Meeting Details

  • Date: Wednesday, 19 August 2026
  • Time: 04:10 PM
  • Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Record Date: 12 August 2026 for determining eligibility to vote
  • Remote e-voting period: 16 August 2026 (9:00 AM) to 18 August 2026 (5:00 PM) through NSDL

Ordinary Business

Item 1: Adoption of Financial Statements

To receive, consider and adopt audited standalone and consolidated financial statements for financial year ended 31 March 2026, including Statement of Profit and Loss, Cash Flow Statement, together with Reports of Board of Directors and Auditors.

Item 2: Re-appointment of Director

To appoint Mr. Gurmeet Singh Bhamrah (DIN: 02527135), Non-Executive Director who retires by rotation, offering himself for re-appointment.

Item 3: Appointment of Statutory Auditors

ORDINARY RESOLUTION to appoint M/s Keshri & Associates, Chartered Accountants (Firm Registration No. 310006E) as Statutory Auditors from conclusion of 19th AGM till conclusion of 24th AGM.

  • Remuneration: ₹2,50,000 per annum plus GST and out-of-pocket expenses
  • Reason: Current auditor M/s. O.P. Bhandari & Co. completed maximum tenure of 10 years
  • Auditor Credentials: Established 1983, 9 partners, team of 25+ qualified/semi-qualified CAs

Special Business

Item 4: Appointment of Independent Director

SPECIAL RESOLUTION to appoint Mr. Sanjiv Swarup (DIN: 00132716) as Independent Director for term of 5 consecutive years from 15 July 2026 to 14 July 2031.

  • Originally appointed as Additional Director on 15 July 2026
  • Qualifications: Chartered Accountant, Law and Commerce graduate with 4 decades experience in financial services, governance, and strategic advisory
  • Current Directorships: Josts Engineering, Bharat Wire Ropes, Responsive Industries, Abans Enterprises, Team India Guaranty, Comfort Fincap, Abans Jewels, Ai Next Technovations

Item 5: Approval of Related Party Transactions

ORDINARY RESOLUTION to approve RPTs for FY 2026-27 with following entities:

Vyankteshprime Fresh Farmers Producer Company Limited
  • Relationship: Mr. Jinen Ghelani & Mr. Hiren Ghelani are Directors and Members
  • Transactions: Purchase of goods up to ₹24 Cr, Sale of goods up to ₹24 Cr
Poonaagrocart LLP
  • Relationship: Associate company (36% investment of ₹36,00,000), Mr. Hiren Ghelani as Designated Partner
  • Transactions: Purchase of goods up to ₹10 Cr, Sale of goods up to ₹10 Cr, Loans up to ₹2 Cr, Advances up to ₹2 Cr

Items 6-9: Material Related Party Transactions

ORDINARY RESOLUTIONS to approve material RPTs for FY 2026-27 exceeding 10% of annual consolidated turnover threshold:

Item 6: Florens Farming Limited (Subsidiary - 53.8% holding)
  • FY 2025-26 transactions: Sales ₹21.79 Cr, Purchase ₹0.47 Cr, Loans ₹0.01 Cr, Interest received ₹0.17 Cr, Investment ₹3.59 Cr
  • FY 2026-27 proposed: Purchase ₹42 Cr, Sales ₹42 Cr, Loans ₹10 Cr, Advances ₹2 Cr, Guarantee ₹25 Cr, Investment ₹6 Cr, Interest received ₹0.6 Cr
Item 7: Florens Fresh Supply Solutions Private Limited (Associate - 43.81% holding)
  • FY 2025-26 transactions: Interest received ₹0.15 Cr, Sales ₹10.99 Cr, Loans and advances ₹0.26 Cr
  • FY 2026-27 proposed: Purchase ₹33 Cr, Sales ₹42 Cr, Loans ₹10 Cr, Advances ₹2 Cr, Guarantee ₹15 Cr, Investment ₹6 Cr, Interest received ₹0.6 Cr
Item 8: Mr. Jinen Ghelani (Managing Director, DIN:01872929) and relatives
  • FY 2025-26 transactions: Remuneration ₹0.19 Cr, Retail sale ₹0.02 Cr
  • FY 2026-27 proposed: Personal guarantee for company borrowing up to ₹240 Cr
Item 9: Mr. Hiren Ghelani (Whole-time Director, DIN:02212587) and relatives
  • FY 2025-26 transactions: Remuneration ₹0.36 Cr, Sale ₹0.002 Cr, Rent expense ₹0.05 Cr
  • FY 2026-27 proposed: Personal guarantee for company borrowing up to ₹240 Cr, Rent payment ₹0.0068 Cr

Item 10: Loans/Investments/Guarantees under Section 186

SPECIAL RESOLUTION to approve making loans, giving guarantees, providing securities, or making investments in excess of prescribed limits under Section 186 of Companies Act, 2013.

  • Limit sought: ₹240 Crores aggregate outstanding
  • Exclusions: Transactions with Wholly Owned Subsidiaries, subsidiary companies, Associate Companies and joint venture companies

Item 11: Borrowing Limits under Section 180(1)(c)

SPECIAL RESOLUTION to approve borrowing money exceeding aggregate of paid-up share capital, free reserves and securities premium.

  • Limit sought: ₹240 Crores
  • Instruments: Debentures, commercial papers, loans, suppliers' credit, securitized instruments, fixed deposits, etc.
  • Security: Mortgage, charge, hypothecation, lien or pledge over assets

Financial Implications

  • RPT Aggregate Value: ₹274+ Crores across all proposed related party transactions
  • Borrowing Limit Increase: ₹240 Crores sought
  • Investment/Loan/Guarantee Limit: ₹240 Crores sought under Section 186
  • Auditor Fees: ₹2,50,000 per annum plus GST

Voting Arrangements

  • Scrutinizer: Mr. Umesh Ved, proprietor of Umesh Ved & Associates, Practicing Company Secretaries
  • Voting Results Announcement: On or before 21 August 2026
  • Results Submission: To Stock Exchanges and company website

Key Dates

  • Notice Date: 27 July 2026
  • AGM Date: 19 August 2026
  • Record Date: 12 August 2026
  • Remote e-voting: 16-18 August 2026
  • Share Transfer Book Closure: 13-19 August 2026