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SEJAL GLASS LIMITED — Proxy Solicitation & Information Statement 2026
Feb 16, 2026
62664_rns_2026-02-16_e855df32-709e-4b88-b76d-39fddb597fc8.pdf
Proxy Solicitation & Information Statement
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Ref: SGL/Compliance/2025-26/140 February 16, 2026
Listing / Compliance Department Listing/Compliance Department BSE Limited National Stock Exchange of India Limited Floor 25, P J Towers, Exchange Plaza, Dalal Street, Bandra Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 532993 Symbol: SEJALLTD
Dear Sir/Madam,
- Subject: Postal Ballot Notice Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir / Madam,
In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations”), Please find enclosed herewith a copy of the Postal Ballot Notice dated February 16, 2026, being sent to the Members of the Company for seeking approval of the members by way of Resolutions for the matters mentioned therein.
In compliance with MCA Circulars, the Postal Ballot Notice along with Explanatory Statement and Instructions for e-voting is being sent only through electronic mode to those Members, whose e- mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, February 13, 2026 (“Cut-off date”). Further, communication of assent or dissent by the Members on the items of businesses set out in this Notice shall be done through remote e-voting only i.e., casting of votes electronically.
In compliance with the provisions of Section 108 and 110 of the Companies Act, 2013 read with relevant rules made thereunder, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has engaged the services of NSDL to provide remote e-voting facilities to the Members, to enable them to cast their votes electronically.
Remote E-voting Details:
| Sr. No. | Activity | Date |
|---|---|---|
| 1. | e-voting start date & Time | Tuesday, February 17, 2026 at 09:00 A.M. (IST) |
| 2. | e-voting end date & Time | Wednesday, March 18, 2026 at 05:00 P.M. (IST) |
Members holding shares in physical mode and who have not updated their email addresses with the Company/RTA/DP are requested to update their email addresses.
The copy of the said Postal Ballot Notice is being made available on the website of the Company at https://www.sejalglass.co.in/postal-ballot.html.
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Kindly take note of the above information.
Thanking you,
Yours faithfully, For Sejal Glass Limited
ASHWIN Digitally signed by ASHWIN SHANKAR SHANKAR SHETTY Date: 2026.02.16 SHETTY 20:23:16 +05'30' Ashwin S. Shetty. V.P. - Operations & Company Secretary – Compliance Officer
Encl: As above.
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POSTAL BALLOT NOTICE
| VOTING STARTS ON | VOTING ENDS ON |
|---|---|
| Tuesday, February 17, 2026 at 09:00 a.m. (IST) |
Wednesday, March 18, 2026 at 05:00 p.m. (IST) |
Dear Members ,
NOTICE is hereby given, pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) (including any statutory modification(s) thereto or reenactment(s) thereof, for the time being in force), read with the General Circular No. 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”), in continuation to the circulars issued earlier in this regard (“MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) as may be amended from time to time, and subject to other applicable rules, laws, regulations and notifications to transact the Special Businesses as set out hereunder by passing Special Resolutions by way of postal ballot only, by voting through electronic means (‘remote e-voting’).
Pursuant to Section 102, 110 and other applicable provisions of the Act read with the Rules framed thereunder and SEBI LODR, the statement pertaining to the said resolutions, setting out all material facts and reasons thereof is annexed to the Postal Ballot Notice (“Notice”) for your consideration and forms part of this notice.
The Company has appointed Ms. Vyoma Desai of M/s. Abbas Lakdawalla & Associates LLP, Practicing Company Secretaries, Mumbai, (LLPIN – AAW – 5507) as the Scrutiniser for conducting the Postal Ballot through the remote e-voting process in a fair and transparent manner. In compliance with the aforesaid MCA Circular, this Notice is being sent only through electronic mode to those Members whose email addresses are registered with Sejal Glass Limited (‘the Company’)/ MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), the Company’s Registrars and Transfer Agent (‘RTA’) / National Securities Depository Limited (‘NSDL’) and/or Central Depository Services (India)
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Limited (‘CDSL’), (NSDL and CDSL collectively ‘Depositories’). Accordingly, a physical copy of the Notice along with Postal Ballot Form and prepaid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members will take place only through remote e-voting.
In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, MCA Circular and SS-2, the Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to its Members to enable them to cast their votes electronically. The instructions and detailed procedure for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at https://www.sejalglass.co.in. Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-voting not later than 5:00 p.m. (IST) on Wednesday, March 18, 2026. The remote e-voting facility will be disabled by NSDL immediately thereafter.
SPECIAL BUSINESS: ITEM NO. 1
APPROVE THE LIMITS OF RELATED PARTY TRANSACTIONS:
To consider and, if thought fit, to pass the following resolution as an “ ORDINARY RESOLUTION” :
“ RESOLVED THAT pursuant to Regulations 2(1)(zc), 23(4) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable provisions of the Companies Act, 2013 read with the related rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable laws/statutory provisions, if any, and the Company’s Policy on Related Party Transactions, each as amended, the consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to continue with the existing contract(s)/arrangement(s)/ transaction(s) and/or enter into and/or carry out new contract(s)/ arrangement(s)/transaction(s) (whether by way of an
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individual transaction or transactions taken together or series of transactions or otherwise), as detailed in the Explanatory Statement, with the following related parties up to the maximum amount as mentioned herein below for the financial year 2026-2027 on such terms and condition as may be mutually agreed between the company and the related parties:
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Name of the Nature of Nature, material terms, and Maximum Amount of
related party relationship particulars of the contract or value of the Transaction
arrangement Transactions during the
(whether by financial
way of an year.
individual
transaction
or
transactions
taken
together or
series of
transactions
or
otherwise)
Sejal Glass & Subsidiary of Sale, Purchase, Supply of goods Rs. 200 Rs 49.12 Crs.
Glass the Company /materials. crores
Manufacturing holding 99.01% Availing/rendering of services.
Products LLC interest Receipt & Payment of Interest on
Loans & Advances.
Corporate Guarantee,
Commission/ Royalty
Investments, borrowings, lending,
corporate guarantees.
Sejal Related Party Sale, Purchase, Supply of goods Rs. 25 crores Rs 2.63 Crs.
Intelligent by virtue of /materials.
Façade being a Availing/rendering of services.
Solutions Promoter Group Receipt & Payment of Interest on
Private Company. Loans & Advances.
Limited Investments, borrowings, lending.
Other recurring transactions for
furtherance of business.
Sejal Glass Associate of the Sale, Purchase, Supply of goods Rs. 50 crores Rs 11.61 Crs.
Ventures LLP Company /materials.
holding Availing/rendering of services.
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wherein the Co. Receipt & Payment of Interest on
holds 44.99% Loans & Advances.
interest Corporate guarantee
Commission/ Royalty
Investments, Capital
Contribution, borrowings,
lending, corporate guarantees.
Sharing of Profit or Loss of LLP
Other recurring transactions for
furtherance of business.
Dilesh Related Party Availing/rendering of services. Rs. 75 crores Rs 3.03 Crs.
Roadlines by virtue of Receipt/ Payment of Interest on
Private being a Loans .
Limited. Promoter of the Borrowings/corporate
Company guarantees.
Corporate guarantee
commission.
Other recurring transactions for
furtherance of business.
Dilesh Related Party Availing/rendering of services. Rs. 20 crores Nil
Logistics by virtue of Borrowings/Payment of Interest
(India) Private being a on Loans
Limited. Promoter Group Other recurring transactions for
Company. furtherance of business.
Alchemie Related Party Availing/rendering of services. Rs. 20 crores Rs 3.14 Crs.
Financial by virtue of Borrowings/Payment of Interest
Services being a on Loans.
Limited. Promoter Group Other recurring transactions for
Company. furtherance of business.
Mr. Related Party Avail Personal Guarantee/s for Rs. 100 Rs 90.8 Crs
Chandrakant by virtue of the business. crores
Vallabhaji being a member Payment of Commission
Gogri. of the Promoter towards issue of Guarantee.
Group
Alchemi Related Party Sale, Purchase, Supply of goods. Rs. 20 crores Nil
Developers by virtue of Availing/rendering of services.
Private being a Receipt & Payment of Interest on
Limited. Loans & Advances.
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| Promoter Group Company. |
Borrowings & Lending. Other recurring transactions for furtherance of business. |
|||
|---|---|---|---|---|
“ RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary and expedient, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental authorities, if any, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.
“ RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s)/Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution.
“ RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorised by the Board, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects.”
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SPECIAL BUSINESS - ITEM NO. 2.
TO INCREASE IN THRESHOLD OF LOANS/ GUARANTEES, PROVIDING OF SECURITIES AND MAKING OF INVESTMENTS IN SECURITIES UNDER SECTION 186 OF THE COMPANIES ACT, 2013.
To consider and, if thought fit, to pass the following resolution as SPECIAL RESOLUTION :
“ RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 and any other applicable provisions of the Companies Act, 2013 and Rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and in supersession of all the earlier resolutions passed in this regard, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution) to (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate from time to time in one or more tranches as the Board of Directors as in their absolute discretion deem beneficial and in the interest of the Company, for an amount not exceeding Rs. 200 Crores (Rupees Two Hundred Crores Only), notwithstanding that such investments, outstanding loans given or to be given and guarantees and/or security provided may collectively exceed the limits prescribed under Section 186 of the Companies Act, 2013.
