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SHRISTI INFRASTRUCTURE DEVELOPMENT CORPORATION LTD. — Proxy Solicitation & Information Statement 2026
Mar 16, 2026
61426_rns_2026-03-16_f7ac2b10-2566-4937-a5d8-c635e87a6515.pdf
Proxy Solicitation & Information Statement
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SIDCL/Sect/2025-26/092
March 16, 2026
BSE Limited P. J. Towers, Dalal Street, Mumbai-400001 BSE Scrip Code: 511411/955319
The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata - 700001 CSE Scrip Code: 026027
Dear Sir/Madam,
Ref : Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Sub: Postal Ballot Notice
Please find enclosed herewith copy of Postal Ballot Notice along with the Explanatory Statement ("Notice") dated February 13, 2026, being sent to the Members of Shristi Infrastructure Development Corporation Limited (" the Company ") to seek approval by way of remote electronic voting ("remote e-voting") in respect of the following Special Resolution, as set out in the Notice:
| Item No. | Description of Special Resolution |
|---|---|
| 1 | Re-appointment of Mr. Sunil Jha (DIN: 00085667) as Managing Director |
In compliance with the provisions of Section 110 and Section 108 of the Companies Act, 2013 (“ Act ”) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), as amended from time to time, read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and various subsequent circulars, the latest being General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), Secretarial Standard on General Meetings ( “SS-2” ) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment thereof for the time being in force and as amended from time to time), this Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, March 06, 2026 (“Cut- off date”), seeking their approval as set out in the Postal Ballot Notice.
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The Company has engaged the services of its Registrar & Transfer Agent viz. KFin Technologies Limited (KFintech/RTA) for the purpose of providing e-voting facility to all its members. The remote e- voting shall commence on Wednesday, March 18, 2026 at 9:00 a.m. (IST) and ends on Thursday, April 16, 2026 5:00 p.m. ( IST) . The results of the postal ballot will be announced on or before Friday, April 17, 2026.
In accordance with the provisions of the MCA Circulars, the Company has arranged for the Members to register their e-mail addresses. Therefore, those Members who have not yet registered their e-mail addresses are requested to register their e-mail address by following the procedure set out in the Notes to the Postal Ballot Notice.
The above information will be made available on the website of the Company at www.shristicorp.com.
This is for your information and record.
Thanking you,
Yours faithfully,
For Shristi Infrastructure Development Corporation Limited
KRISHNA Digitally signed by KRISHNA KUMAR KUMAR PANDEY PANDEY Date: 2026.03.16 17:15:18 +05'30'
Krishna K Pandey Company Secretary & Compliance Officer
Enclo: As above
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SHRISTI INFRASTRUCTURE DEVELOPMENT CORPORATION LIMITED CIN: L65922WB1990PLC049541
Registered Office: Plot No. X-1, 2& 3, Block-EP, Sector-V, Salt Lake City, Kolkata-700091 Telephone No: 033 40202020; Fax No. 033 40202099 Website: www.shristicorp.com, E-mail: [email protected]
NOTICE OF POSTAL BALLOT
[Pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, as amended and applicable circulars issued by Ministry of Corporate Affairs]
VOTING STARTS ON VOTING ENDS ON Wednesday, March 18, 2026 at 9:00 a.m. (IST) Thursday, April 16, 2026 at 5:00 p.m. (IST)
Dear Members,
NOTICE is hereby given that resolution as set out in this notice as special resolution which is proposed to be passed by the members of Shristi Infrastructure Development Corporation Limited (“ the Company” ) by means of Postal Ballot through remote e-voting ( ‘e-voting’ ) pursuant to Section 108 and Section 110 of the Companies Act, 2013 (“ Act ”) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), as amended from time to time, read with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and various subsequent circulars, the latest being General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), Secretarial Standard on General Meetings ( “SS-2” ) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment thereof for the time being in force and as amended from time to time).
In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.
The explanatory statement pursuant to Sections 102, 108 and 110 of the Act, read with Rule 22 of the Rules, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice.
Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company at its meeting held on February 13, 2026, has appointed CS Siddhi Singhania (ACS– 35042 & C.P.- 13019), Practising Company Secretary, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for the said purpose. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.
