Company Overview

Event Details

Kemp & Company Limited will hold its 145th Annual General Meeting (AGM) on Friday, 11th September, 2026, at 3:00 PM IST through Video Conferencing/Other Audio Visual Means. The notice and annual report are being sent electronically to members as per MCA and SEBI circulars, with physical copies dispensed with.

AGM Agenda Items

Ordinary Business:

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

2. To appoint Mr. Mahendra Kumar Arora (DIN: 00031777) as Non-Executive, Non-Independent Director who retires by rotation and seeks re-appointment

Special Business:

3. Special Resolution: Continuation of directorship of Mr. Mahendra Kumar Arora (age 75+) as Non-Executive, Non-Independent Director pursuant to Regulation 17(1A) of SEBI LODR

4. Ordinary Resolution: Approval of material related party transactions with VIP Industries Limited (a related party) on omnibus basis for:

  • Maximum aggregate value: ₹2,50,00,000 per annum
  • Period: 5 consecutive financial years from FY 2026-27 to FY 2030-31
  • Nature: Sale of goods and services, payment of license fees for property given on leave & license basis
  • FY 2025-26 transactions: Purchase of goods ₹56,95,887; Monthly tenancy ₹4,50,000; Purchase of immovable property ₹40,30,29,000
  • FY 2026-27 (up to 30th June 2026): Purchase of goods ₹12,63,250; Monthly tenancy ₹4,50,000
  • Value as percentage of company's consolidated turnover: 83.40%

5. Ordinary Resolution: Approval of material related party transactions with Piramal Vibhuti Investments Limited (holding company) on omnibus basis for:

  • Maximum aggregate value: ₹2,00,00,000 per annum
  • Period: 5 consecutive financial years from FY 2026-27 to FY 2030-31
  • Nature: Paying rent and maintenance charges for property taken on monthly tenancy
  • FY 2025-26 transactions: Monthly tenancy ₹22,35,768; Maintenance charges ₹67,07,304
  • FY 2026-27 (up to 30th June 2026): Monthly tenancy ₹5,58,942; Maintenance charges ₹16,76,826
  • Value as percentage of company's consolidated turnover: 66.72%

Financial Performance Highlights (FY 2025-26)

  • Revenue from operations: ₹29,975 thousand (Previous year: ₹29,104 thousand) - increase of 3%
  • Loss before tax: ₹21,551 thousand (Previous year: loss of ₹12,420 thousand)
  • Loss after tax: ₹22,142 thousand (Previous year: loss of ₹11,000 thousand)
  • Other Comprehensive Income: ₹3,77,712 thousand (net of tax) primarily from fair value gains on equity investments
  • Total Comprehensive Income: ₹3,55,570 thousand (Previous year: loss of ₹8,22,578 thousand)
  • Earnings per share (basic and diluted): (₹20.50) (Previous year: (₹10.18))
  • Reserves and Surplus: ₹84,996 thousand (no transfer to general reserves)
  • No dividend recommended for FY 2025-26 (no dividend in previous year)

Key Financial Position (as at 31st March, 2026)

  • Equity Share Capital: ₹10,802 thousand (10,80,200 shares of ₹10 each)
  • Other Equity: ₹16,40,158 thousand
  • Total Assets: ₹17,06,012 thousand
  • Non-Current Assets: ₹8,53,374 thousand (including Investment Property ₹4,54,007 thousand; Investments ₹3,91,220 thousand)
  • Current Assets: ₹8,52,637 thousand (including Current Investments ₹8,27,283 thousand)
  • Current Liabilities: ₹10,389 thousand

Director Details

Mr. Mahendra Kumar Arora (seeking re-appointment):

  • Date of Birth: 05.04.1941 (age 85)
  • Date of First Appointment: 30.05.2011
  • Qualifications: ACS, ACWA, M.Com, LLB
  • Experience: More than 5 decades in Corporate Law and General Management
  • Number of Board meetings attended: 4 out of 5
  • Remuneration: Sitting fees of ₹90,000
  • Directorships in other companies: Kiddy Plast Limited, Trimuriti Glass Containers Limited, Piramal Vibhuti Investments Limited, Piramal DGP Enterprises Private Limited

Corporate Governance

  • Board Composition: Mr. Maneck Davar (Chairman), Mrs. Shalini D. Piramal (Managing Director), Mr. Dilip Piramal, Mr. Satyen Dalal, Mr. M.K. Arora, Mr. Prateek Diwan
  • Key Managerial Personnel: Mrs. Shalini D. Piramal (MD), Mr. Vikram Somani (CFO), Mr. Karan Gudhka (Company Secretary)
  • Statutory Auditors: M.L. Bhuwania and Co., LLP (reappointed for 5 years from 141st AGM to 146th AGM)
  • Secretarial Auditors: Ragini Chokshi & Co. (appointed for 5 years from FY 2025-26 to FY 2029-30)
  • Internal Auditors: Suresh Surana & Associates, LLP
  • Banker: Central Bank of India
  • Registrar & Share Transfer Agent: MUFG Intime India Private Limited

Regulatory and Compliance Matters

  • SEBI Penalty: Notice received from SEBI imposing penalty of ₹28,000 thousand (₹2.8 crore) for which company has filed appeal
  • Unclaimed Dividend: Transferred to IEPF - Final Dividend for FY 2017-18: Amount ₹5,742.00 for 482 shares
  • Share Transfer Books will be closed from 5th September 2026 to 11th September 2026 (both days inclusive)
  • Voting: Remote e-voting period from 8th September 2026 (9:00 AM) to 10th September 2026 (5:00 PM) through NSDL

Related Party Transactions

Detailed disclosures provided for transactions with:

1. VIP Industries Limited (where Mrs. Shalini D. Piramal is Non-Executive, Non-Independent Director)

2. Piramal Vibhuti Investments Limited (holding company where Mrs. Shalini D. Piramal, Mr. Dilip Piramal and Mr. M.K. Arora are directors)

Other Material Information

  • Employee Strength: 5 employees as on 31st March, 2026
  • Segment Reporting: Primary segments are Trading Activity and Real Estate
  • Contingent Liability: ₹20,000 thousand for SEBI penalty under dispute
  • Fair Value of Investment Property: ₹26,27,613 thousand as per ready reckoner rates
  • Internal Financial Controls: Adequate and operating effectively as per auditor's report
  • Going Concern: Financial statements prepared on going concern basis

Voting Instructions

Detailed instructions provided for:

  • Remote e-voting through NSDL platform
  • Joining virtual AGM through VC/OAVM
  • Helpdesk contacts for technical support
  • Process for shareholders whose email IDs are not registered

Documents Availability

All documents referred to in the notice are available for inspection on the company's website www.kempnco.com and have been uploaded on BSE website (www.bseindia.com) and NSDL website (https://www.evoting.nsdl.com).