EGM Schedule Details

  • Date of dispatch of Notice: July 18, 2026
  • Cut-off date for e-voting: August 01, 2026
  • Commencement of e-voting: August 07, 2026 at 9:00 AM IST
  • End of e-voting: August 09, 2026 at 5:00 PM IST
  • EGM Date and Time: August 10, 2026 at 11:30 AM IST through Video Conferencing/Other Audio-Visual Means

Agenda Items for Shareholder Approval

Item 1: Re-appointment of Mr. Suhail P. Shah as Whole-Time Director (Ordinary Resolution)

  • Director Details: Mr. Suhail P. Shah (DIN: 00719002)
  • Term: 5 years from September 1, 2026 (expiry of current term)
  • Remuneration Package:
  • Salary: Up to ₹5,00,000 per month
  • Perquisites and allowances: Up to ₹2,50,000 per month (including accommodation/HRA, maintenance, utilities, medical reimbursement, insurance, LTC, club fees, car with driver, telephone)
  • Additional remuneration based on net profits within statutory limits
  • Minimum remuneration payable in case of inadequate profits
  • Qualifications: Ph.D. in Theoretical Physical Chemistry, M.S. in Physical Chemistry from University of Chicago
  • Experience: Over 10 years in research with international universities
  • Current Shareholding: 5,60,73,365 equity shares (25.25% of paid-up capital)
  • Board Attendance: Attended 5 meetings in the year

Item 2: Increase in Limit for Investments, Loans, Guarantees under Section 186 (Special Resolution)

  • Purpose: To provide operational flexibility for deploying funds
  • Limit Sought: ₹250 crore (Two Hundred Fifty Crore)
  • Coverage: Investments in securities of body corporate, loans to any person/company, guarantees/security in connection with loans
  • Authorization: Board authorized to delegate powers to committees/MD/directors/officers

Item 3: Ratification of Material Related Party Transactions with Mr. Alok P. Shah (Ordinary Resolution)

  • Related Party: Mr. Alok P. Shah (DIN: 00218180), Managing Director
  • Transactions for Ratification:
  • Sale of 3 Arts and Artifacts: ₹8,11,25,000 (aggregate)
  • Remuneration paid: ₹4,80,000
  • Total Value: ₹8,16,05,000
  • Materiality Threshold Breach:
  • Consolidated turnover (FY25): ₹7090.04 lakhs
  • 10% materiality threshold: ₹709.004 lakhs
  • Transaction value exceeded threshold by ₹107.01 lakhs
  • Transaction Details:
  • June 3, 2025: 1 Artifact sold for ₹3,85,00,000 (valued at ₹4,04,25,000)
  • November 26, 2025: 2 Artifacts sold for ₹3,70,00,000 (valued at ₹4,07,00,000)
  • Aggregate book value: ₹3,02,00,000
  • Rationale: Partial divestment of appreciated art investments to book profits, meet liquidity requirements, save ~20% auction costs
  • Compliance Status: Inadvertent non-compliance identified, corrective actions taken including Audit Committee and Board approval

Voting Arrangements

  • E-voting Provider: KFin Technologies Limited
  • Scrutinizer: Mr. Jigar Vyas (FCS No. 8019, CP No.14468) of Jigar Vyas & Associates
  • Voting Rights: Proportional to shareholding as of August 1, 2026 cut-off date
  • Related Party Restriction: Related parties to abstain from voting on Item 3

Financial Impact Disclosure

  • Director remuneration impact: Up to ₹5 lakh/month salary + ₹2.5 lakh/month perks + profit-based commission
  • Related party transactions: ₹8.16 crore already transacted in FY25-26 requiring ratification
  • Investment limit increase: Creates headroom for ₹250 crore in investments/loans/guarantees

Capital Structure Impact

No direct impact on share capital disclosed. Mr. Suhail P. Shah holds 25.25% of paid-up capital.

Governance Aspects

  • Audit Committee reviewed and approved related party transactions
  • Nomination and Remuneration Committee recommended director reappointment
  • Board meeting held on May 26, 2026 for initial approvals
  • Compliance officer: Ankita Prasiddha Shroff, Company Secretary