In accordance with the provisions of Section 108, 110 and other applicable provisions, if any, of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and amendments thereto and Regulation 44 of the Listing Regulations, the Company has engaged the services of KFin to provide remote e-voting facility to all the Members to enable them to cast their votes electronically.
The Remote e-voting period shall commence on Wednesday, March 18, 2026 at 9:00 a.m. (IST) and ends on Thursday, April 16, 2026 at 5:00 p.m. (IST). The Scrutinizer will submit her report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before 5.00 p.m. (IST) on Friday, April 17, 2026.
The said results along with the Scrutinizer’s Report would be intimated to stock exchanges, where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.shristicorp.com on the KFin’s website at https://evoting.kfintech.com/and will also be communicated to the Stock Exchanges where equity shares of the Company are listed.
Item No. 1: Re-appointment of Mr. Sunil Jha (DIN: 00085667) as Managing Director
To consider, and if deemed fit, to pass the following resolution as Special Resolution :
“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and any other applicable provisions, if any, of the Companies Act 2013 (‘Act’) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment, statutory modification(s) or re-enactment thereof for the time being in force) and in accordance with the Articles of Association of the Company, recommendation of Nomination and Remuneration Committee and approval of the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded to the re-appointment of Mr. Sunil Jha (DIN:00085667) as Managing Director of the Company, for a period of 3 years with effect from March 4, 2026 to March 3, 2029, liable to retire by rotation, at such remuneration, benefits which shall be payable upon receipt of requisite approval, if any under the Act, and amenities as set out in the Statement annexed to the notice & upon such terms, conditions and stipulations contained in the agreement entered into between the Company and Mr. Sunil Jha with liberty to the Board of Directors (hereinafter referred to as ’Board‘ which term shall be deemed to include any authorized Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and/or remuneration from time to time and in such manner as the Board may deem fit subject to the overall limits of remuneration in accordance with the provisions of the Act.
RESOLVED FURTHER THAT the remuneration including benefits, amenities and perquisites as set out in the said Agreement shall nevertheless be paid and allowed to Mr. Sunil Jha as minimum remuneration for any financial year in case of absence or inadequacy of profits for such year, subject to the provisions prescribed under Section 197 read with Schedule V to the Companies Act, 2013 and rules framed thereunder and any other applicable provisions of the Act or any statutory modifications or re-enactment thereof.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to vary and/or revise the remuneration of Mr. Sunil Jha as Managing Director within the overall limits under the Act and to take such steps as may be necessary for obtaining necessary approvals, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution”.
By order of the Board of Directors For Shristi Infrastructure Development Corporation Limited Registered Office: Plot No – X, 1, 2 & 3, Saltlake City, Sector – V, Sd/- Kolkata – 700 091 Krishna Kr Pandey Place: Kolkata Company Secretary & Compliance Officer Date: February 13, 2026 Membership No – A26053
NOTES:
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The information required under section 102 of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2), stating all material facts pertaining to such resolution is appended in this notice.
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The Company is sending this Postal Ballot Notice in electronic form only. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-voting system only.
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The Postal Ballot Notice is being sent via email only to the Members 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) on Friday, March 6, 2026 the cut-off date. Any person, who is not a Member as on the cut-off date, should treat this Postal Ballot Notice for information purposes only. The Postal Ballot Notice is sent electronically to all the shareholders who have registered their email addresses with the Company/Depositories/Registrar and Transfer Agent (RTA). The same will also be available on the Company’s website www.shristicorp.com websites of the Stock Exchanges i.e. BSE Limited and The Calcutta Stock Exchange Limited at www.bseindia.com and www.cse-india.com respectively and on the website of KFin Technologies Limited (Kfin) at https://evoting.kfintech.com/
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Members who have not registered/updated their email IDs so far are requested to register/update the same to get all notices, communiques, etc. from the Company, electronically, as per the following procedure:
| Physical Holding | Members holding shares in physical mode and who have not updated their e-mail addresses with the Company are requested to update their email addresses by writing to KFin at:[email protected]. com or to the Company at: [email protected] along with the copy of the signed request letter mentioning the name, folio no and address of the Member, Form ISR 1 (available in the Website of the Company), self-attested copy of the PAN Card and self-attested scanned copy of any document (such as Driving License, Election Identity Card, Passport, etc.) as proof of address of the Member. |
|---|---|
| Demat Holding | Contact respective DepositoryParticipant. |
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Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member as on the cut-off date i.e. Friday, March 6, 2026.
