AGM Logistics

The 40th Annual General Meeting is scheduled to be held on Thursday, September 17, 2026 at 11:30 am through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The deemed venue for the AGM is the Registered Office of the Company at Cama Building, 1st Floor, 24/26, Dalal Street, Fort, Mumbai – 400 001.

Ordinary Business Items

1. To receive and adopt the Profit and Loss Account for the year ended March 31, 2026, the Balance Sheet as on that date, and the reports of Auditors and Directors.

2. To appoint a Director in place of Mr. Manoj T. Shroff (DIN 00330560), who retires by rotation and has offered himself for re-appointment.

Special Business Items

Item No. 3: Appointment of Mr. Hemendra Jitendra Shroff as Executive Director cum Chief Financial Officer
  • Special resolution seeking approval for appointment of Mr. Hemendra Jitendra Shroff (DIN: 00286509) as Executive Director cum CFO
  • Term: Five years from August 17, 2026 to August 16, 2031
  • Remuneration details:
  • Salary: ₹40,000 per month payable monthly
  • Annual increment to be decided by the Board of Directors
  • Perquisites:
  • Contributions to Provident Fund, Superannuation Fund or Annuity Fund to the extent not taxable under Income Tax Act, 1961
  • Gratuity payable at rate not exceeding half a month's salary for each completed year of service
  • Encashment of Leave at end of tenure
  • Not entitled to sitting fees for Board or Committee meetings
  • Subject to all other service conditions applicable to employees
Item No. 4: Appointment of Mr. Suraj Ravishchandra Vishwakarma as Non-executive Independent Director
  • Ordinary resolution for appointment of Mr. Suraj Ravishchandra Vishwakarma (DIN 07661216) as Independent Director
  • Term: Five consecutive years up to conclusion of AGM in calendar year 2031
  • Not subject to retirement by rotation
  • Appointed by Board of Directors at meeting held on August 17, 2026
Item No. 5: Approval of Related Party Transactions

Special resolution seeking omnibus consent for related party transactions with three entities for period from April 1, 2026 to March 31, 2027:

1. Aarayaa Advisory Services Private Limited

  • Relationship: Associate Company promoted by Managing Director's son Mr. Raj P Shroff
  • Transaction: Professional fees for rendering services
  • Maximum value: ₹3.00 crore
  • Percentage of FY 2025-26 turnover: 76.25%
  • Interested directors: Mr. Pradip R. Shroff, Mr. Jitendra R. Shroff, Mr. Hemendra J. Shroff, Mr. Manoj T. Shroff

2. Desai Investments Private Limited

  • Relationship: Associate and promoter group company holding 17.04% shares
  • Transaction: Inter corporate loan given at interest above Bank rate
  • Maximum value: ₹2.00 crore
  • Percentage of FY 2025-26 turnover: 50.82%
  • Interested directors: Mr. Pradip R. Shroff, Mr. Jitendra R. Shroff, Mr. Hemendra J. Shroff, Mr. Manoj T. Shroff

3. VBD Capital Advisors Private Limited

  • Relationship: Associate Company promoted by Mr. Hemendra J. Shroff
  • Transaction: Professional fees for rendering services
  • Maximum value: ₹25 lakhs
  • Percentage of FY 2025-26 turnover: 6.35%
  • Interested directors: Mr. Hemendra J. Shroff (son of Mr. Jitendra R. Shroff), related to Mr. Pradip R. Shroff and Mr. Manoj T. Shroff

All transactions are stated to be at arm's length and in ordinary course of business. Audit Committee approved these transactions at meeting held on May 25, 2026.

Voting Arrangements

  • Remote e-voting period: September 14, 2026 (9:00 AM) to September 16, 2026 (5:00 PM)
  • Record date: September 10, 2026
  • e-Voting service provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Amosh Archapelly and Associates, Practicing Company Secretaries
  • Related parties will abstain from voting on Item No. 5

Director Profiles

Mr. Manoj T. Shroff
  • DIN: 00330560, Date of Birth: October 10, 1966
  • Qualification: B.Com
  • Experience: 34+ years in financial consultancy, investment banking
  • Directorships: Northstar Software Solutions Private Limited, Merican Funds Limited, Guru Holding Private Limited
  • Shares held: 800
Mr. Hemendra J. Shroff
  • DIN: 00286509, Date of Birth: November 7, 1974
  • Qualification: B.Com
  • Experience: 27+ years in investment banking
  • Directorships: Arodyne Chemicals Limited, Aarayaa Advisors Private Limited, Aarayaa Finstock Pvt. Ltd., Bluechip Leasing and Finance Ltd., Budh Holding & Trading Co. Pvt. Ltd., Desai Investments Pvt. Ltd., VBD Capital Advisors Pvt. Ltd., SJH Impex Pvt. Ltd., Eigentum International LLP
  • Shares held: 4,206
Mr. Suraj Ravishchandra Vishwakarma
  • DIN: 07661216, Date of Birth: November 26, 1990
  • Qualification: B.Com, L.L.M, Cyber Law (PGD)
  • Experience: 10+ years in criminal laws, cyber law and litigation
  • Directorships: SRV Legal LLP
  • Shares held: Nil