“RESOLVED FURTHER THAT the Board of Directors and / or Key Managerial Personnel (KMP) of the Company be and are hereby authorized to take from time to time all decisions and such steps as may be necessary for giving loans, guarantees or providing securities or for making such investments and to execute such documents, deeds, writings, papers and/or agreements as may be required and do all such acts, deeds, matters and things, as it may in its absolute discretion, deem fit; necessary or appropriate.”
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“RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to
or contemplated in this resolution, be and is hereby approved, ratified and confirmed in all respect.”
Registered Office 173/174, 3[rd] Floor, Sejal Encasa, S.V. Road, Opp. Bata Showroom, Kandivali (West), Mumbai- 400067
By Order of Board of Directors For Sejal Glass Limited Sd/Ashwin S. Shetty V.P. Operation & Company Secretary- Compliance Officer Membership No.: A20942
Date: February 16, 2026 Place: Mumbai
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NOTES:
-
The explanatory statement pursuant to Sections 102(1) and 110 of the Companies Act, 2013 read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 thereto stating all material facts and reasons for the proposal set out in the resolutions are annexed herewith.
-
The Notice along with the instructions regarding remote e-voting is being sent only by email to all the shareholders of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as on Friday, February 13, 2026 (‘Cut-off date’) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar & Transfer Agent, MUFG Intime India Private Limited (‘MUFG’/‘RTA’).
-
Shareholders may note that the Notice will also be available on the website of the Company at https://www.sejalglass.co.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at https://www.evoting.nsdl.com/. As per the MCA Circulars, the Company will not be dispatching physical copies of Notice along with postal ballot form and postage prepaid selfaddressed business reply envelope to any shareholder for this Postal Ballot.
-
Those shareholders who have not yet registered their email addresses are requested to get their email addresses registered by following the due procedure as stated in Note No. 12 of this Notice.
-
Shareholders whose names appear on the Register of Members/List of Beneficial Owners as on the Cutoff date will be considered for the purpose of remote e-voting in proportion to their shares in the paidup Equity Share capital of the Company as on the Cut-off date. A person who is not a shareholder as on the Cutoff date should treat this Notice for information purposes only.
-
Shareholders cannot exercise votes by proxy on Postal Ballot. A shareholder need not use all his/her/its votes nor does he/she/it need to cast all his/her/its votes in the same way.
-
In terms of provisions of Sections 102, 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI LODR, the Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its shareholders. Details regarding User ID and Password along with other instructions relating to remote e-voting are set out in Note No. 13 below.
-
The voting period for remote e-voting commences on Tuesday, February 17, 2026 at 9:00 A.M. IST and ends on Wednesday, March 18, 2026 at 5.00 P.M. IST. During this period, the shareholders holding equity
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shares either in physical form or in dematerialised form, as on the Cut-off date, may cast their vote(s) electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast, the shareholder shall not be allowed to change it subsequently or cast the vote again.
-
The Scrutinizer will submit report to the Chairman or any person authorised by him upon completion of scrutiny of the votes cast through remote e-voting. The Scrutinizer’s decision on the validity of votes cast will be final. The results of the remote e-voting declared along with the report of the Scrutiniser shall be placed on the website of the Company at www.sejalglass.co.in and on the website of NSDL at https://evoting.nsdl.com and shall be communicated to BSE Limited and the National Stock Exchange of India Limited, where the securities of the Company are listed and shall also be displayed at the Registered Office of the Company.
-
The resolutions, if passed by the requisite majority through the Postal Ballot remote e-voting, shall be deemed to have been passed on the last date specified for remote e-voting i.e. Wednesday, March 18, 2026.
-
Procedure for Inspection of Documents: All the documents referred to in the accompanying Notice and the Explanatory Statement shall be available for inspection through electronic mode, basis the request being sent on [email protected].
-
Procedure for registering the email address and obtaining the Notice and remote e-voting instructions by the shareholders whose email addresses are not registered with the Depositories (in case of shareholders holding shares in Demat form) or with RTA (in case of shareholders holding shares in physical form):
-
(i) Those shareholder(s) who have not yet registered their email addresses are requested to get their email addresses registered by following the procedure given below:
-
a. shareholder holding shares in demat form can get their e-mail address registered by contacting their respective Depository Participant.
-
b. shareholder holding shares in physical form, who have not registered/updated their e-mail address and/or KYC details, may register their aforesaid details by submitting relevant ISR Forms duly filled and signed along with requisite supporting documents as prescribed by SEBI to MUFG at C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083.
-
The aforesaid ISR forms can be accessed from the website of RTA at https://www.in.mpms.mufg.com > Resources > Downloads > KYC > Formats for KYC
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(ii) With a view to serve you better, Shareholders who hold shares in identical names and in the same order of names in more than one folios are requested to write to the Company/RTA to consolidate their holdings in one folio.
-
(iii) As mandated by SEBI, shares of the Company can be transferred/traded only in dematerialised form. Shareholders holding shares in physical form are requested to dematerialise their shareholding at the earliest, as pursuant to SEBI Circular, any investor service requests including transmissions/issue of duplicate certificate, etc. shall be processed in dematerialised mode only.
-
(iv) Shareholders who have registered their e-mail address, mobile numbers, postal address and bank account details are requested to validate/update their registered details by contacting the Depository Participant, in case of shares held in electronic form, or by contacting MUFG, in case the shares are held in physical form.
-
General information and instructions relating to remote e-voting:
- How do I vote electronically using NSDL e Voting system?
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
- A) Login method for e Voting for Individual shareholders holding securities in demat mode
- In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual Shareholders holding securities |
1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful |
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| in demat mode with NSDL. |
2. 3. 4. 5. |
authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience. |
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|---|---|---|---|
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| Individual Shareholders holding securities in demat mode with CDSL |
1. 2. 3. 4. |
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e- Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e- Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
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| Individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
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|---|---|---|
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details | ||
|---|---|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in NSDL helpdesk by sending a request at or call at 022 - 4886 7000 |
login can contact [email protected] |
|
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 |
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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
-
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
-
Your User ID details are given below :
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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client
account with NSDL. ID
For example if your DP ID is IN300 and
Client ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
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c) How to retrieve your ‘initial password’?
-
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
-
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
-
-
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
-
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
-
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
-
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
-
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
-
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
-
Now, you will have to click on “Login” button.
-
After you click on the “Login” button, Home page of e-Voting will open.
- Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
-
After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.
-
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
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-
Now you are ready for e-Voting as the Voting page opens.
-
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
-
Upon confirmation, the message “Vote cast successfully” will be displayed.
-
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
-
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
-
Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
-
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
-
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Rimpa Baug at [email protected]
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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :
-
In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] and/or [email protected].
-
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected] and/or [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .
-
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
-
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to -
update their mobile number and email ID correctly in their demat account in order to access e Voting facility.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND REGULATION 30 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.
As required by Section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all the material facts relating to the business mentioned under Item No. 1 & 2 of the accompanying Notice.
Item No. 1
Section 188 of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 states that no Company shall enter into transactions with a Related Party except with the prior consent of the Board and Members of the Company, where such transactions are either not (a) in Ordinary Course of Business or (b) on arm’s length basis. The proposed transactions with the related parties as mentioned in the resolutions are at arm’s length and in the ordinary course of business of the Company.
Further, Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) provides that all material related party transactions and subsequent material modifications as defined by the audit committee under sub regulation (2) of Regulation 23 shall require prior approval of the shareholders through resolution and no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not. A transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity whichever is lower.
Regulation 2(1)(zc) of SEBI Listing Regulations defines “related party transaction” to mean a transaction involving a transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand or (ii) a listed entity or any of its subsidiaries on one hand, and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, with effect from
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April 1, 2023, regardless of whether a price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract.
Further, SEBI vide its Master circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, read with Circular SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated June 26, 2025 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 October 13, 2025 has introduced the Industry Standards issued by Industry Standards Forum (“ISF”) comprising of representatives from three industry associations, viz. ASSOCHAM, CII and FICCI on “Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction” (“Standards”) to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of the SEBI Listing Regulations. The Standards inter alia require listed entity to provide minimum information, in specified format, relating to the proposed RPTs, to the Audit Committee and to the shareholders, while seeking approval.
Details of the proposed RPTs, including the information required to be disclosed in the Explanatory Statement in accordance with the SEBI circulars & the industry standards are set forth in “ Annexure A to H ” annexed herein.
For the purpose of calculating the total amount of proposed RPTs (as provided in resolution no. 1 as a percentage of annual consolidated turnover of the Company, we have considered the Financials of FY 202425 as the latest audited Financial Statements of the Company.
The Audit Committee of the Company consisting majority of Independent Directors, and the Board of Directors, have, based on relevant details provided by the management, at their respective meetings held on February 16, 2026, reviewed and approved the said transaction(s) /contract(s)/ arrangement(s), while noting that such transactions shall be on arms’ length basis and in the ordinary course of business and are in accordance with Related Party Transactions Policy of the Company. The Management of the Company has provided the Audit Committee with the relevant details (as required under the Standards) about the proposed RPTs including rationale, material terms, justification as to why the proposed RPT(s) are in the
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interest of the Company and the basis of pricing. The Audit Committee has reviewed and taken note of the certificate placed before it by the Managing Director of the Company, confirming that the proposed RPT(s) are not prejudicial to the interest of public shareholders of the Company and nor are the terms and conditions of the proposed RPT(s) unfavourable to the Company, compared to terms and conditions, had the Company to have entered into similar transaction(s) with an unrelated party.
It is in the above context that the Resolution No. 1 is proposed for the approval of the Shareholders of the Company.