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The e-voting commences on Wednesday, March 18, 2026 at 9:00 a.m. (IST) and ends on Thursday, April 16, 2026 at 5:00 p.m. (IST).
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Once the vote on the Resolutions is cast by the Members, the Members shall not be allowed to change it subsequently
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In terms of the MCA Circulars and in the view of the Board of Directors, matters included in this Notice is unavoidable and hence, is proposed to be approved through Postal Ballot. All the material documents referred to in the accompanying Notice and explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to [email protected] with the subject line “Shristi Infrastructure Development Corporation Limited – Postal Ballot 2026” mentioning their names and folio numbers/demat account numbers.
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The last date specified by the Company for e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.
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Contact details of the person responsible to address the queries/grievances connected with the voting by Postal Ballot including voting by electronic means, if any:
Mr. Krishna Kumar Pandey
Company Secretary & Compliance Officer Shristi Infrastructure Development Corporation Limited Plot X, 1, 2 & 3, Block – EP, Sector V, Saltlake City, Kolkata – 700 091 Email: [email protected]
Mr. Sashidhar S Mannava
Vice President, Registrar and Transfer Agent, KFin Technologies Limited, Unit: Shristi Infrastructure Development Corporation Limited Selenium Tower B, Plot No. 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032; Email - [email protected]
PROCEDURE AND INSTRUCTIONS FOR REMOTE E-VOTING:
Individual Shareholders (holding securities in DEMAT mode) –
Login method for Individual Shareholders holding shares in demat mode, as devised by the Depositories/ Depository Participants, is given below:
| NATIONAL SECURTITIES DEPOSITORY LIMITED(“NSDL”) |
CENTRAL DEPOSITIORY SERVICES LIMITED (“CDSL”) |
|---|---|
| 1. User already registered for IDeAS facility of NSDL: |
1. User already registered for Easi/Easiest of CDSL: |
| I. URL:https://eservices.nsdl.com | I. URL:https://web.cdslindia.com/myeasi/home/l oginorwww.cdslindia.com |
| II. Click on the “Beneficial Owner” icon under ‘IDeAS’ section. |
II. Click on New System Myeasi option under Quick login. |
| III. A new page will open. Enter your User ID and Password. Post successful authentication, click on ‘Access to e-Voting’ under ‘Value Added Services’ |
III. Login with user id and password. |
| IV. Click on ‘Active E-Voting Cycles’ option under e-Voting. |
IV. Option will be made available to reach e-Voting page without anyfurther authentication. |
| V. Click against Company name (‘Shristi Infrastructure Development Corporation Limited’) or e-Voting service provider (‘Kfintech’) and you will be re- directed to e-Voting page of service provider i.e. Kfintech for casting the vote during the remote e-Voting period. You can now cast your vote without any further authentication. |
V. Click on e-Voting service provider name to cast your vote. |
| 2. User not registered for IDeAS e- Services |
2. User not registered for Easi/Easiest |
| I. To register type in the browser /click on, any of the following e-Service link: https://eservices.nsdl. com Or https://eservices.nsdl.com/SecureWeb/Idea sDirectReg.jsp |
I. Option to register is available at website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. |
| II. Select “Register Online for IDeAS” |
II. Proceed with completingthe required fields. |
| III. Proceed to complete your registration using your DP ID, Client ID, Mobile number and other required details |
III. After successful registration, follow the steps mentioned under Para 1 above to cast your vote. |
| IV. After successful registration, follow the steps mentioned under Para 1 above to cast your vote. |
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| 3. By visiting the e-voting website of NSDL |
3. By visiting the e-voting website of CDSL |
| I. Type in the browser /click on the following link: https://www.evoting.nsdl.com/ |
I. URL:www.cdslindia.com |
| II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. |
II. Provide DP ID & Client ID and PAN |
| III. Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. |
III. System will authenticate user by sending OTP on registered Mobile & E-mail as recorded in the demat account. |
IV. Post successful authentication, you will IV. After successful authentication, user will be be redirected to NSDL Depository site provided links for the respective ESP (E-voting wherein you can see e-Voting page. Service Provider) where the e-Voting is in progress. V. Click on company name or e-Voting V. Click against Company name or service provider name and you will be e-Voting service provider (‘Kfin’) and you will be reredirected to e-Voting service provider directed to e- Voting page of service provider i.e. website for casting your vote during the Kfin for casting the vote during the remote remote e-Voting period. e-Voting period. You can now cast your vote without any further authentication.
