AGM Details

  • Date and Time: Wednesday, September 30, 2026 at 11:30 AM IST
  • Mode: Video Conferencing / Other Audio Visual Means (VC/OAVM)
  • Deemed Venue: Registered Office at 1/37, SSGT Road, Industrial Area, Lal Kuan, Ghaziabad, Uttar Pradesh-201001
  • Cut-off date for voting eligibility: Wednesday, September 23, 2026
  • Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • Register of Members closure: September 24, 2026 to September 30, 2026 (both days inclusive)

Ordinary Business

1. Adoption of Financial Statements

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

2. Re-appointment of Director

To appoint Mr. Binod Kumar Ranjan (DIN: 09110777) who retires by rotation and offers himself for re-appointment.

  • Current Position: Non-Executive Director
  • Date of First Appointment: October 10, 2024
  • Qualifications: Post graduate diploma in Business Management from Master School of Management
  • Experience: Over 20 years in finance, sales, distribution, retail, e-commerce, export and marketing
  • Current Employment: Vice President at Javi Homes Private Limited
  • Shareholding: 22,500 equity shares of face value ₹10 each
  • Board Meeting Attendance (FY2025-26): 9 out of 20 meetings
  • Directorships in other companies: None
  • Remuneration: No remuneration was paid during FY2025-26

Special Business

3. Appointment of Secretarial Auditor

To appoint M/s Preet Kumar & Associates Practicing Company Secretary as secretarial auditor for a term of five consecutive years.

  • Firm Details: Membership No. F13609, CP No. 21750, Peer Review Cert. No. 6508/2025
  • Tenure: Financial years 2026-27 to 2030-31
  • Remuneration: To be mutually agreed between Board and auditors plus applicable taxes and out-of-pocket expenses
  • Board Approval Date: August 25, 2026

4. Increase in Authorized Share Capital

To increase the Authorized Share Capital of the Company from ₹20,00,00,000 (Rupees Twenty Crore) divided into 2,00,00,000 equity shares of ₹10 each to ₹35,00,00,000 (Rupees Thirty-Five Crore) divided into 3,50,00,000 equity shares of ₹10 each.

  • Increase: ₹15,00,00,000 (creation of 1,50,00,000 additional equity shares of ₹10 each)
  • Purpose: To facilitate issue and allotment of equity shares pursuant to exercise of stock options under proposed ESOP Scheme
  • Regulatory Reference: Section 61 of Companies Act, 2013

5. Alteration of Articles of Association

To insert a new Article No. 92 after Article No. 91 regarding further issue of capital.

  • New Article Provisions: Enables company to issue further shares to existing equity shareholders, employees under ESOP, or any persons through preferential offer, private placement, rights issue, bonus issue, or other permissible modes
  • Regulatory Reference: Section 14 of Companies Act, 2013 (Special Resolution required)

6. Employee Stock Option Scheme 2026

To approve "Kiaasa-Employee Stock Option Scheme 2026 (ESOP 2026)".

  • Total Options: 18,23,000 (Eighteen Lakhs Twenty Three Thousand) options
  • Conversion: Each option converts into one equity share of ₹10 face value
  • Eligible Participants: Employees and directors (excluding promoters, promoter group, independent directors, and directors holding >10% equity shares) of the Company and its group companies including subsidiaries, associates, and holding company
  • Maximum Vesting Period: 2 years from grant date
  • Minimum Vesting Period: 1 year (cliff)
  • Exercise Period: Not more than 2 years from vesting date
  • Exercise Price: Not lower than face value and not more than closing market price previous to grant date
  • Accounting Method: Fair Value Method
  • Implementation: Direct route (new shares issued upon exercise)
  • Ranking: Shares issued will rank pari-passu with existing shares
  • Adjustment: Number of options and exercise price adjustable for corporate actions
  • Regulatory References: Section 62(1)(b) of Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

7. Securing Borrowings under Section 180(1)(a)

To authorize Board to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking(s) of the Company for securing borrowings.

  • Existing Limit: ₹100 Crore (approved previously)
  • Proposed Enhanced Limit: ₹250 Crore (Rupees Two Hundred Fifty Crore)
  • Purpose: To secure borrowings and financial obligations of the Company
  • Regulatory Reference: Section 180(1)(a) of Companies Act, 2013 (Special Resolution required)

8. Increasing Borrowing Limits under Section 180(1)(c)

To authorize Board to borrow monies in excess of aggregate of paid-up share capital, free reserves and securities premium.

  • Existing Limit: ₹100 Crore (approved previously)
  • Proposed Enhanced Limit: ₹250 Crore (Rupees Two Hundred Fifty Crore)
  • Exclusion: Temporary loans from bankers in ordinary course of business
  • Purpose: To support business operations, growth plans, capex, working capital, strategic investments, and general corporate purposes
  • Regulatory Reference: Section 180(1)(c) of Companies Act, 2013 (Special Resolution required)

Voting and Meeting Arrangements

  • Scrutinizer: M/s Ashish Kapoor & Associates (Membership No. F-7504)
  • E-voting Service Provider: Purva Sharegistry (India) Private Limited
  • Share Transfer Agent: Purva Sharegistry (India) Private Limited
  • Physical Attendance: Dispensed with as per MCA and SEBI circulars
  • Proxy Facility: Not available for this virtual AGM
  • Questions from Shareholders: Must be submitted by September 23, 2026 to cs@kiaasaretail.com
  • Results Disclosure: Voting results to be forwarded to BSE within 48 hours of AGM conclusion and placed on company website

Documents Availability

  • Company Website: www.kiaasa.com
  • BSE Website: www.bseindia.com
  • RTA Website: www.purvashare.com
  • Inspection: Documents available for inspection at registered office on working days from 10:00 AM to 5:00 PM until AGM date

Registered Office Details

Kiaasa Retail Limited

1/37, SSGT Road Industrial Area, Ghaziabad-201001 (UP)

Mobile: 9319008599

Compliance Officer

Kanishka Singhal

Company Secretary & Compliance Officer

Membership No.: A39678