AGM Details

  • Meeting Date: Monday, 13th July, 2026
  • Time: 3.00 P.M. IST
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM) as per MCA and SEBI circulars
  • Record Date: Monday, 6th July, 2026
  • Register of Members Closure: Tuesday, 7th July, 2026 to Monday, 13th July, 2026 (both days inclusive)

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements (including Consolidated) for the financial year ended 31st March, 2026, together with Reports of Board of Directors and Auditors.

2. Dividend Declaration: To declare dividend on Equity Shares for the year ended 31st March, 2026.

3. Director Re-appointment: To appoint Shri D. K. Mantri (DIN: 00075664), who retires by rotation, as director. He holds 140 Equity Shares and was paid ₹4.00 Lakhs as sitting fees during FY 2025-26.

Special Business

Item No. 4: Appointment of Independent Director (Special Resolution)

  • Appointee: Shri Arun Laddha (DIN: 00079406)
  • Current Status: Appointed as Additional Director (Non-Executive Independent) w.e.f. 28th May, 2026
  • Proposed Term: Five consecutive years from 28th May, 2026 to 27th May, 2031
  • Qualifications: Commerce graduate, NISM-certified Mutual Fund Advisor, Managing Director of J.R. Laddha Financial Services Pvt. Ltd.
  • Independence: Confirmed to meet criteria under Section 149(6) of Companies Act, 2013 and SEBI LODR Regulations
  • Shareholding: Holds 0 Equity Shares in the Company
  • Board Recommendation: Based on recommendation of Nomination and Remuneration Committee

Item No. 5: Approval for Material Related Party Transactions (Ordinary Resolution)

Seeking omnibus approval for granting Inter Corporate Deposits (ICDs)/Loans to Related Parties, with maximum amounts outstanding at any point of time as below:

Birla Group Holdings Private Limited (BGHPL)

  • Relationship: Promoter (holds 34.70% in Company)
  • Nature: Core Investment Company
  • Maximum Amount: ₹2,200 Crores
  • Previous FY Transactions (2025-26): Loan given ₹2,760 Cr, Loan repayment ₹3,331 Cr, Interest received ₹127.25 Cr
  • Interest Rate: One Year HDFC Bank MCLR + 0.90% spread, reset annually on 1st April
  • Tenure: Maximum 36 months from disbursement
  • Repayment: Put/Call option anytime after 7 days with 2 days notice
  • Security: Unsecured
  • Financials (FY 2025-26): Turnover ₹382.43 Cr, PAT (₹281.08) Cr, Net Worth (₹5,565.92) Cr, Adjusted Net Worth ₹30,845.09 Cr
  • Credit Rating: CRISIL AA+ (Stable) for NCDs, CRISIL A1+/ICRA A1+ for CPs

Applause Entertainment Private Limited

  • Relationship: Subsidiary of BGHPL (Promoter Group Company)
  • Nature: Content and IP creation studio
  • Maximum Amount: ₹600 Crores
  • Previous FY Transactions (2025-26): Loan repayment ₹517 Cr, Interest received ₹18.41 Cr
  • Interest Rate: One Year HDFC Bank MCLR + 0.90% spread, reset annually on 1st April
  • Tenure: Maximum 36 months from disbursement
  • Repayment: Put/Call option anytime after 7 days with 2 days notice
  • Security: Unsecured
  • Financials (FY 2025-26): Turnover ₹187.28 Cr, PAT (₹52.37) Cr, Net Worth ₹574.24 Cr (Unaudited)
  • Credit Rating: CARE A

Azure Jouel Private Limited

  • Relationship: Subsidiary of BGHPL (Promoter Group Company)
  • Nature: Jewellery manufacturer-100% EOU
  • Maximum Amount: ₹700 Crores
  • Previous FY Transactions (2025-26): Loan repayment ₹190 Cr, Interest received ₹56.76 Cr
  • Interest Rate: One Year HDFC Bank MCLR + 0.90% spread, reset annually on 1st April
  • Tenure: Maximum 36 months from disbursement
  • Repayment: Put/Call option anytime after 7 days with 2 days notice
  • Security: Unsecured
  • Financials (FY 2025-26): Turnover ₹121.82 Cr, PAT (₹43.92) Cr, Net Worth ₹35.52 Cr (Unaudited)
  • Credit Rating: Not Applicable

Rationale for RPTs: The Company is registered as a Core Investment Company (CIC) with RBI and can give ICDs/Loans only to group companies. These transactions are in ordinary course of business, at arm's length basis, and ensure compliance with CIC Regulations.

Voting Information

  • Remote e-Voting Period: Thursday, 9th July, 2026 (9:00 AM) to Sunday, 12th July, 2026 (5:00 PM)
  • Scrutinizer: Smt. Shweta Dalmiya of M/s S. Dalmiya & Associates, Company Secretaries
  • Results: To be declared within 2 working days of AGM conclusion and placed on company website

Dividend Transfer Information

Unpaid/unclaimed dividends for financial years are due for transfer to IEPF on following dates:

  • 2018-19: 24th October, 2026
  • 2019-20: 10th October, 2027
  • 2020-21: 15th October, 2028
  • 2021-22: 8th October, 2029
  • 2022-23: 4th October, 2030
  • 2023-24: 26th October, 2031
  • 2024-25: 29th July, 2032

Additional Information

  • The AGM notice and Annual Report 2025-26 are being sent electronically to shareholders with registered email IDs
  • Physical copies available on request to RTA/Company
  • Shareholders holding physical shares are requested to convert to dematerialized form as per SEBI regulations
  • Members must update PAN, KYC details and nomination information as per SEBI circulars