Pursuant to the SEBI Circular dated October 13, 2025 the Minimum Information relating to the proposed related party transaction(s) is provided herewith;
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Sr. No. Particulars of Information Information provided by the
management
a. Information as placed before the Audit Committee Refer below table titled as
in the format as specified in the RPT Industry
“Annexure – A to H”
Standards, to the extent applicable
b. Justification as to why the proposed transaction is in Refer below table titled as
the interest of the listed entity, basis for
“Annexure – A to H”
determination of price and other material terms and
conditions of RPT
c. Disclosure of the fact that the Audit Committee has The Audit Committee has reviewed
reviewed the certificates provided by the the certificate issued by the Whole
CEO/Managing Director/ Whole Time Director/ Time Director and CFO of the
Manager and CFO of the Listed Entity as required Company, as required under the RPT
under the RPT Industry Standards Industry Standards
d. Disclosure that the material RPT or any material The limits of the amounts of material
modification thereto has been approved by the RPT has been approved by the Audit
Audit Committee and the Board of Directors Committee, and the Board of Directors
recommends the proposed transaction to the recommends the proposed
shareholders for approval. transaction(s) to the Members for
approval.
e. Web-link and QR Code, through which Not Applicable
shareholders can access the valuation report or
other reports of external party, if any, considered by
Audit Committee while approving the RPT
f. Affirmation that the Audit Committee and Board of Not Applicable
Directors, while providing information to the
shareholders, have redacted the commercial secrets
and such other information that would affect
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| competitive position of listed entity and in its assessment, the redacted disclosures still provide all the necessary information to the public shareholders for informed decision making |
||
|---|---|---|
| g. | Any other information that may be relevant. | No other information is considered relevant. |
Item no. 2
In order to make optimum use of funds available with the Company and also to achieve long term strategic and business objectives, the Board of Directors of the Company proposes to make use of the same by making investment in other bodies corporate or granting loans, giving guarantee or providing security to other persons or other bodies corporate as and when required.
Members may note that pursuant to Section 186 of the Companies Act, 2013 (“Act”), the Company can give loan or give any guarantee or provide security in connection with a loan to any other body corporate or person and acquire securities of any other body corporate, in excess of 60% of its paid up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more, with the approval of Members by special resolution passed at the general meeting. In view of the aforesaid, it is proposed to take approval under Section 186 of the Companies Act, 2013, by way of special resolution, up to a limit of Rs. 200 Crores (Rupees Two Hundred Crores Only), as proposed in the Notice.
The above proposal is in the interest of the Company and the Board recommends the Resolution as set out at item No. 2 for approval by the members of the Company as Special Resolution.
None of the Directors or Key Managerial Personnel or their relatives are in any way concerned with or interested, financially or otherwise in the said resolution except to the extent of their shareholding in the Company, if any.
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The Board of Directors recommend the resolution set forth in Item no. 2 of the notice for your approval as a Special Resolution.
Registered Office By Order of Board of Directors 173/174, 3[rd] Floor, Sejal Encasa, For Sejal Glass Limited S.V. Road, Opp. Bata Showroom, Sd/Kandivali (West), Mumbai- 400067 Ashwin S. Shetty V.P. Operation & Company Secretary- Compliance Officer Membership No.: A20942
Date: February 16, 2026 Place: Mumbai
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ANNEXURE ‘A’
PART-A
Minimum information of the proposed RPT, applicable to all RPTs
| A(1): | |||
|---|---|---|---|
| Basic details | of the related party. | ||
| Sr. No. | Particulars of the information | Information provided by the management. | |
| 1. | Name of the related party | Sejal Glass & Glass Manufacturing Products LLC(Sejal UAE) |
|
| 2. | Country of incorporation of the related party | UAE | |
| 3. | Nature of business of the related party | Sejal (UAE) is engaged in the business of Architectural Glass Manufacturing |
A(2): Relationship and ownership of the related party
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Sr. No. Particulars of the information Information provided by the management
1. Relationship between the listed Subsidiary of the Company
entity/subsidiary [1] (in case of transaction
involving the subsidiary) and the related party –
including nature of its concern (financial or
otherwise) and the following:
Shareholding of the listed entity/
99.01% Shareholding
subsidiary (in case of transaction involving the
subsidiary), whether direct or indirect, in the related
party.
Where the related party is a partnership
firm or a sole proprietorship concern or a
NA
body corporate without share capital, then
capital contribution, if any, made by the listed
entity/ subsidiary (in case of transaction
involving the subsidiary).
Shareholding of the related party, whether NIL
direct or indirect, in the listed entity/ subsidiary (in
case of transaction involving the subsidiary).
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A(3): Details of previous transactions with the related party.
| Sr. No. | Particulars of the information | Informationprovided by the management | Informationprovided by the management | ||
|---|---|---|---|---|---|
| 1. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. (ANNEXURE - 1) |
S. N o. |
Nature of Transactions | FY 2024-2025 | |
| (INR) | |||||
| 1 | Interest Received | Rs 0.66 Crores | |||
| 2 | Reimbursementpayable | Rs 0.17 Crores | |||
| 3 | Guarantee Commission Received |
Rs 0.32 Crores | |||
| 4 | Management ConsultancyReceived |
Rs 0.80 Crores | |||
| 5 | RoyaltyReceived | Rs 4.39 Crores | |||
| 6 | Guarantees Given | Rs 19.44 Crores | |||
| 2. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. |
Rs 49.12 Cr | |||
| 3. | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year. |
NO |
A(4): Amount of the proposed transaction(s)
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Sr. No. Particulars of the information Information provided by the
management
1. Amount of the proposed transactions being placed for Aggregate value of all RPTs with Sejal
approval in the meeting of the Audit Committee/ UAE not exceeding Rs 200 Cr.
shareholders.
2. Whether the proposed transactions taken together Yes
with the transactions undertaken with the related party
during the current financial year would render the proposed
transaction a material RPT?
3. Value of the proposed transactions as a percentage of the 82.11%
listed entity’s annual consolidated turnover for the (Considering upper limit of Rs 200 Cr as
immediately preceding financial year basis).
4. Value of the proposed transactions as a percentage of NA
subsidiary’s annual standalone turnover for the immediately
preceding financial year (in case of a transaction involving
the subsidiary and where the listed entity is not a party to
the transaction)
5. Value of the proposed transactions as a percentage of 110.71%
the related party’s annual consolidated turnover (if
consolidated turnover is not available, calculation to be made
on standalone turnover of related party) for the immediately
preceding financial year, if available.
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6. Financial performance of the related party for the
immediately preceding financial year:
Turnover Rs 180.65 Crores
Profit After Tax Rs 7.03 Crores
Networth Rs 37.21 Crores
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A(5). Basic details of the proposed transaction
| S. No. | Particulars of the information | Remarks |
|---|---|---|
| 1. | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Sale, Purchase, Supply of goods. Availing/rendering of services. Receipt & Payment of Interest on Loans & Advances. Corporate guarantee Commission/ Royalty, borrowings, lending, corporate guarantees. Other recurring transactions for furtherance of business. |
| 2. | Details of each type of the proposed transaction | All the above transactions will be carried on at arm’s length price. |
| 3. | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
F.Y. 2026 - 27 |
| 4. | Whether omnibus approval is beingsought? | NA |
| 5. | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. |
Not exceeding Rs.200 crores (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) |
| 6. | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
Sejal (UAE) is a related party of your Company, within the meaning of sub-section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations by virtue of it being the subsidiary of your Company. Your company does sale, purchase, provides / receives services to / from them and also provides financial support including Guarantee to them, which are significant for expansion and growth of your Company. The Board is of the opinion that proposed transactions with above related party is in the best interest of the Company and the Members. |
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7. Details of the promoter(s)/ director(s) / key managerial personnel of the
listed entity who have interest in the transaction, whether directly or
indirectly.
Explanation: Indirect interest shall mean interest held through any
person over which an individual has control.
a. Name of the director / KMP None
b. Shareholding of the director / KMP, whether direct or None
indirect, in the related party
8. A copy of the valuation or other external party report, if any, Not Applicable
shall be placed before the Audit Committee.
9. Other information relevant for decision making. ---
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PART B
Information to be provided only if a specific type of RPT is proposed to be undertaken and is in addition to Part A.
B(1): Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
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Sr. No. Particulars of the information Information provided by
the management
1. Bidding or other process, if any, applied for choosing a party for No bidding and other
sale, purchase or supply of goods or services. procedures applied
2. Basis of determination of price. As mutually agreed between
both the parties
3. In case of Trade advance ( of upto 365 days or such period for which such NA
advances are extended as per normal trade practice )
, if any, proposed to be extended to the related party in relation to
the transaction, specify the following:
a. Amount f Trade advance
b. Tenure
c. Whether same is self-liquidating?
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B(2): - Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter corporate deposits given by the listed entity or its subsidiary.
| Sr. No. Particulars of the information |
Sr. No. Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Source of funds in connection with the proposed transaction.Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/housing finance companies. |
Promoter Funding/ Internal Accruals/ Issue of Shares and Securities |
| 2. | Where any financial indebtedness is incurred to give loan, inter- corporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies . |
|
| a. Nature of indebtedness | Promotor / Promotor GroupFunding |
|
| b. Total cost of borrowing | 8%-10% | |
| c. Tenure | Payable within 5 years | |
| d. Other details | ---- | |
| 3. | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: (1) This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies. (2) Disclosure shall be made of borrowings undertaken by the listed entity |
8%-10% |
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with a comparable maturity profile to the loan/ICD being granted by the
listed entity.
