Cella Space Ltd

Cella Space Limited – Trading Window closed from October 01, 2026 till 48 hours after the declaration of the Unaudited Financial Results for the quarter and half year ended September 30, 2026.

AGM Details

• AGM held on 26 September 2026 at 12:30 PM IST via video conferencing.
• Meeting concluded at 1:35 PM.
• Scrutinizer appointed; report dated 28 September 2026 attached.

Key Resolutions

• All resolutions set out in AGM Notice were passed with requisite majority.

Voting Results

• Resolutions passed with requisite majority per Scrutinizer's report.

agm details

• Held Sep 26, 2026 at 12:30 PM IST via VC/OAVM.
• Quorum present; 7 promoter and 43 public attendees via VC/OAVM.
• Chairman Rajkumar Sivathanu Pillai; Scrutinizer appointed for e-voting.
• No qualifications in statutory or secretarial audit reports.
• e-voting results and Scrutinizer report to be disseminated to exchanges within timelines.

key resolutions

• Adopt audited standalone and consolidated financial statements for year ended 31 March 2026 (Ordinary).
• Reappoint Subramoniam Sivathanu Pillai by rotation under Companies Act, 2013 (Ordinary).
• Appoint Kolluru Bala Naga Manimala as Independent Director (Special).
• Appoint Benny John as Independent Director (Special).
• Appoint Vignesh Rajkumar as Non-Executive and Non-Independent Director (Ordinary).
• Approve material related party transactions with Shri Kailash Logistics (Chennai) Limited (Ordinary).
• Approve material related party transactions with OneAlpha Ventures Limited (Ordinary).
• Approve scheme to reduce redeemable cumulative preference share capital up to Rs 8 crore (Special).

voting status

• Voting results to be disseminated; not disclosed in the filing.

director changes

• Subramoniam Sivathanu Pillai to be reappointed by rotation.
• Kolluru Bala Naga Manimala appointed Independent Director.
• Benny John appointed Independent Director.
• Vignesh Rajkumar appointed Non-Executive and Non-Independent Director.

related party transactions

• Material RPT with Shri Kailash Logistics (Chennai) Limited approved.
• Material RPT with OneAlpha Ventures Limited approved.

other material approvals

• Scheme to reduce redeemable cumulative preference share capital up to Rs 8 crore.

Financial performance

• Revenue from operations: 746.33 Lakhs for year ended 31-Mar-2026.
• Total income: 1,086.10 Lakhs; PAT: 467.89 Lakhs.
• Earnings per share: ₹2.32; dividend not declared.
• Cash and cash equivalents at year end: ₹-991.85 Lakhs.
• Inter-corporate loan to Vijay Logistics Parks: ₹3,327.32 Lakhs.

Capital actions

• Proposed reduction of preference share capital aggregating ₹8 crore.
• Cancellation of 79,51,200 (6%) and 48,800 (11.25%) preference shares.
• Securities premium reduced to ₹8,94,39,000; write-off to carry forward losses.
• Cash consideration to preference shareholders: ₹8 crore; subject to approvals.

Corporate developments

• Acquisition of Vijay Logistics Parks Private Limited on 17-Feb-2026; divested to Aura Space on 14-May-2026.
• Five wholly owned subsidiaries formed in Apr-2026: Landlink Warehousing, Store Max, SafeHold, Victara, Summitra.
• Board changes: Kolluru Bala Naga Manimala and Benny John appointed Independent Directors; Vignesh Rajkumar appointed Non-Executive Non-Independent.

Governance and disclosures

• Board met 5 times; Audit Committee 5 meetings; Nomination & Remuneration Committee 3 meetings.
• SR Committee reconstituted Jan 23, 2026; related party approvals pursued.
• Fines paid: ₹11,800 (BSE) for late voting results; ₹49,560 for SR Committee non-compliance.

Related party transactions

• Material RPT with Shri Kailash Logistics Chennai Limited; cap ₹5 crore; 21% interest; working capital use.
• Material RPT with OneAlpha Ventures Limited; cap ₹5 crore; 21% interest; working capital use.
• RPT turnover impact noted at 133.98% of last audited turnover.

Subsidiaries and group structure

• Vijay Logistics Parks Private Limited acquired Feb 17, 2026; divested to Aura Space May 14, 2026.
• Five new subsidiaries formed Apr 2026: Landlink Warehousing, Store Max, SafeHold, Victara, Summitra.

