Meeting Details

The 27th Annual General Meeting will be held on Saturday, August 22, 2026, at 11:45 AM IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) without physical presence of members. The deemed venue is the Registered Office of the Company.

The Register of Members and Share Transfer Books will remain closed from Sunday, August 16, 2026, to Saturday, August 22, 2026 (both days inclusive) for the AGM.

Ordinary Business

Item 1: Adoption of Financial Statements

To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026, together with Reports of the Board and Auditors thereon. This requires an Ordinary Resolution.

Item 2: Re-appointment of Director

To re-appoint Mr. Mohit Sai Kumar Bandi (DIN: 07410118) as Director who retires by rotation under Section 152 of the Companies Act, 2013. This requires an Ordinary Resolution.

Special Business

Item 3: Ratification of Cost Auditor Remuneration

To ratify remuneration of ₹9.00 lakh plus applicable taxes payable to M/s. Dendukuri & Co., Cost Accountants (Proprietor Mr. D Zitendra Rao, Membership Number: 10087) as Cost Auditors for FY 2026-27. The Board appointed them on May 25, 2026, based on Audit Committee recommendation. This requires an Ordinary Resolution.

Item 4: Regularization of Director

To regularize Mr. Anirudh Misra (DIN: 03101359) as Non-Executive Non-Independent Director. He was appointed as Additional Director effective May 25, 2026, and holds office until this AGM.

Background: The IMR Group has invested ₹75 crores out of a total ₹300 crores issuance through warrants, representing 25% of total issuance. As per Warrants Subscription Agreement terms, IMR Group has the right to nominate Director(s). The Company received a notice under Section 160(1) proposing Mr. Misra's candidature.

Director Profile: Mr. Anirudh Misra is Founder of IMR Group with over 40 years experience in metals, mining, and international trade. Graduate of IIT (BHU) Varanasi, former Tata Steel employee, and former Head of International Trade at SUDAMIN Group. This requires an Ordinary Resolution.

Item 5: Approval of Director Remuneration

To approve remuneration payable to Mr. Mohit Sai Kumar Bandi (DIN: 07410118) as Whole-Time Director for the remaining two years of his tenure (November 18, 2026 to November 17, 2028).

Remuneration Details:

  • Salary: ₹5,00,000 per month
  • Performance Bonus/Benefit: Nil
  • Perquisites: Telephone facility; reimbursement of actual travel, boarding, lodging expenses for company business
  • Other Benefits: Company PF contribution; Pension/Superannuation fund; Gratuity not exceeding half month's salary per completed year; Leave encashment
  • Minimum Remuneration: Payable in case of absence or inadequacy of profits as per Schedule V of Companies Act
  • Nature of Duties: Devote full time to company business subject to Board direction

This requires a Special Resolution.

Item 6: Continuation of Director Beyond Age 75

To approve continuation of Ms. Bhagyam Ramani (DIN: 00107097) as Non-Executive Independent Director beyond age 75 until completion of her current term ending July 11, 2028. She will attain age 75 on January 9, 2027. This requires a Special Resolution under SEBI LODR Regulation 17(1A).

Director Profile: Ms. Ramani has over four decades experience in insurance, risk management, investments, finance, and corporate governance. Former General Insurance Corporation of India employee, served on boards of Larsen & Toubro, NSE, IDBI Trusteeship, and others. Currently Visiting Faculty at National Insurance Academy, Pune.

Financial Information

Financial performance indicators provided for remuneration approval context:

  • FY 2025-26: Total Revenue ₹106,641.84 lakh; Total Expenditure ₹102,617.34 lakh; PBT ₹4,024.50 lakh; Net Tax Expense ₹(1,325.40) lakh; Net Profit ₹2,709.14 lakh
  • FY 2024-25: Total Revenue ₹116,337.72 lakh; Total Expenditure ₹111,787.89 lakh; PBT ₹4,549.83 lakh; Net Tax Expense ₹(1,956.41) lakh; Net Profit ₹2,575.46 lakh
  • FY 2023-24: Total Revenue ₹109,325.74 lakh; Total Expenditure ₹109,198.60 lakh; PBT ₹127.14 lakh; Net Tax Expense Nil; Net Profit ₹1,088.59 lakh

Voting Information

  • Remote e-voting period: August 19, 2026 (9:00 AM) to August 21, 2026 (5:00 PM) via CDSL
  • Cut-off date for voting eligibility: August 14, 2026
  • Scrutinizer: M/s B S S & Associates, Company Secretaries
  • Results to be declared within two working days from AGM conclusion

Additional Information

  • The AGM is conducted via VC/OAVM following MCA circulars allowing virtual meetings
  • All documents available for electronic inspection by members
  • Members holding physical shares encouraged to dematerialize holdings
  • Green initiative: Members requested to register email addresses for electronic communication