Meeting Details

  • Date: Wednesday, September 30, 2026
  • Time: 12:30 P.M.
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Cut-off date: September 23, 2026 for determining members entitled to vote

Voting Details

  • Remote e-voting period: September 27, 2026 (09:00 A.M.) to September 29, 2026 (05:00 P.M.)
  • E-voting during AGM: Commences with AGM and ends 30 minutes after AGM concludes
  • Scrutinizer: CS Mahesh Soni (FCS No.: 3706, COP No.: 2324) or CS Sonia Chettiar (FCS No.: 12649, COP No.: 10130) of GMJ & Associates
  • RTA: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt Audited Financial Statements for FY 2025-26 with Reports of Board of Directors and Auditors

2. Director Re-appointment: To appoint director in place of Mr. Sanjay Kumar Punglia (DIN: 02162102) who retires by rotation

3. Director Re-appointment: To appoint director in place of Mr. Ajay Pungalia (DIN: 02162190) who retires by rotation

Special Business

4. Cost Auditor Remuneration Ratification: To ratify remuneration of ₹25,000/- plus applicable taxes and reimbursement of out-of-pocket expenses payable to M/s. Rajendra Singh Bhati & Co., Cost Accountants (FRN: 101983) for FY 2026-27

5. Director Remuneration Approval - Mr. Ajay Pungalia: Special Resolution to approve payment of remuneration to Mr. Ajay Pungalia (DIN: 02162190), Whole-time Director, in event of absence or inadequacy of profits for balance tenure from September 30, 2026 to September 29, 2028. Proposed remuneration: ₹85.80 lakh for FY 2026-27 and FY 2027-28

6. Director Remuneration Approval - Mr. Vishnu Prakash Punglia: Special Resolution to approve payment of remuneration to Mr. Vishnu Prakash Punglia (DIN: 02162019), Whole-time Director, in event of absence or inadequacy of profits for balance tenure from September 30, 2026 to September 29, 2028. Proposed remuneration: ₹105.60 lakh for FY 2026-27 and FY 2027-28

7. Director Remuneration Approval - Mr. Kamal Kishor Pungalia: Special Resolution to approve payment of remuneration to Mr. Kamal Kishor Pungalia (DIN: 02168426), Whole-time Director, in event of absence or inadequacy of profits for balance tenure from September 30, 2026 to September 29, 2028. Proposed remuneration: ₹85.80 lakh for FY 2026-27 and FY 2027-28

8. Director Remuneration Approval - Mr. Sanjay Kumar Punglia: Special Resolution to approve payment of remuneration to Mr. Sanjay Kumar Punglia (DIN: 02162102), Whole-time Director, in event of absence or inadequacy of profits for balance tenure from September 30, 2026 to September 29, 2028. Proposed remuneration: ₹85.80 lakh for FY 2026-27 and FY 2027-28

9. Increase in Authorized Share Capital: Ordinary Resolution to increase authorized share capital from ₹150,00,00,000/- (15 crore equity shares of ₹10 each) to ₹200,00,00,000/- (20 crore equity shares of ₹10 each) by creating additional 5 crore equity shares

10. Conversion of Promoter Loans: Special Resolution to approve conversion of unsecured loans from Directors-cum-Promoters (Mr. Vishnu Prakash Punglia, Mr. Manohar Lal Punglia, Mr. Sanjay Kumar Punglia, Mr. Ajay Pungalia & Mr. Kamal Kishor Pungalia) into equity shares during future fundraising. Maximum loan amount eligible for conversion: ₹200 crore outstanding at time of fundraising

11. Preferential Warrant Issue: Special Resolution to approve issue of up to 2,11,10,000 fully convertible warrants to Non-Promoter-Public Category at ₹38 per warrant, aggregating ₹80,21,80,000

  • Warrant Terms: Each warrant convertible into 1 equity share of ₹10 face value within 18 months from allotment
  • Payment Terms: 25% payment on allotment, balance 75% on conversion
  • Objects: ₹60.16 crore for working capital and ongoing projects, ₹20.05 crore for general corporate purposes
  • Allottees: 32 allottees including MGO High Conviction Fund (42,00,000 warrants), Vinod Kumar Jaria (16,00,000 warrants), Manka Khatri (14,00,000 warrants), PMC Fincorp Limited (31,00,000 warrants), etc.
  • Pricing: Floor price of ₹38 determined as per Regulation 164 of SEBI ICDR Regulations based on valuation report from Treu Valuation Services Private Limited
  • Relevant Date: August 31, 2026
  • Allotment Timeline: Within 15 days from shareholder approval

Financial Performance

  • FY 2025-26: Total Revenue ₹8613.95 million, Total Expense ₹10286.91 million, Loss After Tax ₹(1772.6) million
  • FY 2024-25: Total Revenue ₹12461.98 million, Total Expense ₹11656.74 million, Profit After Tax ₹585.96 million
  • FY 2023-24: Total Revenue ₹14826.46 million, Total Expense ₹13181.28 million, Profit After Tax ₹1221.85 million

Director Details

  • Mr. Sanjay Kumar Punglia: Age 46 years, holds M.Tech and B.Tech in Civil Engineering, experience: 18 years in EPC business, current shareholding: 53,49,883 shares
  • Mr. Ajay Pungalia: Age 41 years, B.Com 1st Year, experience: 18 years in water supply projects, current shareholding: 66,50,000 shares

Shareholding Pattern (as of June 30, 2026)

  • Promoter and Promoter Group: 38.72% (48,261,148 shares)
  • Public Shareholding: 61.28% (76,373,852 shares)
  • Shares pledged: Yes (Promoter and Promoter Group)

Additional Information

  • Company provides facility for e-voting through MUFG Intime platform
  • Members can join AGM through InstaMeet platform
  • Explanatory statement and all documents available on company website: https://www.vprp.co.in/
  • Annual Report for FY 2025-26 available on company website and stock exchange websites