VI. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience
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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 above mentioned websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depositories i.e. NSDL and CDSL Members facing any technical issue - NSDL Members facing any technical issue - CDSL Members facing any technical issue in login Members facing any technical issue in login can can contact NSDL helpdesk by sending a contact CDSL helpdesk by sending a request at request at [email protected] or call at [email protected] or contact at toll 022 - 4886 7000 free no. 1800 22 55 33
1. FOR NON-INDIVIDUAL SHAREHOLDERS AND SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM
Login method for Non-Individual Shareholders and Shareholders holding securities in Physical Form
a. In case a shareholder receives an e-mail from the Company / Kfin [for shareholders whose e-mail addresses are registered with the Company / Depository Participant(s)]:
i. Launch internet browser and type the URL: https://evoting.kfintech.com
- ii. Enter the login credentials (i.e., user-id and password) mentioned in the e-mail communication. The e-Voting Event Number and your Folio Number or your DP ID Client ID will be your User ID.
User – ID: For shareholders holding shares in demat form:
For NSDL: 8 Character DP ID starting with IN followed by 8 Digits Client ID for CDSL: 16 digits beneficiary ID
User – ID: For shareholders holding shares in physical form:
EVEN Number followed by Folio No. registered with the Company/RTA.
Password: Your unique password is sent via e-mail forwarded through the electronic notice.
Captcha: Please enter the verification code i.e. the alphabets and numbers in the exact way as they are displayed for security reasons.
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iii. After entering the details appropriately, click on LOGIN.
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iv. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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v. You need to login again with the new credentials.
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vi. On successful login, the system will prompt you to select the EVENT i.e. Shristi Infrastructure Development Corporation Limited.
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vii. On the voting page, the number of shares (which represents the number of votes) held by you as on the Cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.
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viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account.
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ix. Click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.
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b. in case of a shareholder whose e-mail address is not registered/updated with the Company/RTA/Depository Participant(s), please follow the following steps to generate your login credentials:
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i. Shareholders holding shares in physical mode, who have not registered/updated their email addresses with the Company, are requested to register/update the same by providing necessary details like Folio No., Name of the Shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy), AADHAAR (self- attested scanned copy) by email to [email protected] and copy to the Company at [email protected]
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ii. Shareholders holding shares in dematerialised mode, shall provide Demat account details (CDSL - 16 digit beneficiary ID or NSDL - 16 digit DP ID + CL ID), Name, client master or copy of Consolidated Account Statement, PAN (self-attested scanned copy), AADHAAR (selfattested scanned copy) by email to [email protected] and copy to the Company at [email protected]
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iii. After due verification, the Company/Kfin will forward your login credentials at your registered e-mail address.
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iv.Follow the instruction at (a). (i) to (ix) to cast your vote
Important notes for attention:
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In terms of Section 20 of the Companies Act, 2013 read with Rule 35 of the Companies (Incorporation) Rules, 2014 and Section 101 read with Rule 18(3) of the Companies (Management and Administration) Rules, 2014, Members, who have not registered/updated their e-mail id(s) with the Company are requested, to kindly provide the said details in order to receive Notices of General Meetings and/or other communications from Company in electronic form.
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In terms of Circular no. SEBI/HO/MIRSD/POD- 1/P/CIR/2023/181 dated November 17, 2023 & SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 (now rescinded due to Issuance of Master Circular dated May 7, 2024), The Securities and Exchange Board of India ("SEBI") as an ongoing measure to enhance the ease of doing business for investors in the securities market, has mandated all the Listed Companies to record PAN, Address with PIN code, Mobile Number, Bank Account, details, Specimen Signature and Choice of Nomination of holders of physical securities, E-mail ID (optional). However, the security holders are requested to register E-mail ID to avail online services. This is applicable for all shareholders, holding shares in physical mode.
