Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements for the year ended 31st March 2026, together with Directors' Report and Auditors' Report.

2. Director Re-appointment: To appoint Mrs. Deepali Dalmia (DIN: 00017415), who retires by rotation, as Director of the Company.

Special Business

3. Ratification of Cost Auditor Remuneration: To ratify the remuneration payable to Cost Auditors of the Company.

  • Cost Auditor: P. Mohankumar & Co, Cost Accountants (Firm Registration Number: 100490)
  • Remuneration: Rs 1,30,000 per annum (exclusive of applicable taxes and reimbursement of out-of-pocket expenses)
  • Appointment Period: Financial year 2025-26
  • Regulatory Reference: Section 148 of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014

4. Approval of Material Related Party Transactions: To approve Material Related Party Transaction(s) with Semac Construction Limited (Formerly Semac Consultants Limited).

  • Related Party: Semac Construction Limited (SCL)
  • Relationship: Part of the same Promoters Group and managed by same management
  • Transaction Types: Sale/purchase/supply of goods or services; Loans and advances; Inter-corporate deposits; Guarantees/surety/indemnity/comfort letters
  • Approval Limit: Rs. 175 Crores (Rupees One Hundred Seventy Five Crores only)
  • Validity Period: From date of this AGM (25th September 2026) till date of next AGM in 2027
  • Regulatory Reference: Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Detailed RPT Information

Historical Transactions with Semac Construction Limited
  • FY 2025-26 Total: Rs. 142.00 Crores
  • Inter corporate deposit repaid: Rs. 4.00 Crores
  • Inter corporate deposit taken from SCL: Rs. 8.00 Crores
  • Inter corporate deposit repaid: Rs. 8.00 Crores
  • Interest received from SCL: Rs. 0.04 Crores
  • Interest paid to SCL: Rs. 0.03 Crores
  • Corporate Guarantee: Rs. 134.00 Crores
  • Current FY (until quarter preceding approval): Rs. 142.50 Crores
  • Similar pattern with corporate guarantee maintaining Rs. 134.00 Crores
Financial Metrics of Related Party
  • Semac Construction Limited FY 2025-26 Performance:
  • Turnover: Rs. 2,254.009 Million (Rs. 22,540.09 Lakhs)
  • Profit After Tax: Rs. 8.0551 Million (Rs. 805.51 Lakhs)
  • Net Worth: Rs. 71.7433 Million (Rs. 7,174.33 Lakhs)
Proposed Transaction Details
  • Value as percentage of company's annual consolidated turnover: 122.44%
  • Value as percentage of related party's annual turnover: 72.11%
  • Interest Rates:
  • Company borrowing rate from bankers: 9.5%
  • Proposed interest rate range for RPT: 8% to 15% per annum
  • Security: Unsecured
  • Corporate Guarantee Limit: Up to Rs. 150 Crores

Voting Information

  • Cut-off date for eligibility: 18th September 2026
  • Remote e-voting period: 22nd September 2026 (9:00 AM) to 24th September 2026 (5:00 PM)
  • Scrutinizer: Sri. M D Selvaraj, Managing Partner of MDS & Associates LLP, Company Secretaries
  • Results declaration: Immediately after AGM, to be posted on company website and forwarded to stock exchanges

Additional Information

  • Register of Members closure: 19th September 2026 to 25th September 2026 (both days inclusive)
  • Statutory Auditors: S.S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) appointed until AGM 2028
  • No unpaid/unclaimed dividend was required to be transferred to IEPF during the year under review
  • Company registered on SMART ODR Portal for investor grievance resolution

Key Dates

  • Notice Date: 10th August 2026
  • AGM Date: 25th September 2026
  • E-voting Period: 22nd-24th September 2026
  • Record Date: 18th September 2026