4. Proposed interest rate to be charged by listed entity or its 6months EIBOR as on 30 [th]
subsidiary from the related party. September of relevant financial
year + 400 basis points.
5. Maturity / due date Payable within 5 years
6. Repayment schedule & terms Payable within 5 years
7. Whether secured or unsecured? Unsecured
8. If secured, the nature of security & security coverage ratio
NA
9. The purpose for which the funds will be utilized by the ultimate Principal business activities
beneficiary of such funds pursuant to the transaction. and Expansion of the business
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B(3):
Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary.
Not Applicable .
B(4):
| B(4): | B(4): | B(4): |
|---|---|---|
| Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary. |
||
Sr. No. Particulars of the information |
Information provided by the management |
|
| 1. | (a) Rationale for giving guarantee, surety, indemnity or comfort letter |
To mitigate the working capital requirements of the subsidiary |
| (b) Whether it will create a legally binding obligation on listed entity_?_ |
Yes | |
| 2. | Material covenants of the proposed transaction including: (i) commission, if any to be received by the listed entity or its subsidiary; (ii) contractual provisions on how the listed entity or its subsidiary will recover the monies in case such guarantee, surety, indemnity or comfort letter is invoked. |
(i) Guarantee is to be given for a specific time and specific purpose with a commission to be charged as per transfer pricing norms. (ii) NA |
| 3. | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. |
Rs 40.80 Cr upto 31/12/25 No provisions required to be made in books of accounts of listed entity or subsidiary. |
B(5):
Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary
Not Applicable.
B(6):
Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate.
Not Applicable.
B(7):
Disclosure only in case of transactions relating to payment of royalty.
Not Applicable.
PART-C
C(1): - Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter corporate deposits given by the listed entity or its subsidiary
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Sr. No. Particulars of the information Information provided by the
management
1. Latest credit rating of the related party Not Available
Note: Standalone rating to be provided while option to provide
structured obligation rating (SO rating) and credit enhancement
rating (CE rating), if any
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| corporate deposits given by the listed entity or its subsidiary | corporate deposits given by the listed entity or its subsidiary | corporate deposits given by the listed entity or its subsidiary |
|---|---|---|
| Sr. No. Particulars of the information Information provided by the management |
||
| 1. Latest credit rating of the related party Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any Not Available |
||
| 2. | Default on borrowings,if any, over the last three financial years, by the related party from the listed entity or any other person and value of subsisting default. Note: This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request. In addition, state the following: a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currently subsisting; b) Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such status is currently subsisting; c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation; d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016. Note: Past defaults that are no longer subsisting and have been cured or regularized need not be disclosed. |
Not Applicable |
| FY 20xx-20xx | Not Applicable | |
|---|---|---|
| FY 20xx-20xx | Not Applicable | |
| FY 20xx-20xx | Not Applicable |
C(2):
Disclosure only in case of transactions relating to any investment made by the listed entity or its subsidiary.
Not Applicable.
C (3) Disclosure only in case of transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary
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S. No. Particulars of the information Remarks
1. If guarantee, performance guarantee (in nature of Not Available
security/contractual commitment or which could have an impact in
monetary terms on the issuer of such guarantee), surety, indemnity or
comfort letter is given in connection with the borrowing by a related
party, provide latest credit rating of the related party
Note:
a. Standalone rating to be provided while option to provide structured
obligation rating (SO rating) and credit enhancement rating (CE rating), if
any.
b. This information may be provided to the extent it is available in the public
domain or as may be provided by the related party upon request.
2. Details of solvency status and going concern status of the
related party during the last three financial years:
FY 2024-2025 Going Concern
FY 2023-2024 Going Concern
FY 2022-2023 Going Concern
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| 3. | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee) surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. |
Rs 40.80 Cr upto 31/12/25 No provisions required to be made in books of accounts of listed entity or subsidiary. |
|---|---|---|
| 4. | Default on borrowings,if any, over the last three financial years, by the related party from the listed entity or any other person. Note: This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request. |
No |
C (4) Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary - Not Applicable.
C (5) Disclosure only in case of transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate – Not Applicable.
C (6) Disclosure only in case of transactions relating to payment of royalty – Not Applicable.
ANNEXURE ‘B’
PART-A
Minimum information of the proposed RPT, applicable to all RPTs
A (1): Basic details of the related party
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Sr. No. Particulars of the information Information provided by the management
1. Name of the related party SEJAL INTELLIGENT FAÇADE SOLUTIONS
PRIVATE LIMITED (“SIFSPL”)
2. Country of incorporation of the related India
party
3. Nature of business of the related party SIFSPL is engaged in the business of
manufacturing of Glass Façades.
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A(2). Relationship and ownership of the related party
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Sr. No. Particulars of the information Information provided by the management
1. Relationship between the listed Related Party by virtue of being a Promoter
entity/subsidiary [1] (in case of Group Company.
transaction involving the subsidiary)
and the related party – including nature
of its concern (financial or otherwise)
and the following:
Shareholding of the listed entity/
subsidiary (in case of transaction
NIL
involving the subsidiary), whether direct
or indirect, in the related party.
Where the related party is a
partnership firm or a sole
NA
proprietorship concern or a body
corporate without share capital, then
capital contribution, if any, made by the
listed entity/ subsidiary (in case of
transaction involving the subsidiary).
Shareholding of the related party, NIL
whether direct or indirect, in the listed
entity/ subsidiary (in case of transaction
involving the subsidiary).
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A (3):
Details of previous transactions with the related party.
| Sr. No. 1. 2. 3. |
Particulars of the information | Informationprovided by the management | Informationprovided by the management | Informationprovided by the management | |
|---|---|---|---|---|---|
| Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. (ANNEXURE - 1) |
S. N o. |
Nature of | FY 2024-2025 (INR) |
||
| Transactions | |||||
| 1 | Sale of Goods & Services |
Rs 2.19 Crores | |||
| 2 | Advancegiven | Rs 1.32 Crores | |||
| 3 | Reimbursement | Rs 0.14 Crores | |||
| 4 | Interest income | Rs 0.60 Crores | |||
| Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding thequarter in which the approval is sought. |
Rs 2.63 Crs. | ||||
| Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary duringthe last financialyear. |
NO |
A(4):
Amount of the proposed transaction(s).
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders. |
Aggregate value of all RPTs with SIFSPL not exceeding Rs 25 Cr. |
| 2. | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
YES |
| 3. | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately preceding financial year |
10.26% (Considering upper limit of Rs 25 Cr as basis). |
| 4. | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityis not apartyto the transaction) |
NA |
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5. Value of the proposed transactions as a 126.59%
percentage of the related party’s annual
consolidated turnover (if consolidated turnover is
not available, calculation to be made on standalone
turnover of related party) for the immediately
preceding financial year, if available.
6. Financial performance of the related party for
the immediately preceding financial year:
Turnover Rs 19.75 Crores
Profit After Tax Rs (6.38) Crores
Networth Rs (23.06) Crores
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A(5): Basic details of the proposed transaction
| Sr. No. | Particulars of the information Information provided by the management |
Particulars of the information Information provided by the management |
|---|---|---|
| 1. | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) Sale, Purchase, Supply of goods. Availing/rendering of services. Receipt of Interest on Loans & Advances. Lending. Other recurring transactions for furtherance of business. |
|
| 2. | Details of each type of the proposed transaction | All the above transactions will be carried on at arm’s length price. |
| 3. | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
F.Y. 2026-27 |
| 4. | Whether omnibus approval is beingsought? | NA |
| 5. | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. |
Not exceeding Rs.25 crores (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) |
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6. Justification as to why the RPTs proposed to be SIFSPL is a related party of your Company,
entered into are in the interest of the listed within the meaning of sub-section (76) of
entity section 2 of the Act and Regulation 2 (1) (zb)
of SEBI Listing Regulations by virtue of it
being a Promoter Group Company. Your
company does sale, purchase, provides /
receives services to / from them and also
provides financial support to them, which
are significant for expansion and growth of
your Company. The Board is of the opinion
that proposed transactions with above
related party is in the best interest of the
Company and the Members.
7. Details of the promoter(s)/ director(s) / key
managerial personnel of the listed entity who
have interest in the transaction, whether directly
or indirectly.
Explanation: Indirect interest shall mean interest
held through any
person over which an individual has control.
a. Name of the director / KMP None
b. Shareholding of the director / KMP, whether None
direct or
indirect, in the related party
8. A copy of the valuation or other external party Not Applicable
report, if any,
shall be placed before the Audit Committee.
9. Other information relevant for decision making. ---
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PART B
Information to be provided only if a specific type of RPT is proposed to be undertaken and is in addition to Part A.
B(1): Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
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Sr. No. Particulars of the information Information provided by
the management
1. Bidding or other process, if any, applied for choosing a party for No bidding and other
sale, purchase or supply of goods or services. procedures applied
2. Basis of determination of price. As mutually agreed between
both the parties
3. In case of Trade advance ( of upto 365 days or such period for which such NA
advances are extended as per normal trade practice )
, if any, proposed to be extended to the related party in relation to
the transaction, specify the following:
a. Amount of Trade advance
b. Tenure
c. Whether same is self-liquidating?