Audit and controls

• Key audit matter: ₹33.27 crore loan to wholly owned subsidiary; repaid by May 2026.
• Internal controls considered adequate; no material fraud reported.

Outlook and sector

• MD&A notes robust warehousing demand driven by 3PL, e-commerce and manufacturing in 2026.
• Expect growth in Grade-A, technology-enabled assets and expanded supply chains.

AGM and investor info

• 35th AGM: 26-Sep-2026 via VC/OAVM; cut-off 18-Sep-2026.
• Remote e-voting: 23-25-Sep-2026; AGM website disclosures.

AGM Details

• Date, time, mode: 26 September 2026 at 12:30 PM, VC/OAVM.
• Record/book closure: 19–25 September 2026 for members and transfers.
• Remote e-voting cut-off: 18 September 2026.
• Notice and annual report available on company website and BSE.

Resolutions (summary)

• Ordinary: Adopt standalone and consolidated financial statements for year ended 31 Mar 2026.
• Ordinary: Reappoint Subramoniam Sivathanu Pillai as Director.
• Special: Appoint Kolluru Bala Naga Manimala as Independent Director for 5 years.
• Special: Appoint Benny John as Independent Director for 5 years.
• Special: Appoint Vignesh Rajkumar as Non-Executive, Non-Independent Director.
• Special: Approve material related party transactions with Shri Kailash Logistics up to ₹5 crore.
• Special: Approve material related party transactions with OneAlpha Ventures up to ₹5 crore.
• Special: Reduction scheme for 6% and 11.25% preference shares to ₹8 crore, subject to NCLT.

Related Party Transactions

• Shri Kailash Logistics: unsecured loan up to ₹5 crore; 21% interest; 1-year tenure.
• OneAlpha Ventures Limited: unsecured loan up to ₹5 crore; 21% interest; 1-year tenure.

Capital Reduction / Scheme Details

• Cancellation of specified 6% and 11.25% preference shares under the scheme.
• Securities premium reduction from ₹16.94 cr to ₹8.94 cr; ₹8 crore consideration to shareholders.
• Scheme to be effective upon approval by NCLT and regulators.

Auditors & Governance

• No auditor appointment changes proposed in this AGM.
• Related to e-voting, notice permits remote voting and VC participation.

Dividend

• Dividend proposal not disclosed in AGM notice.

Transaction details

• Target Company: Cella Space Limited; Disclosing Party: Rajkumar Sivathanu Pillai (Promoter group).
• Transaction Type: Disposal of 32,00,000 voting rights via inter-se transfer among promoters.
• Pre-Transaction Holding: 1,04,61,205 shares (51.91%).
• Post-Transaction Holding: 72,61,205 shares (36.03%).
• Date of Transaction: 27.08.2026.
• Mode of transaction: Inter-se Transfer amongst Promoters.
• Equity capital before: Rs. 20,15,12,170.
• Equity capital after: Rs. 20,15,12,170.
• Total diluted capital after: Rs. 20,15,12,170.

Transaction summary

• Target Company: Cella Space Limited.
• Disclosing Party: Visakh Rajkumar, promoter group.
• Transaction Type: Acquisition of shares via inter-se transfer.
• Pre-Transaction Holding: 3,62,186 shares, 1.80% voting, 1.80% diluted.
• Transaction Details: Acquired 16,00,000 shares; 7.94% voting; 7.94% diluted.
• Post-Transaction Holding: 19,62,186 shares, 9.74% voting; 9.74% diluted.
• Date of Transaction: 27.08.2026.
• Capital Context: Before/after equity Rs 20,15,12,170; diluted Rs 20,15,12,170.

Reg 29(2) disclosures — Cella Space Ltd

• Txn 1: Target: Cella Space Ltd; Acquirer: Vignesh Rajkumar (Promoter) acquired 16,00,000 shares (7.94%) via Inter-se Transfer.
• Txn 2: Pre-hold: 4,25,176 shares (2.11%); Post-hold: 20,25,176 shares (10.05%).
• Txn 3: Date: 27.08.2026; Inter-se transfer among Promoters; Capital: Rs 20,15,12,170 before/after; Diluted: Rs 20,15,12,170 after.