In the event that PAN, choice of nomination, contact details, mobile number, bank account details, or specimen signature are not updated for physical folios, dividend/interest, etc., will only be paid through electronic mode with effect from April 1, 2024. Dividend/interest will be disbursed once all the aforementioned details are furnished in full. If a security holder updates the required details (PAN, choice of nomination, contact details, including mobile number, bank account details, and specimen signature) after April 1, 2024, the shareholder will receive dividends/interest declared during the period from April 1, 2024, until the date of the update, in relation to the shares held after the update.
Accordingly, as mandated by the referenced circulars, the dividend payable on your holdings will be withheld if your KYC details are not updated. To update the KYC details for your folio, please submit the necessary information and supporting documents as specified in the circulars.
- SEBI guidelines encourage all shareholders to hold their shares in Demat form. The shareholder/s, who hold their shares in physical form are requested to convert their shareholdings from physical form to Demat form at the earliest, after opening a Demat Account with any SEBI registered Depository Participant.
EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 READ TOGETHER WITH REGULATION 17(11) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND OTHER APPLICABLE LAWS (AS AMENDED)
Item No. 1 Re-appointment of Mr. Sunil Jha (DIN: 00085667) as Managing Director
Mr. Sunil Jha was re-appointed as Managing Director of the Company for a period of three years with effect from March 4, 2023 to March 3, 2026 with the approval of Members of the Company on May 30, 2023 though postal ballot in accordance with applicable provisions of the Companies Act, 2013 read with Schedule V to the said Act as per the terms and conditions circulated to shareholders.
The current term of office of Mr. Sunil Jha as Managing Director would expire on March 3, 2026. During his term, Mr. Jha has rendered valuable services as Managing Director of the Company. He has been associated with the Company since twenty three years and has over thirty-seven years of multidimensional experience in finance, operations and team development. As Managing Director of the Company, he is spearheading the diversified operations and is leading the Management Team.
The Board of Directors of the Company at their meeting held on February 13, 2026 on recommendation of Nomination and Remuneration Committee, has re-appointed him as the Managing Director of the Company, his office being liable to retirement by rotation, for a period of three years beginning from March 4, 2026 till March 3, 2029 subject to approval of the Members of the Company on terms, conditions and stipulations contained in an agreement entered into between the Company and Mr. Sunil Jha.
The Board of Directors of the Company considers that the reappointment of Mr. Sunil Jha as Managing Director of the Company for the period proposed in the resolution is in the best interests of the Company.
Further, based on the recommendation of the Nomination & Remuneration Committee and in view of the contributions made by Mr. Jha, the Board has proposed the remuneration payable to him for his term as setout below:
I. Remuneration:
No remuneration will be paid to Mr. Sunil Jha as he has abstained himself from receiving any sum as remuneration.
The statement as required under Section II of Part II of the Schedule V of the Companies Act, 2013 is furnished below:
II. General Information:
1. Nature of Industry: Infrastructure Development & Real estate
2. Date or Expected Date of Commencement of Commercial Production: Existing Company in Infrastructure Development & Real estate since 1999.
3. In case of New Companies, Expected Date of Commencement of activities as per Project approved by Financial Institutions appearing in the Prospectus: N.A.
4. Financial Performance based on given indicators:
| (Rs. In lakhs) | |||||
|---|---|---|---|---|---|
| Sl. No. |
Details | FY 2024-25 (Rs.) |
FY 2023-24 (Rs.) |
FY 2022-23 (Rs.) |
|
| 1. | Turnover | 15,367.66 | 10,949.35 | 5,613.73 | |
| 2. | Profit Before Tax | (965.06) | (1,428.94) | (7,509.76) | |
| 3. | Profit After Tax | (1,001.33) | (1,839.53) | (7,841.53) | |
| 4. | Paid-upShare Capital | 2,220 | 2,220 | 2,220 | |
| 5. | Reserves & Surplus | (7,915.16) | (6,886.99) | (5,060.48) |
5. Foreign Investments or collaborations, if any: NIL
III. Information about Mr. Sunil Jha, Manging Director:
1. Background Details, Recognition or Awards, Job Profile and his suitability: Mr. Sunil Jha, born on July 10, 1963, is a qualified Chartered Accountant and has also attended Real Estate Management Program at Harvard Business School. He has been associated with the Company since last twenty three and has over thirty seven years of multidimensional experience in finance, operations and team development. Under his stewardship, the Company has won various awards for its development projects. As Managing Director of the Company, he is spearheading the diversified operations and is leading the management team. His primary focus is on improving operations, augmenting processes and strengthening various business estates.