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B(2): - Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter corporate deposits given by the listed entity or its subsidiary
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Source of funds in connection with the proposed transaction.Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/housing finance companies. |
Promoter Funding/ Internal Accruals/ Issue of Shares and Securities |
| 2. | Where any financial indebtedness is incurred to give loan, inter- corporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies . |
NA |
| a. Nature of indebtedness | ||
| b. Total cost of borrowing | ||
| c. Tenure | ||
| d. Other details | ||
| 3. | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: (1) This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies. (2) Disclosure shall be made of borrowings undertaken by the listed entity |
8%-10% |
| with a comparable maturity profile to the loan/ICD being granted by the _listed entity. _ |
||
|---|---|---|
| 4. | Proposed interest rate to be charged by listed entity or its subsidiaryfrom the relatedparty. |
10%-13% |
| 5. | Maturity / due date | Payable within 5 years |
| 6. | Repayment schedule & terms | Payable within 5 years |
| 7. | Whether secured or unsecured? | Unsecured |
| 8. | If secured, the nature of security & security coverage ratio | NA |
| 9. | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction. |
Principal business activities and Expansion of the business |
B(3)
Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary
Not Applicable .
B(4):
Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary.
Not Applicable.
B (5): Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary.
Not Applicable .
B(6): Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate.
Not Applicable .
B(7) :
Disclosure only in case of transactions relating to payment of royalty
Not Applicable .
PART C
Information to be provided only if a specific type of RPT mentioned below proposed to be undertaken is a material RPT and is in addition to Part A and B .
Not Applicable
ANNEXURE ‘C’
PART ‘A’
Minimum information of the proposed RPT, applicable to all RPTs
A(1): Basic details of the related party.
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Sr. No. Particulars of the information Information provided by the management
1. Name of the related party Sejal Glass Ventures LLP
(“SGVLLP”)
2. Country of incorporation of the related party India
3. Nature of business of the related party Trading Business
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A(2). Relationship and ownership of the related party
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Sr. No. Particulars of the information Information provided by the management
1. Relationship between the listed Associate of the Company
entity/subsidiary [1] (in case of transaction
involving the subsidiary) and the related
party – including nature of its concern
(financial or otherwise) and the following:
Shareholding of the listed entity/
subsidiary (in case of transaction involving
44.99% interest.
the subsidiary), whether direct or indirect, in
the related party.
Where the related party is a
partnership firm or a sole proprietorship
Capital Investment of Rs 5.01 crores.
concern or a body corporate without
share capital, then capital contribution, if
any, made by the listed entity/ subsidiary
(in case of transaction involving the
subsidiary).
NIL
Shareholding of the related party,
whether direct or indirect, in the listed
entity/ subsidiary (in case of transaction
involving the subsidiary).
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A (3): Details of previous transactions with the related party
| S. No. | Particulars of the information | Remarks | |||
|---|---|---|---|---|---|
| 1. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. (ANNEXURE - 1) |
Sr. No |
Nature of | FY 2024-2025 (INR) |
|
| Transactions | |||||
| 1 | Interest Received | Rs 0.29 crores | |||
| 2 | Share ofprofit | Rs 0.09 crores | |||
| 2. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. |
Rs 11.61 Cr | |||
| 3. | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financialyear. |
NO |
A( 4): Amount of the proposed transaction(s)
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Sr. No. Particulars of the information Information provided by the
management
1. Amount of the proposed transactions being placed for approval in the Aggregate value of all RPTs
meeting of the Audit Committee/ shareholders. with SGVLLP not exceeding
Rs 50 Cr.
2. Whether the proposed transactions taken together with the YES
transactions undertaken with the related party during the current
financial year would render the proposed transaction a material RPT?
3. Value of the proposed transactions as a percentage of the listed entity’s 20.53%
annual consolidated turnover for the immediately preceding financial (Considering upper limit of
year Rs 50 Cr as basis).
4. Value of the proposed transactions as a percentage of subsidiary’s annual NA
standalone turnover for the immediately preceding financial year (in case
of a transaction involving the subsidiary and where the listed entity is not
a party to the transaction)
5. Value of the proposed transactions as a percentage of the related 21856%
party’s annual consolidated turnover (if consolidated turnover is not
available, calculation to be made on standalone turnover of related party)
for the immediately preceding financial year, if available.
6. Financial performance of the related party for the immediately FY 24-25
preceding financial year:
Turnover Rs 0.23 crores
Profit After Tax Rs 0.20 crores
Net-worth Rs 49.59 crores
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A( 5): Basic details of the proposed transaction
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Sale, Purchase, Supply of goods /materials. Availing/rendering of services. Corporate guarantee Commission/ Royalty. Investments, Capital Contribution, borrowings, lending, corporate guarantees. Sharing of Profit or Loss of LLP & Other recurring transactions for furtherance of business. |
| 2. | Details of each type of the proposed transaction | All the above transactions will be carried on at arm’s length price. |
| 3. | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
F.Y 2026-27 |
| 4. | Whether omnibus approval is beingsought? | NA |
| 5. | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break- up financial year-wise. |
Not exceeding Rs. 50 crores (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) |
| 6. | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
SGV LLP is a related party of your Company, within the meaning of sub- section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations by virtue of it being the Associate of your Company. Your company does sale, purchase, provides / receives services to / from them and also provides financial support including Guarantee to them, which are significant for expansion and growth of your Company. The Board is of the opinion that proposed transactions with above related party is in the best interest of the Company |
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and the Members.
7. Details of the promoter(s)/ director(s) / key managerial
personnel of the listed entity who have interest in the
transaction, whether directly or indirectly.
Explanation: Indirect interest shall mean interest held
through any
person over which an individual has control.
a. Name of the director / KMP Mr. Surji D. Chheda
Mr. Jiggar L. Savla
b. Shareholding of the director / KMP, whether direct None
or
indirect, in the related party
8. A copy of the valuation or other external party report, if Not Applicable
any,
shall be placed before the Audit Committee.
9. Other information relevant for decision making. ---
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PART B
Information to be provided only if a specific type of RPT is proposed to be undertaken and is in addition to Part A.
B(1):
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances.
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Sr. No. Particulars of the information Information provided by
the management
1. Bidding or other process, if any, applied for choosing a party for No bidding and other
sale, purchase or supply of goods or services. procedures applied
2. Basis of determination of price. As mutually agreed between
both the parties
3. In case of Trade advance (of up to 365 days or such period for which NA
such advances are extended as per normal trade practice)
, if any, proposed to be extended to the related party in relation to the
transaction, specify the following:
a. Amount of Trade advance
b. Tenure
c. Whether same is self-liquidating?
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B(2): - Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter corporate deposits given by the listed entity or its subsidiary .
NOT APPLICABLE
B(3): Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary
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Sr. No. Particulars of the information Information provided by
the management
1. Source of funds in connection with the proposed transaction. Note: Promotor / Promotor Group
This item of disclosure is not applicable to listed banks/ Funding
NBFCs/insurance companies/ housing finance companies.
2. Where any financial indebtedness is incurred to make investment, Yes
specify the following:
Note: This item of disclosure is not applicable to listed banks/ NBFCs
/insurance companies/housing finance companies.
a. Nature of indebtedness Promotor / Promotor
Group Funding
b. Total cost of borrowing 8%-10%
c. Tenure Payable within 5 years
d. Other details ---
3. Purpose for which funds shall be utilized by the investee Principal business activities
company.
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- Material terms of the proposed transaction ---
B(4):
Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary.
NOT APPLICABLE
B(5):
Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary.
NOT APPLICABLE
B(6):
Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate
NOT APPLICABLE
B(7):
Disclosure only in case of transactions relating to payment of royalty.
NOT APPLICABLE
PART-C
Information to be provided only if a specific type of RPT mentioned below proposed to be undertaken is a material RPT and is in addition to Part A and B
C(1):
- Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter corporate deposits given by the listed entity or its subsidiary
NOT APPLICABLE
C(2):
Disclosure only in case of transactions relating to any investment made by the listed entity or its subsidiary.
| Sr. No. Particulars of the information |
Sr. No. Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Latest credit rating of the related party Note: a. Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any. b. This shall be applicable in case of investment in debt securities. |
Not Applicable |
| 2. | Whether any regulatory approval is required. If yes, whether the same has been obtained. |
Not Applicable |
C(3):
Disclosure only in case of transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary.
NOT APPLICABLE
C(4): Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary.
Not Applicable.
C(5):
Disclosure only in case of transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate.
NOT APPLICABLE
C(6): Disclosure only in case of transactions relating to payment of royalty NOT APPLICABLE
ANNEXURE ‘D’
PART-A
Minimum information of the proposed RPT, applicable to all RPTs
A (1): Basic details of the related party
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Sr. No. Particulars of the information Information provided by the
management
1. Name of the related party Dilesh Roadlines Private
Limited. (“DRPL”)
2. Country of incorporation of the related party India
3. Nature of business of the related party Logistics Business
A(2):
Relationship and ownership of the related party
Sr. No. Particulars of the information Information provided by the
management
1. Relationship between the listed Related Party by virtue of being a
entity/subsidiary [1] (in case of transaction Promoter Group Company.
involving the subsidiary) and the related
party – including nature of its concern NA
(financial or otherwise) and the following:
Shareholding of the listed entity/
subsidiary (in case of transaction involving
NA
the subsidiary), whether direct or indirect, in the
related party.
Where the related party is a
41% of Equity share Capital as on
partnership firm or a sole proprietorship
31/12/25 directly and indirectly
concern or a body corporate without share
capital, then capital contribution, if any,
made by the listed entity/ subsidiary (in
case of transaction involving the subsidiary).
Shareholding of the related party, whether
direct or indirect, in the listed entity/
75% of Preference Share Capital of
subsidiary (in case of transaction involving the
the listed company.
subsidiary).
