Key Details of the 17th Annual General Meeting (AGM)

  • Date and Time: Tuesday, September 08, 2026 at 11:00 A.M. IST.
  • Mode: To be held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
  • Deemed Venue: 12A, Abhishree Corporate Park, Opp Swagat BRTS Bus Stop, Ambli-Bopal Road, Bopal, Ahmedabad, Gujarat, India, 380058.
  • AGM Notice & Annual Report: The notice and annual report for FY 2025-26 have been sent to members electronically and are available on the company's website (www.prabhaenergy.com) and the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com).

Book Closure & Cut-off Date

  • Book Closure Period: The Register of Members and Share Transfer Books will remain closed from Wednesday, September 02, 2026, to Tuesday, September 08, 2026 (both days inclusive).
  • E-voting Cut-off Date: Tuesday, September 01, 2026, has been fixed as the cut-off date to determine the entitlement of shareholders to cast their vote electronically and to attend the AGM.

E-Voting Details

  • Service Provider: M/s. MUFG Intime India Private Limited (formerly Link Intime India Pvt. Ltd.).
  • Remote E-voting Period: Commences on Friday, September 04, 2026, at 09:00 a.m. IST and ends on Monday, September 07, 2026, at 05:00 p.m. IST.
  • Result Declaration: The result of the voting will be declared by the Chairman within two working days from the conclusion of the AGM.
  • Scrutinizer: Mr. Rajesh Parekh, Partner of M/s. RPSS & Co, Practicing Company Secretaries, has been appointed to scrutinize the e-voting process.

Business to be Transacted at the AGM

ORDINARY BUSINESS

1. Adoption of Financial Statements: To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements of the company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Auditors thereon.

2. Re-appointment of Director: To appoint Mr. Prem Singh Sawhney (DIN: 03231054), who retires by rotation, as a Director of the company.

SPECIAL BUSINESS

3. Approval of Material Related Party Transactions (RPTs): An Ordinary Resolution to approve the company entering into material related party transactions/contracts/arrangements as detailed in the explanatory statement (Table A1 to A4).

4. Re-appointment of Mr. Prem Singh Sawhney as Executive Director: A Special Resolution to approve the re-appointment of Mr. Prem Singh Sawhney (DIN: 03231054) as Executive Director of the company for a term of three years, effective from October 1, 2024, to September 30, 2027, on the remuneration terms set out in the resolution.

5. Re-appointment of Ms. Shaily Jatin Dedhia as Independent Director: A Special Resolution to approve the re-appointment of Ms. Shaily Jatin Dedhia (DIN: 08853685) as an Independent Director for a second term of five consecutive years, up to June 26, 2032.

6. Approval for Fundraising: A Special Resolution to approve the raising of funds up to ₹150,00,00,000 (Rupees One Hundred Fifty Crores Only) through the issuance of equity shares on a Qualified Institutions Placement (QIP) basis, in one or more tranches.

Detailed Breakdown of Special Business

Item No. 3: Material Related Party Transactions (RPTs)

The explanatory statement provides details of four proposed material RPTs (A1 to A4):

  • A1 - Remuneration to Mr. Prem Singh Sawhney: Proposed remuneration up to ₹180 Lakhs per annum. This represents 29.47% of the company's annual consolidated turnover (₹6.108 Crore).
  • A2 - Remuneration to Mr. Shanil Paras Savla: Proposed remuneration up to ₹72 Lakhs per annum towards salary, in addition to perquisites and allowances. This represents 11.79% of the annual turnover.
  • A3 - Loan from Managing Director: Proposal to enter into loan transactions with Mr. Shanil Paras Savla (Managing Director) for an aggregate amount of up to ₹10 Crores. This represents 163.72% of the annual turnover. The interest will be charged as per the Companies Act, 2013.
  • A4 - Transactions with Deep Industries Limited (DIL): Proposal to enter into various transactions (sale/purchase of goods, availing/rendering services, corporate guarantees, etc.) with DIL, a related party and group company, with a monetary value of up to ₹75 Crores. This represents 1227.90% of the annual turnover.
  • Tenure: The approval is sought for transactions from the conclusion of the 17th AGM till the conclusion of the 18th AGM.
  • Voting Restriction: Related parties shall not vote on this resolution.

Item No. 4: Re-appointment of Mr. Prem Singh Sawhney as Executive Director

  • Background: Mr. Sawhney (DIN: 03231054) holds a B.Tech and M.Tech and has over 42 years of experience in the oil and gas sector. He is currently the Chairman and Director.
  • Proposed Term: Three years, from October 1, 2024, to September 30, 2027.
  • Proposed Remuneration: As per the resolution, including salary, perquisites, and allowances. His past remuneration was ₹1.35 Crore for FY 2025-26.
  • Company Financials (Standalone, FY 2025-26): Turnover including other income: ₹6.0694 Crore; Total Expenses: ₹5.7675 Crore; Profit before tax: ₹0.3019 Lakh; Profit after tax: ₹0.4732 Lakh.
  • Commercial Production: The company commenced commercial production on May 16, 2025.

Item No. 5: Re-appointment of Ms. Shaily Jatin Dedhia as Independent Director

  • Background: Ms. Dedhia (DIN: 08853685) is a Company Secretary and Lawyer with over 12 years of experience. She was first appointed as an Independent Director on September 30, 2022.
  • Proposed Term: A second term of five years.
  • Remuneration: She will be paid sitting fees for attending Board/Committee meetings within the limits stipulated under the Companies Act, 2013.
  • Other Directorships: She holds directorships in other listed companies: Trustedge Capital Limited, Vadilal Chemicals Limited, and Deep Industries Limited.

Item No. 6: Fundraising via QIP up to ₹150 Crores

  • Purpose: The proceeds are intended to fund capital expenditure for the North Karanpura and Jharia CBM blocks, meet working capital requirements, fund strategic investments, and for general corporate purposes.
  • Key Terms of the Issue (as per resolution):
  • The allotment shall be completed within 365 days from the date of passing this special resolution.
  • A minimum of 10% of the securities shall be allotted to mutual funds.
  • The relevant date for pricing shall be the date of the Board meeting deciding to open the issue.
  • The equity shares allotted will rank pari-passu with existing shares.
  • There will be a lock-in period of one year for allottees.
  • No allotment will be made to promoters or persons related to promoters.
  • Authority: The Board of Directors is authorized to decide on the final timing, price, terms, and conditions of the issue.

Additional Information for Shareholders

  • E-voting Instructions: Detailed instructions for remote e-voting and voting during the AGM are provided for shareholders holding shares in both demat and physical form.
  • AGM Participation: Shareholders can join the AGM via VC/OAVM 30 minutes before its commencement. Those wishing to speak must register in advance.
  • Green Initiative: The notice and annual report are being sent only through electronic mode.
  • Inspection of Documents: The Register of Directors, Register of Contracts, and other documents referred to in the notice are available for electronic inspection by members upon request.
  • Investor Grievance Redressal: The dedicated email for investor complaints is cs@prabhaenergy.com.