AGM Details

  • Meeting Date: Tuesday, September 29, 2026
  • Time: 11:30 a.m.
  • Mode: Video Conferencing (VC) or Other Audio Visual Means (OAVM) without physical presence of members
  • Cut-off Date for Eligibility: September 22, 2026
  • Book Closure Period: September 23, 2026 to September 29, 2026 (both days inclusive)

E-Voting Arrangements

  • Remote E-Voting Period: September 24, 2026 (09:00 a.m.) to September 28, 2026 (05:00 p.m.)
  • Service Provider: National Securities Depository Limited (NSDL) through www.evoting.nsdl.com
  • Voting Rights: Proportional to shareholding as on cut-off date (September 22, 2026)
  • Scrutinizer: Mr. Umesh Ved of Umesh Ved & Associates, Practicing Company Secretary

Agenda Items for Shareholder Approval

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt audited financial statements on standalone and consolidated basis for financial year ended March 31, 2026 together with reports of directors and auditors.

2. Re-appointment of Director: To appoint Mr. Anand Patel (DIN: 07272892) who retires by rotation under Section 152 of Companies Act, 2013 and offers himself for re-appointment.

Special Business

3. Ratification of Cost Auditor Remuneration: Ordinary Resolution to ratify remuneration of M/s Dalwadi & Associates, Cost Accountants (FRN: 000338) at ₹65,000 per annum for FY 2026-27 cost audit.

4. Appointment of Chairman & Managing Director: Special Resolution to appoint Mr. Deep S Vadodaria (DIN: 01284293) as Chairman & Managing Director for 3 years effective May 7, 2026 with monthly remuneration up to ₹10,00,000 plus benefits.

5. Re-appointment of Whole Time Director: Special Resolution to re-appoint Mr. Prashant H Sarkhedi (DIN: 00417386) as Whole Time Director (Director Finance) for 3 years effective May 7, 2026 with monthly remuneration up to ₹5,00,000 plus benefits.

6. Borrowing Powers Authorization: Special Resolution under Section 180(1)(c) to authorize Board to borrow money up to ₹750 crore (inclusive of existing borrowings excluding temporary loans).

7. Creation of Charges Authorization: Special Resolution under Section 180(1)(a) to authorize Board to create mortgages/charges/hypothecation on company assets for securing borrowings.

8. Loans and Investments Authorization: Special Resolution under Section 186 to authorize Board to make loans, give guarantees, provide security, and acquire securities of body corporates up to ₹750 crore.

9. Loans to Related Entities Authorization: Special Resolution under Section 185 to authorize Board to give loans, guarantees, or security to subsidiaries, associates, joint ventures, or group entities where directors are interested, up to ₹750 crore.

10. Modification of Material RPT with Nila Urban Living: Ordinary Resolution to modify approved amount of related party transactions with subsidiary Nila Urban Living Private Limited for FY 2026-27.

11. Material RPT with Deep Vadodaria: Ordinary Resolution to approve related party transactions with Mr. Deep S Vadodaria and his relatives for FY 2026-27.

Financial Information Disclosed

  • FY 2025-26 Standalone Revenue: ₹162.71 crore
  • FY 2025-26 Profit Before Tax: ₹36.92 crore
  • FY 2025-26 Profit After Tax: ₹26.60 crore
  • FY 2025-26 EPS: ₹0.68
  • FY 2024-25 Standalone Revenue: ₹135.80 crore
  • FY 2024-25 Profit Before Tax: ₹21.19 crore
  • FY 2024-25 Profit After Tax: ₹15.20 crore
  • FY 2024-25 EPS: ₹0.39
  • Face Value of Share: ₹1

Director Remuneration History

Mr. Deep Vadodaria:

  • FY 2025-26: ₹60,00,000
  • FY 2024-25: ₹34,50,000

Mr. Prashant Sarkhedi:

  • FY 2025-26: ₹27,82,800
  • FY 2024-25: ₹30,84,000

Shareholding Information

  • Mr. Deep Vadodaria: Holds 31,752,108 equity shares (8.06% individually, 61.90% collectively with promoters)
  • Cut-off Date for Voting: September 22, 2026

Related Party Transaction Details

With Nila Urban Living Private Limited (Subsidiary - 90% holding):

  • FY 2025-26 Transactions: ₹6.58 crore (Loans given: ₹0.15 crore, Interest income: ₹6.43 crore)
  • Q1 FY 2026-27 Transactions: ₹74.63 crore (April-June 2026)
  • Proposed FY 2026-27 Limits:
  • Construction/development work: ₹50 crore
  • Loans given: ₹500 crore
  • Security/guarantee: ₹300 crore
  • Sale/purchase of land/property: ₹100 crore each way

With Mr. Deep Vadodaria:

  • FY 2025-26 Transactions: ₹0.60 crore (remuneration only)
  • Q1 FY 2026-27 Transactions: ₹0.15 crore (remuneration only)
  • Proposed FY 2026-27 Limits:
  • Construction/development work: ₹150 crore
  • Personal guarantee for company borrowing: ₹300 crore

Important Notes

  • The AGM is conducted via VC/OAVM following MCA Circulars and SEBI Circulars permitting virtual meetings
  • Physical attendance is not required or permitted
  • Members can join the meeting 15 minutes before scheduled time through NSDL e-voting platform
  • Facility available for 1000 members on first-come-first-served basis (excludes large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, auditors)
  • Questions can be submitted during AGM through VC platform
  • Resolutions are being presented afresh due to technical difficulties encountered during previous postal ballot process in July 2026
  • No corporate action has been implemented based on previous postal ballot results

Annexures Included

  • Annexure A: Brief profiles of Mr. Deep Vadodaria and Mr. Prashant Sarkhedi
  • Annexure B: Additional information under Schedule V
  • Annexure C: Disclosures under Secretarial Standard SS-2
  • Annexure D: RPT details for Nila Urban Living Private Limited
  • Annexure E: RPT details for Mr. Deep Vadodaria
  • Annexure F: Quantitative details of proposed RPTs