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A(3): Details of previous transactions with the related party
| Sr. No. | Particulars of the information | Information provided by the management |
Information provided by the management |
|
|---|---|---|---|---|
| 1. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. (ANNEXURE - 1) |
Sr. No |
Nature of | FY 2024- 2025 (INR) |
| Transactions | ||||
| 1 | Inter corporate deposit taken |
Rs 10.70 Crores |
||
| 2 | Interestpaid | Rs 1.17 Crores |
||
| 2. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. |
Rs 3.03 Crs | ||
| 3. | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year. |
NO |
A (4): Amount of the proposed transaction(s)
| Sr. No. Particulars of the information |
Sr. No. Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders. |
Aggregate value of all RPTs with DRPL not exceeding Rs 75 Cr. |
| 2. | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes |
| 3. | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
30.79% (Considering upper limit of Rs 75 Cr as basis). |
| 4. | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed entityis not apartyto the transaction) |
NA |
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5. Value of the proposed transactions as a 216.89%
percentage of the related party’s annual
consolidated turnover (if consolidated turnover is
not available, calculation to be made on standalone
turnover of related party) for the immediately
preceding financial year, if available.
6. Financial performance of the related party for FY 24-25
the immediately preceding financial year:
Turnover Rs 34.58 Crores
Profit After Tax Rs 12.94 Crores
Networth Rs 230.80 Crores
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A(5): Basic details of the proposed transaction
| Sr. No. | Particulars of the information | Informationprovided by the management |
|---|---|---|
| 1. | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Availing/rendering of services. Payment of Interest on loan. Borrowings/corporate guarantees. Corporate guarantee commission. Other recurring transactions for furtherance of business. |
| 2. | Details of each type of the proposed transaction |
All the above transactions will be carried on at arm’s length price. |
| 3. | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
Up to 31-3-2027 |
| 4. | Whether omnibus approval is beingsought? | NA |
| 5. | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year- wise. |
Not exceeding Rs.75 crores (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) |
| 6. | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
DRPL is a related party of your Company, within the meaning of sub-section (76) of section 2 of the Act and Regulation 2 (1) (zb) of SEBI Listing Regulations by virtue of it being the Promoter of your Company. Your company provides / receives services to / from them and also availed financial support from them, which are significant for expansion and growth of your Company. The Board is of the opinion that proposed transactions with above related party is in the best interest of the Company and the Members. |
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7. Details of the promoter(s)/ director(s) / key
managerial personnel of the listed entity who
have interest in the transaction, whether
directly or indirectly.
Explanation: Indirect interest shall mean
interest held through any
person over which an individual has control.
a. Name of the director / KMP None
b. Shareholding of the director / KMP, None
whether direct or
indirect, in the related party
8. A copy of the valuation or other external Not Applicable
party report, if any,
shall be placed before the Audit Committee.
9. Other information relevant for decision ---
making.
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PART B Information to be provided only if a specific type of RPT is proposed to be undertaken and is in addition to Part A.
B(1) Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances –
Not Applicable .
B(2) Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed entity or its subsidiary –
Not Applicable .
B(3) Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary. Not Applicable.
B(4) Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary.
Not Applicable .
B (5) Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary
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----- Start of picture text -----
Sr. No. Particulars of the information Information provided by the
management
1. Material covenants of the proposed transaction Loan can be prepaid without any
prepayment charges
2. Interest rate ( in terms of numerical value or base rate
8%-10%
and
applicable spread )
3. Cost of borrowing 8%-10%
Note: This shall include all costs associated with the
borrowing
4. Maturity / due date Payable within 3 Years
5. Repayment schedule & terms Payable within 3 Years
6. Whether secured or unsecured Unsecured
7. If secured, the nature of security & security coverage NA
ratio
8. The purpose for which the funds will be utilized by Principal business activities and
the listed entity Growth and Expansion
/ subsidiary
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B (6) Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate –
Not Applicable .
B (7) Disclosure only in case of transactions relating to payment of royalty –
Not Applicable.
PART C -
Disclosure under Part C of Industry Standards Notes as issued by ISF is not required as the nature of related party transactions are not covered under the said requirements.
C (1) Disclosure only in case of transactions relating to any loans and advances (other than trade advances), intercorporate deposits given by the listed entity or its subsidiary
Not Applicable .
C (2) Disclosure only in case of transactions relating to any investment made by the listed entity or its subsidiary.
Not Applicable .
C (3) Disclosure only in case of transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary
Not Applicable.
C(4):
Disclosure only in case of transactions relating to borrowing by the listed entity or its subsidiary
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Sr. No. Particulars of the information Information provided by the
management
1. Debt to Equity Ratio of the listed entity or its subsidiary
based on last audited financial statements
Note: This shall not be applicable to listed
banks/NBFC/insurance companies/housing finance companies.
a. Before transaction 4.16
b. After transaction 4.95
2. Debt Service Coverage Ratio of the listed entity or its
subsidiary based on last audited financial statements
Note: This shall not be applicable to listed
banks/NBFC/insurance companies/ housing finance
companies.
a. Before transaction 1.57
b. After transaction 0.55
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- Considering upper limit of Rs 75 Crores as basis.
C (5) Disclosure only in case of transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate –
Not Applicable.
C (6) Disclosure only in case of transactions relating to payment of royalty – Not Applicable.
ANNEXURE ‘E’
PART-A
MINIMUM INFORMATION OF THE PROPOSED RPT, APPLICABLE TO ALL RPTS
A(1): Basic details of the related party
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Sr. No. Particulars of the information Information provided by the
management
1. Name of the related party Dilesh Logistics (India) Private
Limited. (“DLIPL”)
2. Country of incorporation of the related party India
3. Nature of business of the related party Logistics Business
A(2):
Relationship and ownership of the related party
S. No. Particulars of the information Information provided by the
management
1. Relationship between the listed Related Party by virtue of being a
entity/subsidiary [1] (in case of transaction Promoter Group Company
involving the subsidiary) and the related party
– including nature of its concern (financial or
otherwise) and the following:
Shareholding of the listed entity/
subsidiary (in case of transaction involving the
0% Shareholding
subsidiary), whether direct or indirect, in the
related party.
Where the related party is a partnership
firm or a sole proprietorship concern or a
NA
body corporate without share capital, then
capital contribution, if any, made by the listed
entity/ subsidiary (in case of transaction
involving the subsidiary).
Shareholding of the related party, whether
direct or indirect, in the listed entity/ subsidiary
25% of Preference Share Capital of the
(in case of transaction involving the subsidiary).
listed company.
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A(3). Details of previous transactions with the related party Not Applicable.
A(4):
Amount of the proposed transaction(s)
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Sr. No. Particulars of the information Information provided by the
management
1. Amount of the proposed transactions being placed for Aggregate value of all RPTs with
approval in the meeting of the Audit Committee/ DLIPL not exceeding Rs 20 Cr.
shareholders.
2. Whether the proposed transactions taken together NO
with the transactions undertaken with the related party
during the current financial year would render the
proposed transaction a material RPT?
3. Value of the proposed transactions as a percentage of the 8.21%
listed entity’s annual consolidated turnover for the (Considering upper limit of Rs
immediately preceding financial year 20 Cr as basis).
4. Value of the proposed transactions as a percentage of NA
subsidiary’s annual standalone turnover for the
immediately preceding financial year (in case of a
transaction involving the subsidiary and where the listed
entity is not a party to the transaction)
5. Value of the proposed transactions as a percentage of 1117.32%
the related party’s annual consolidated turnover (if
consolidated turnover is not available, calculation to be
made on standalone turnover of related party) for the
immediately preceding financial year, if available.
6. Financial performance of the related party for the FY 24-25
immediately preceding financial year:
Turnover Rs 1.79 Crores
Profit After Tax Rs 1.13 Crores
Networth Rs 26.09 Crores
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A(5): Basic details of the proposed transaction
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S. No. Particulars of the information Information provided by the
management
1. Specific type of the proposed transaction (e.g. sale of Availing/rendering of services.
goods/services, purchase of goods/services, giving loan, Borrowings/Payment of
borrowing etc.) Interest on Loans.
Other recurring transactions for
furtherance of business.
2. Details of each type of the proposed transaction All the above transactions will be
carried on at arm’s length price.
3. Tenure of the proposed transaction (tenure in F.Y 2026-27
number of
years or months to be specified)
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4. Whether omnibus approval is being sought? NA
5. Value of the proposed transaction during a financial year. Not exceeding Rs. 20 crores
If the proposed transaction will be executed over (whether by way of an
more than one financial year, provide estimated break-up individual transaction or
financial year-wise. transactions taken together or
series of transactions or
otherwise)
6. Justification as to why the RPTs proposed to be entered DLIPL is a related party of your
into are in the interest of the listed entity Company, within the meaning of
sub-section (76) of section 2 of the
Act and Regulation 2 (1)(zb) of
SEBI Listing Regulations. Your
company provides / receives
services to / from them and
has/may also avail financial
support from them, which are
significant for expansion and
growth of your Company. The
Board is of the opinion that
proposed transactions with
above related party is in the best
interest of the Company and the
Members.
7. Details of the promoter(s)/ director(s) / key managerial
personnel of the listed entity who have interest in the
transaction, whether directly or indirectly.
Explanation: Indirect interest shall mean interest held
through any
person over which an individual has control.
a. Name of the director / KMP None
b. Shareholding of the director / KMP, whether direct or None
indirect, in the related party
8. A copy of the valuation or other external party report, if Not Applicable
any,
shall be placed before the Audit Committee.
9. Other information relevant for decision making. ---
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PART B Information to be provided only if a specific type of RPT is proposed to be undertaken and is in addition to Part A.
