AGM Logistics and Voting Details

The 63rd Annual General Meeting will be held on Friday, August 28, 2026 at 3:00 p.m. IST through Video Conferencing/Other Audio-Visual Means.

Key Dates:

  • Cut-off date for eligibility: Friday, August 21, 2026
  • Remote e-voting period: Tuesday, August 25, 2026 (09:00 AM IST) to Thursday, August 27, 2026 (05:00 PM IST)
  • AGM Date: Friday, August 28, 2026 at 3:00 p.m. IST

The notice and annual report are being sent electronically to members with registered email addresses. Physical copies will be provided only upon request. NSDL has been appointed as the e-voting service provider.

Business Items for Approval

Ordinary Business:

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements for FY ended March 31, 2026 with Reports of Board of Directors and Auditors.

2. Re-appointment of Director: To appoint Mr. Kurian Arimpur (DIN: 08265692) who retires by rotation and offers himself for re-appointment.

Special Business:

3. Appointment of Statutory Auditors: To appoint M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as Statutory Auditors for a term of 5 years from conclusion of 63rd AGM till conclusion of 68th AGM in 2031.

  • Remuneration: ₹5 lakh per annum plus out-of-pocket expenses (compared to ₹7.5 lakh for previous auditor MSKA & Associates)
  • Selection process involved fair tender process and comprehensive assessment by Audit Committee

4. Appointment of Non-Executive Non-Independent Director: To appoint Mr. Vikas Jain (DIN: 11383069) as Non-Executive Non-Independent Director.

  • Originally appointed as Additional Director from July 6, 2026
  • Qualified Chartered Accountant with 19 years experience in corporate finance
  • Currently Co-Head Finance at Lodha Group
  • No remuneration from the company (remunerated by holding company)

5. Appointment of Independent Director: To appoint Mr. Sanjay Bahad (DIN: 09066910) as Non-Executive Independent Director for first term of 5 years from July 6, 2026 to July 5, 2031 (Special Resolution).

  • Civil engineer with PMP certification and 30+ years construction experience
  • Entitled to sitting fees as determined by NRC/Board

6. Re-appointment of Independent Director: To re-appoint Ms. Ritika Bhalla (DIN: 09668373) as Non-Executive Independent Director for second term of 5 years from July 12, 2027 to July 11, 2032 (Special Resolution).

  • Company Secretary with 7 years experience in secretarial and legal functions
  • Drew sitting fees of ₹1 lakh in FY26
  • Serves on multiple board committees

7. Material Related Party Transactions: To approve contracts/arrangements/transactions with Cowtown Infotech Services Limited (fellow subsidiary) for aggregate value not exceeding ₹75 crore during FY2026-27 (Ordinary Resolution).

RPT Details:

  • Nature of Transactions:
  • Sale of building materials: ₹25 crore
  • Loans & advances given: ₹50 crore
  • Relationship: Cowtown Infotech is wholly owned subsidiary of Lodha Developers Limited (holding company)
  • Previous Transactions: FY2025-26 sales totaled ₹19.30 crore
  • Justification: Company has no active real estate projects; focuses on material trading to generate operating income
  • Terms: Arm's length basis, market rates for materials, SBI FD rate for loans
  • Financial Impact: Represents 367% of company's annual consolidated turnover for preceding financial year

Cowtown Infotech Financials (FY preceding):

  • Turnover: ₹3,433.91 crore
  • Profit After Tax: ₹52.86 crore
  • Net worth: ₹556.07 crore

Voting and Participation Procedures

  • Remote e-voting through NSDL platform
  • Members can join AGM via VC/OAVM through NSDL e-Voting system
  • Institutional investors must submit Board resolutions authorizing representatives
  • Results to be communicated to BSE within 2 working days of AGM conclusion

Additional Information

  • Documents available for electronic inspection by members
  • SEBI SMART ODR portal mentioned for dispute resolution
  • Special window for re-lodgement of physical share transfer requests extended until February 4, 2027
  • Members must update PAN, KYC, and nomination details with RTA/DPs

Financial Implications

  • Auditor remuneration: ₹5 lakh per annum (no material change from previous)
  • RPT exposure: ₹75 crore total (₹25 crore sales, ₹50 crore loans)
  • Director remuneration: Only sitting fees for independent directors (no specifics disclosed for new appointments)

#Tags: #NationalStandardIndia #AGMNotice #SEBIDisclosure #CorporateGovernance #RelatedPartyTransactions #RegulatoryCompliance #FinancialUpdate #Neutral