  • Authorization: The Board (or its committee) is sought to be authorized to decide the timing, amount, and terms of such transactions.

Additional Information for Shareholders

  • The notice and e-voting instructions are being sent electronically to members with registered email IDs. Physical copies are being sent to those without registered emails or who requested them.
  • Dividend, if declared, will be paid within 30 days from the date of declaration to members as of the record date. Bank details for dividend payment must be updated with the Depository Participant (for demat holdings) or the RTA (for physical holdings).
  • The company's shares are under compulsory demat listing per SEBI. Trading is only permitted in dematerialized form.
  • The full notice, annual report, and other documents are available on the company's website: www.kaizeninfra.com.
  • The company's Registrar and Transfer Agent (RTA) is M/s. Maheshwari Datamatics Private Limited.