B (1 ) Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances –
NOT APPLICABLE
B (2) Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed entity or its subsidiary –
NOT APPLICABLE
B (3) Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary
NOT APPLICABLE
B (4) Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary.
NOT APPLICABLE
B (5) Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary
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S. No. Particulars of the information Information provided
by the management
1. Material covenants of the proposed transaction Loan can be prepaid without
any prepayment charges
2. Interest rate ( in terms of numerical value or base rate and
8% -10%
applicable spread)
3. Cost of borrowing Same interest rate
Note: This shall include all costs associated with the borrowing
4. Maturity / due date Payable within 3 Years
5. Repayment schedule & terms Payable within 3 Years
6. Whether secured or unsecured Unsecured
7. If secured, the nature of security & security coverage ratio ---
8. The purpose for which the funds will be utilized by the listed entity Principal business activities
/ Subsidiary and Growth and Expansion
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B (6) Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate
NOT APPLICABLE
B (7) Disclosure only in case of transactions relating to payment of royalty
NOT APPLICABLE
PART C -
Disclosure under Part C of Industry Standards Notes as issued by ISF is not required as the nature of related party transactions are not covered under the said requirements.
ANNEXURE ‘F’
PART-A
MINIMUM INFORMATION OF THE PROPOSED RPT, APPLICABLE TO ALL RPTS
| A(1): | |||
|---|---|---|---|
| Basic details | of the related party | ||
| Sr. No. | Particulars of the information | Information provided by the management |
|
| 1. | Name of the related party | Alchemie Financial Services Limited. (“AFSL”) |
|
| 2. | Countryof incorporation of the relatedparty | India | |
| 3. | Nature of business of the relatedparty | Financial Services |
A(2): Relationship and ownership of the related party
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Sr. No. Particulars of the information Information provided by the
management
1. Relationship between the listed entity/subsidiary [1] Related Party by virtue of being a
(in case of transaction involving the subsidiary) and Promoter Group Company.
the related party – including nature of its concern
(financial or otherwise) and the following:
Shareholding of the listed entity/ subsidiary (in
NIL
case of transaction involving the subsidiary), whether
direct or indirect, in the related party.
Where the related party is a partnership firm
or a sole proprietorship concern or a body corporate
NA
without share capital, then capital contribution, if any,
made by the listed entity/ subsidiary (in case of
transaction involving the subsidiary).
Shareholding of the related party, whether direct or NIL
indirect, in the listed entity/ subsidiary (in case of
transaction involving the subsidiary).
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A(3): Details of previous transactions with the related party
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Sr. No. Particulars of the information Information provided by the
management
1. Total amount of all the transactions undertaken by the
listed entity or subsidiary with the related party during S. Nature of FY 2024-2025
the last financial year. (ANNEXURE - 1) N Transactions (INR)
o.
Inter corporate
1 deposit taken Rs 4.75 Crores
2 Interest paid Rs 0.19 Crores
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| 2. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. Rs 3.14 Cr |
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. Rs 3.14 Cr |
|---|---|---|
| 3. | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiaryduringthe last financialyear. |
NO |
A(4): Amount of the proposed transaction(s)
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Sr. No. Particulars of the information Information provided by the
management
1. Amount of the proposed transactions being placed for approval in the Aggregate value of all RPTs
meeting of the Audit Committee/ shareholders. with AFSL not exceeding Rs
20 Cr.
2. Whether the proposed transactions taken together with the NO
transactions undertaken with the related party during the current
financial year would render the proposed transaction a material RPT?
3. Value of the proposed transactions as a percentage of the listed entity’s 8.21%
annual consolidated turnover for the immediately preceding financial (Considering upper limit of
year Rs 20 Cr as basis).
4. Value of the proposed transactions as a percentage of subsidiary’s annual NA
standalone turnover for the immediately preceding financial year (in case
of a transaction involving the subsidiary and where the listed entity is not
a party to the transaction)
5. Value of the proposed transactions as a percentage of the related party’s 111.79%
annual consolidated turnover (if consolidated turnover is not available,
calculation to be made on standalone turnover of related party) for the
immediately preceding financial year, if available.
6. Financial performance of the related party for the immediately preceding FY 24-25
financial year:
Turnover Rs 17.89 Crores
Profit After Tax Rs 1.18 Crores
Networth Rs 63.07 Crores
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A(5) Basic details of the proposed transaction
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Sr. No. Particulars of the information Information provided by the
management
1. Specific type of the proposed transaction (e.g. sale of Availing/rendering of services.
goods/services, purchase of goods/services, giving loan, Borrowings/Payment of Interest on
borrowing etc.) Loans.
Other recurring transactions for
furtherance of business.
2. Details of each type of the proposed transaction All the above transactions will be
carried on at arm’s length price.
3. Tenure of the proposed transaction (tenure in number F.Y 2026-27
of
years or months to be specified)
4. Whether omnibus approval is being sought? NA
5. Value of the proposed transaction during a financial year. Not exceeding Rs.20 crores
If the proposed transaction will be executed over more (whether by way of an individual
than one financial year, provide estimated break-up transaction or transactions taken
financial year-wise. together or series of transactions or
otherwise)
6. Justification as to why the RPTs proposed to be entered AFSL is a related party of your
into are in the interest of the listed entity Company, within the meaning of
sub-section (76) of section 2 of the
Act and Regulation 2 (1)(zb) of SEBI
Listing Regulations. Your company
provides / receives services to /
from them and has/may also avail
financial support from them, which
are significant for expansion and
growth of your Company. The
Board is of the opinion that
proposed transactions with above
related party is in the best interest of
the Company and the Members.
7. Details of the promoter(s)/ director(s) / key managerial
personnel of the listed entity who have interest in the
transaction, whether directly or indirectly.
Explanation: Indirect interest shall mean interest held
through any
person over which an individual has control.
a. Name of the director / KMP None
b. Shareholding of the director / KMP, whether direct or None
indirect, in the related party
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| 8. | A copy of the valuation or other external party report, if any, shall beplaced before the Audit Committee. |
Not Applicable |
|---|---|---|
| 9. | Other information relevant for decision making. | --- |
PART B Information to be provided only if a specific type of RPT is proposed to be undertaken and is in addition to Part A.
B (1) Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances.
NOT APPLICATE
B (2) Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed entity or its subsidiary
NOT APPLICATE
B (3) Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary.
NOT APPLICABLE
B (4) Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary.
NOT APPLICABLE
B(5):
Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary
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Sr. No. Particulars of the information Information provided by the
management
1. Material covenants of the proposed transaction Loan can be prepaid without any
prepayment charges
2. Interest rate ( in terms of numerical value or base
8%-10%
rate and
applicable spread )
3. Cost of borrowing
Note: This shall include all costs associated with the 8%-10%
borrowing
4. Maturity / due date Payable within 3 Years
5. Repayment schedule & terms Payable within 3 Years
6. Whether secured or unsecured Unsecured
7. If secured, the nature of security & security NA
coverage ratio
8. The purpose for which the funds will be utilized Principal business activities and Growth and
by the listed entity Expansion
/ subsidiary
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B (6) Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associates.
NOT APPLICABLE
B (7) Disclosure only in case of transactions relating to payment of royalty
NOT APPLICABLE
PART C
Disclosure under Part C of Industry Standards Notes as issued by ISF is not required as the nature of related party transactions are not covered under the said requirements.
ANNEXURE ‘G’
PART-A
MINIMUM INFORMATION OF THE PROPOSED RPT, APPLICABLE TO ALL RPTS
A(1) Basic details of the related party
| Sr. No. Particulars of the information |
Sr. No. Particulars of the information |
Information provided by the management |
|---|---|---|
| 1. Name of the related party |
Mr. Chandrakant Vallabhaji Gogri. (CVG) |
|
| 2. Countryof incorporation of the relatedparty |
India | |
| 3. Nature of business of the relatedparty |
Entrepreneur | |
| A(2): Relationship and ownership of the related party |
||
| Sr. No. | Particulars of the information | Information provided by the management |
| Relationship between the listed entity/subsidiary1(in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
Related Party by virtue of being a Promoter Group Company. NA NA 41% of shareholding as on 31/12/25 directly and indirectly. |
A (3): Details of previous transactions with the related party
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party duringthe lastfinancialyear. (ANNEXURE - 1) |
Personal Guarantee provided for the borrowing of the listed entity amounting to Rs 57.8 Crores. |
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| 2. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in thecurrent financial year up to the quarter immediately preceding the quarter in which the approval is sought. Rs 90.8 Crores |
|
| 3. | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiaryduringthe last financialyear. |
NO |
A(4). Amount of the proposed transaction(s)
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Sr. No. Particulars of the information Information provided by the
management
1. Amount of the proposed transactions being placed for Aggregate value of all RPTs with
approval in the meeting of the Audit Committee/ CVG not exceeding Rs 100 Cr.
shareholders.
2. Whether the proposed transactions taken Yes
together with the transactions undertaken with the
related party during the current financial year would
render the proposed transaction a material RPT?
3. Value of the proposed transactions as a percentage of 41.05%
the listed entity’s annual consolidated turnover for the (Considering upper limit of Rs 100
immediately preceding financial year Cr as basis).
4. Value of the proposed transactions as a percentage of NA
subsidiary’s annual standalone turnover for the
immediately preceding financial year (in case of a
transaction involving the subsidiary and where the
listed entity is not a party to the transaction)
5. Value of the proposed transactions as a percentage 0%
of the related party’s annual consolidated turnover (if
consolidated turnover is not available, calculation to be
made on standalone turnover of related party) for the
immediately preceding financial year, if available.