2. Past Remuneration: Nil
3. Remuneration Proposed: N.A
4. Comparative Remuneration Profile with respect to Industry, Size of the Company, Profile of the Position and Person (in case of expatriates the relevant details would be w.r.t. the Country of his origin): N.A
5. Pecuniary Relationship directly or indirectly with the Company, or Relationship with the Managerial Personnel, if any: NIL
IV. Other Information:
1. Reasons of inadequate profits: The performance of the Company has been adversely impacted by the slowdown and volatility witnessed in the infrastructure and real estate sector in the recent past. Additionally, delays in the implementation of certain projects, along with legal and financial challenges, have further affected the Company’s overall performance.
2. Steps taken or proposed to be taken for improvement: The Company is developing self-sustainable integrated township designed as per the international standards in across the country. This integrated township comprises various residential options such as Lifestyle Apartments, Group Housing, Plots, Townhouse, Bungalow and Row Housing. This township also have School, Mall, Multiplex, Club, Hotel and Hospital. The Company is also exploring a suitable location for development of new project across the Country.
3. Expected increase in productivity and profits in measurable terms: The Company firmly believes that the demand for real estate will remain strong in the long term. With increasing overcrowding in urban areas, the concept of integrated townships is gaining significant momentum. In response to this trend, the Company is actively focusing on developing township projects across the country through its associates, affiliates, and joint venture partners. The Company intends to leverage these initiatives while structuring its projects and expansion plans.
- V. Disclosures: The prescribed disclosures with respect to elements of remuneration package, details of fixed component and performance linked incentives, performance criteria, service linked contracts, notice period, severance fees and stock options of all Directors, as applicable, shall be mentioned in the Corporate Governance section of the Annual Report of the Company.
The details in terms of Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015 and Secretarial Standard-2 on General Meeting are annexed hereto and forms a part of this Notice.
Documents, agreement as mentioned above are open for inspection for members at such time and place as mentioned in the notes to this Notice.
Save and except Mr. Sunil Jha and his relatives, none of the other Directors or Key Managerial Personnel (KMPs) of the Company either directly or through their relatives are, in any way, concerned or interested, whether financially or otherwise, in the proposed Resolution.
The Board of Directors of the Company, therefore, recommends the Resolution as set out in Item No. 1 to be passed as an Ordinary Resolution by the members of the Company.
By order of the Board of Directors For Shristi Infrastructure Development Corporation Limited
Registered Office: Plot No – X, 1, 2 & 3, Saltlake City, Sector – V, Kolkata – 700 091
Sd/-
Krishna Kr Pandey Company Secretary & Compliance Officer Membership No – A26053
Place: Kolkata Date: February 13, 2026
As per the requirement of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Clause 1.2.5 of the Secretarial Standard – 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of the concerned Directors is given below:
| Name of the Director | Mr. Sunil Jha |
|---|---|
| Date of Birth | 10-07-1963 |
| DIN | 00085667 |
| Qualification and Experience | Mr. Sunil Jha is a Chartered Accountant and has also attended Real Estate Management Program at Harvard Business School. He has been associated with the Company since last twenty three years and has over thirty seven years of multidimensional experience in finance, operations and team development. Under his stewardship, the Company has won various awards for its development projects. As Managing Director of the Company, he is spearheading the diversified operations and is leading the Management Team. |
| Date of first appointment on the Board |
04-03-2014 |
| Shareholding in the Company (number) |
Nil |
| Relationship with other Directors, Manager and other Key Managerial Personnel of the Company |
None |
| Number of Board Meetings attended during F.Y. 2025-26 [out of 4(four) held] |
4 |
| Other Directorships of other Boards | 1. Shristi Lifestyle & Entertainment Ltd. 2. Bengal Shristi Infrastructure Development Limited 3. Kanchan Janga Integrated Infrastructure Development Private Limited 4. Border Transport Infrastructure Development Limited 5. Durgapur City Centre Management Services 6. East Kolkata Infrastructure Development Private Limited |
| Chairman/Member of the Committees of the Boards across other companies in which he is a Director |
None |
| Terms and conditions of appointment |
Appointed for a period of 3 years commencing from March 4, 2026 and ending on March 3, 2029, liable to retire by rotation. |
| Details of remuneration paid | Nil |