AGM Details

The 16th AGM is scheduled to be held on Monday, August 31, 2026 at 02:00 PM (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The registered office at 5th Floor, Unit No. Office - 11, Worldmark 4, Asset Area No. LP-1B-04, Gateway District, Delhi Aerocity, Near Indira Gandhi International Airport, New Delhi - 110037, India shall be deemed as the venue.

Ordinary Business

1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2026 and Reports of the Directors and Auditors thereon.

2. To appoint a director in place of Mr. Manav Thadani (DIN: 00534993), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business

Item No. 3: Increase in Authorized Share Capital
  • Current authorized share capital: ₹25,00,00,000 divided into 25,00,00,000 equity shares of ₹1 each
  • Proposed increase: To ₹29,00,00,000 divided into 29,00,00,000 equity shares of ₹1 each
  • Increase amount: ₹4,00,00,000 (Four Crores Only)
  • New shares will rank pari-passu with existing equity shares
  • Requires amendment to Clause V of Memorandum of Association
  • Approval sought through Ordinary Resolution
Item No. 4: Capital Raising Resolution
  • Seeks approval to raise capital up to ₹750,00,00,000 (Seven Hundred Fifty Crores)
  • Through issuance of equity shares or other eligible convertible securities including warrants, fully convertible debentures, convertible preference shares
  • In one or more tranches through preferential allotment, private placement, qualified institutions placement (QIP), or other permissible modes
  • Securities may be issued to qualified institutional buyers, foreign/resident investors, mutual funds, insurance companies, FPIs, NRIs, and other permitted categories
  • If issued through QIP, specific terms apply:
  • Allotment only to QIBs as defined in SEBI ICDR Regulations
  • Completion within 365 days from resolution date
  • Lock-in period of one year for allottees
  • No single allottee to get more than 50% of issue size
  • Minimum 10% allocation to mutual funds
  • Pricing as per QIP regulations with discount up to 5% permitted
  • Tenure of convertible securities not to exceed 60 months
  • Board authorized to constitute "Fund Raise Committee" comprising:
  • Mr. Aditya Jain, Non-Executive Independent Director
  • Mr. Michael David Holland, Non-Executive Independent Director
  • Mr. Ashish Jakhanwala, Chairman, Managing Director & CEO
  • Approval sought through Special Resolution
Item No. 5: Remuneration for Non-Executive Independent Directors
  • Approves remuneration of up to ₹15,00,000 per annum (excluding sitting fees) for each Non-Executive Independent Director
  • For financial years 2025-26 and 2026-27
  • Applies to four NEIDs: Michael David Holland, Krishan Dhawan, Aditya Jain, and Archana Capoor
  • Remuneration payable even in event of loss or inadequacy of profits
  • Within limits specified under Section II of Part II of Schedule V of Companies Act, 2013
  • Benchmarking study shows proposed remuneration below 25th percentile of comparator group
  • Approval sought through Ordinary Resolution

Financial Performance Context (FY2025-26)

Consolidated Financials:
  • Revenue from operations: ₹12,477.96 million
  • EBIDTA: ₹4,625.62 million
  • Profit before tax and exceptional items: ₹1,649.83 million
  • Profit for the year: ₹5,665.45 million
Standalone Financials:
  • Revenue from operations: ₹1,350.18 million
  • EBIDTA: (₹101.80) million (loss)
  • Profit before tax and exceptional items: (₹449.17) million (loss)
  • Profit for the year: ₹3,843.37 million
  • Company notes one-time non-cash expense of ₹504.57 million due to IND AS accounting adjustment

Voting Arrangements

  • Remote e-voting period: August 27, 2026 (09:30 AM) to August 30, 2026 (05:00 PM)
  • Cut-off date for voting eligibility: August 24, 2026
  • E-voting to be conducted through NSDL platform
  • Mr. Abhishek Bansal, Advocate, appointed as Scrutinizer
  • Results to be declared within 3 days of AGM conclusion

Foreign Shareholding

Foreign equity shareholding in the Company is 45.37% of total equity shares as of June 30, 2026.

Current Capital Structure

  • Issued, Subscribed and Paid-up Share Capital: ₹22,21,34,736
  • Comprising 22,21,34,736 equity shares of ₹1 each

Rationale for Fundraising

  • Strengthen balance sheet and facilitate growth
  • Fund capital expenditure cycle to add room inventory
  • Pursue attractive acquisition/growth opportunities
  • Repayment of existing loans
  • Operate in volatile geopolitical environment
  • Preserve and build shareholder value