6. Financial performance of the related party for the FY 24-25
immediately preceding financial year:
Turnover NA
Profit After Tax NA
Networth NA
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A(5): Basic details of the proposed transaction
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S. No. Particulars of the information Information provided by the
management
1. Specific type of the proposed transaction (e.g. sale of Avail Personal Guarantee/s
goods/services, purchase of goods/services, giving for the business or
loan, borrowing etc.) borrowings.
Payment of Commission
towards issue of Guarantee.
2. Details of each type of the proposed transaction All the above transactions will be
carried on at arm’s length price.
3. Tenure of the proposed transaction (tenure in FY. 2026 -27
number of
years or months to be specified)
4. Whether omnibus approval is being sought? NA
5. Value of the proposed transaction during a financial Not exceeding Rs.100 crores
year. (whether by way of an individual
If the proposed transaction will be executed over transaction or transactions taken
more than one financial year, provide estimated together or series of transactions
break-up financial year-wise. or otherwise)
6. Justification as to why the RPTs proposed to be Mr. Chandrakant Gogri is a related
entered into are in the interest of the listed entity party of your Company, within the
meaning of sub-section (76) of
section 2 of the Act and Regulation 2
(1)(zb) of SEBI Listing Regulations
by virtue of him being a part of the
Promoter Group of your Company .
Mr. Gogri has Provided Personal
Guarantee against the loans availed
by your Company & shall require
additional guarantees against the
loans proposed to be obtained which
are significant for expansion and
growth of your Company. The Board
is of the opinion that proposed
transactions with above related party
is in the best interest of the Company
and the Members.
7. Details of the promoter(s)/ director(s) / key
managerial personnel of the listed entity who have
interest in the transaction, whether directly or
indirectly.
Explanation: Indirect interest shall mean interest held
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through any
person over which an individual has control.
a. Name of the director / KMP Not Applicable
b. Shareholding of the director / KMP, whether Not Applicable
direct or
indirect, in the related party
8. A copy of the valuation or other external party report, Not Applicable
if any,
shall be placed before the Audit Committee.
9. Other information relevant for decision making. ---
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PART B
Information to be provided only if a specific type of RPT is proposed to be undertaken and is in addition to Part A.
Not Applicable .
PART C
Information to be provided only if a specific type of RPT mentioned below proposed to be undertaken is a material RPT and is in addition to Part A and B.
Not Applicable .
ANNEXURE ‘H’
PART-A MINIMUM INFORMATION OF THE PROPOSED RPT, APPLICABLE TO ALL RPTS
A(1). Basic details of the related party
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Sr. No. Particulars of the information Information provided by the
management
1. Name of the related party Alchemie Developers Private
Limited. (“ADPL”)
2. Country of incorporation of the related party India
3. Nature of business of the related party ADPL is engaged in the
business of Real Estate
Development & Construction
activities.
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A(2). Relationship and ownership of the related party
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----- Start of picture text -----
S. No. Particulars of the information Information provided by the
management
1. [1] (in case of Related Party by virtue of being
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| A(2). Relationship and ownership of the related party |
A(2). Relationship and ownership of the related party |
A(2). Relationship and ownership of the related party |
|---|---|---|
| S. No. Particulars of the information Information provided by the management |
||
| 1. | Relationship between the listed entity/subsidiary1(in case of | Related Party by virtue of being |
transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
a Promoter Group Company. NIL NA NIL |
Not Applicable
A(3). Details of previous transactions with the related party.
A(4).
Amount of the proposed transaction(s)
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S. No. Particulars of the information Information provided by the
management
1. Amount of the proposed transactions being placed for approval Aggregate value of all RPTs with
in the meeting of the Audit Committee/ shareholders. ADPL not exceeding Rs 20 Crs.
2. Whether the proposed transactions taken together with NO
the transactions undertaken with the related party during the
current financial year would render the proposed transaction a
material RPT?
3. Value of the proposed transactions as a percentage of the listed 8.21%
entity’s annual consolidated turnover for the immediately Considering upper limit of Rs 20 Cr as
preceding financial year basis).
4. Value of the proposed transactions as a percentage of NA
subsidiary’s annual standalone turnover for the immediately
preceding financial year (in case of a transaction involving the
subsidiary and where the listed entity is not a party to the
transaction)
5. Value of the proposed transactions as a percentage of the related 0%
party’s annual consolidated turnover (if consolidated turnover is
not available, calculation to be made on standalone turnover of
related party) for the immediately preceding financial year, if
available.
6. Financial performance of the related party for the immediately FY 24-25
preceding financial year:
Turnover Nil
Profit After Tax Rs (0.07) Crores
Networth Rs 16.03 Crores
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A(5). Basic details of the proposed transaction
| Sr. No. Particulars of the information |
Sr. No. Particulars of the information |
Informationprovided by the management |
|---|---|---|
| 1. | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Sale, Purchase, Supply of goods. Availing/rendering of services. Receipt & Payment of Interest on Loans & Advances Borrowings & Lending. Other recurring transactions for furtherance of business. |
| 2. | Details of each type of the proposed transaction | All the above transactions will be carried on at arm’s length price. |
| 3. | Tenure of the proposed transaction (tenure in number of years or months to be specified) |
FY. 2026-27 |
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4. Whether omnibus approval is being sought? NA
5. Value of the proposed transaction during a Not exceeding Rs. 20 crores (whether by way of an
financial year. individual transaction or transactions taken
If the proposed transaction will be executed together or series of transactions or otherwise)
over more than one financial year, provide
estimated break-up financial year-wise.
6. Justification as to why the RPTs proposed to be ADPL is a related party of your Company, within the
entered into are in the interest of the listed entity meaning of sub-section (76) of section 2 of the Act and
Regulation 2 (1) (zb) of SEBI Listing Regulations by
virtue of it being a Promoter Group Company. Your
company does sale, purchase, provides / receives
services to / from them and also provides financial
support to them, which are significant for expansion
and growth of your Company. The Board is of the
opinion that proposed transactions with above
related party is in the best interest of the Company
and the Members.
7. Details of the promoter(s)/ director(s) / key
managerial personnel of the listed entity who have
interest in the transaction, whether directly or
indirectly.
Explanation: Indirect interest shall mean interest
held through any
person over which an individual has control.
a. Name of the director / KMP None
b. Shareholding of the director / KMP, whether None
direct or
indirect, in the related party
8. A copy of the valuation or other external party Not Applicable
report, if any,
shall be placed before the Audit Committee.
9. Other information relevant for decision making. ---
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PART B
Information to be provided only if a specific type of RPT is proposed to be undertaken and is in addition to Part A.
B(1)
Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
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Sr. No. Particulars of the information Information provided by
the management
1. Bidding or other process, if any, applied for choosing a party for No bidding and other
sale, purchase or supply of goods or services. procedures applied
2. Basis of determination of price. As mutually agreed between
both the parties
3. In case of Trade advance ( of up to 365 days or such period for which such NA
advances are extended as per normal trade practice)
, if any, proposed to be extended to the related party in relation to
the transaction, specify the following:
a. Amount of Trade advance
b. Tenure
c. Whether same is self-liquidating?
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B(2): Disclosure only in case of transactions relating to loans and advances (other than trade advances) or intercorporate deposits given by the listed entity or its subsidiary.
| Sr. No. | Particulars of the information | Information provided by the management |
|---|---|---|
| 1. | Source of funds in connection with the proposed transaction.Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/housing finance companies. |
Promoter Funding/ Internal Accruals. |
| 2. | Where any financial indebtedness is incurred to give loan, inter-corporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies . |
NA |
| a. Nature of indebtedness | ||
| b. Total cost of borrowing | ||
| c. Tenure | ||
| d. Other details | ||
| 3. | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. Note: This item of disclosure is not applicable to listed banks/ NBFCs/insurance companies/ housing finance companies. Disclosure shall be made of borrowings undertaken by the listed entity with a |
8%-10% |
| _comparable maturity profile to the loan/ICD being granted by the listed entity. _ | ||
|---|---|---|
| 4. | Proposed interest rate to be charged by listed entity or its subsidiaryfrom the relatedparty. |
8%-10% |
| 5. | Maturity /due date | Payable within 3years |
| 6. | Repayment schedule & terms | Payable within 3years |
| 7. | Whether secured or unsecured? | Unsecured |
| 8. | If secured, the nature of security & security coverage ratio | NA |
| 9. | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction. |
Principal business activities and Expansion of the business |
B(3):
Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary.
Not Applicable .
B(4):
Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary.
Not applicable.
B(5):
Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary
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Sr. No. Particulars of the information Information provided by
the management
1. Material covenants of the proposed transaction Loan can be prepaid without
any prepayment charges
2. Interest rate ( in terms of numerical value or base rate and
8-10%
applicable spread )
3. Cost of borrowing
Note: This shall include all costs associated with the borrowing Same interest rate
4. Maturity / due date Payable within 3 Years
5. Repayment schedule & terms Payable within 3 Years
6. Whether secured or unsecured Unsecured
7. If secured, the nature of security & security coverage ratio NA
8. The purpose for which the funds will be utilized by the listed entity Principal business activities and
/ subsidiary Growth and Expansion
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B(6):
Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate.
Not Applicable.
B(7): Disclosure only in case of transactions relating to payment of royalty.
Not Applicable.
PART C -
Disclosure under Part C of Industry Standards Notes as issued by ISF is not required as the nature of related party transactions are not covered under the said requirements.