Cemantic Infra-Tech Ltd

Cemantic Infra-Tech Limited: Trading window closed from 01 October 2026 until 48 hours after the unaudited financial results for the quarter and half year ended 30 September 2026

Voting results filing delay

• Company cannot finalize XBRL Voting Results due to pending legal proceedings on shareholder voting rights.
• Four alleged shareholders, about 38.33% stake, petitioned NCLT Hyderabad seeking recognition of voting rights.
• Hearing held 23.09.2026; next date 25.11.2026; no relief granted.
• Shareholders collectively around 38.33% voting against all AGM resolutions.
• Case adjudication may affect validity and entitlement of votes, delaying final determination of AGM outcomes.
• Company will file Voting Results at earliest opportunity after clarification.

agm details

• AGM held on 25 September 2026 at 11:00 AM via VC/OAVM.
• Cut-off date for shareholder records: 4,906.

resolutions presented

• Adopt audited financial statements for the year ended 31 March 2026.
• Re-appoint Mrs K. Vijaya Rani by rotation.
• Appoint Mr Jagdish Velamala as Independent Director for five years.

voting outcomes

• Outcomes not declared; placed in abeyance pending further orders.
• Total votes cast (remote and venue): 21,409,840.

Legal update

• Hearing on the petition under sections 241, 242, 244 of the Companies Act held 23-09-2026.
• Hearing adjourned to 25-11-2026; no relief granted to petitioners.
• Attendance-cum-Order Sheet of 23-09-2026 enclosed for reference.
• Matter relates to Mr. Venkata Satyanarayana Potluri and others vs Cemantic Infratech Ltd.

AGM details

• Date: Friday, 25 September 2026
• Time: 11:00 AM
• Mode: VC/OAVM
• Record/book closure: 19-09-2026 to 25-09-2026 (inclusive)
• Attendance: 66 members attended via VC/OAVM
• Remote e-voting window: 22-09-2026 09:00 to 24-09-2026 17:00
• Meeting concluded at 11:45 AM

Key resolutions

• Ordinary: Adopt Audited Financial Statements and reports for 2025-26
• Ordinary: Re-appoint Mrs. K. Vijaya Rani by rotation
• Special: Appoint Jagdish Velamala as Independent Director for five years
• Special: Regularize Jagdish Velamala as Independent Director
• Special: Board to take steps to implement the resolution

Voting results

• Ordinary 1: Adopt financial statements — Passed
• Ordinary 2: Re-appoint Vijaya Rani — Passed
• Special 3: Velamala Independent Director — Passed
• Voting process: Remote e-voting plus AGM voting
• Consolidated Scrutinizer's report to be submitted and shared with stock exchange

Dividend

• Dividend: Not declared; not applicable for 2025-26

Director changes

• K Vijaya Rani re-appointed by rotation
• Kanduri Saraswathi Kumar ceased as Independent Director w.e.f 05-08-2026
• Jagdish Velamala appointed Additional Independent Director w.e.f 05-08-2026; regularized for five years

Auditor appointments

• Statutory auditors remain M/s Suryanarayana & Suresh; no change
• Auditor remuneration: Rs 1.00 lakh plus GST

Material related party transactions

• RPT: Rent paid to Managing Director; Rs 0.30 lakh; arm’s length; board approval dated 29-05-2025

Other material approvals

• Re-constitution of Audit, Nomination & Remuneration, and Stakeholders committees effective 5-Aug-2026

NCLT governance dispute

• Four shareholders filed petitions under Sections 241, 242, 244 with NCLT Hyderabad seeking voting rights at AGM.
• Special Notice to remove MD G. Satyanarayana and Vijaya Rani not included in AGM notice due to timing.
• Hearing listed for 23.09.2026; next date set for 25.11.2026; no reliefs granted.
• Company states governance commitment and timely disclosure; matter sub-judice before NCLT Hyderabad Bench.

Financial performance

• Revenue from operations: Nil for year ended 31 March 2026.
• Other income: Rs 0.30 Lakh.
• Total income: Rs 0.30 Lakh.
• Total expenses: Rs 37.48 Lakh.
• Profit before tax: Rs (37.18) Lakh.
• Profit after tax: Rs (37.18) Lakh.
• EPS (basic/diluted): Rs (0.14) per share.
• Cash flow from operations: Rs (36.92) Lakh.
• Net increase in cash: Rs 0.19 Lakh.
• Cash and cash equivalents end: Rs 0.94 Lakh.

Balance sheet & liquidity

• Share capital: Rs 2,506.56 Lakh.
• Equity: Rs 230.06 Lakh.
• Short-term borrowings: Rs 265.70 Lakh.
• Trade payables: Rs 62.37 Lakh.
• Other current liabilities: Rs 6.02 Lakh.
• Current liabilities total: Rs 373.11 Lakh.
• Fixed assets: Rs 1.83 Lakh.
• Total assets: Rs 603.17 Lakh.

Governance changes

• Kanduri Saraswathi Kumar ceased as Independent Director on 5 Aug 2026.
• Velamala Jagdish appointed as Additional Independent Director on 5 Aug 2026; regularization pending.
• Board as at report: 5 directors; 1 executive, 1 non-exec non-independent, 3 independent.
• Independent Directors met on 09 Feb 2026 without management.
• Board meetings held: 4 times in the year.

Related party transactions & internal controls

• Related party rent to Director: Rs 30,000; arm's length.
• RPT policy on CemanticInfra.com; Audit Committee reviews all related party transactions.
• KMP/relatives: remuneration Rs 9.48 Lakh; MD loan Rs 265.70 Lakh; loans received Rs 37.11 Lakh.
• Internal controls adequate; four Board-level reviews; whistleblower policy in place.

Audit & secretarial

• Statutory auditors: M/s Suryanarayana & Suresh; unmodified opinion.
• Secretarial Audit: MR-3; Annexure I; no disqualifications.
• NOD certificates and independence declarations on file.

Litigation & regulatory matters

• Ongoing NCLT/SAT matters; interim relief granted; next hearings in 2026.
• Judgment dated 29.07.2026: conviction; fine Rs 1.30 Crore; compensation Rs 1.30 Crore; balance to state.
• GST order 18.04.2024: ITC allowed Rs 22.78 Lakh; balance Rs 0.32 Lakh paid/adjusted in 2025-26.

Outlook & risks

• Company foresees potential recovery through strategic tie-ups and land/infrastructure investments.
• Real estate sector outlook positive in Hyderabad; government reforms supportive.
• No revenue in 2025-26 highlights need for timely project wins and capital discipline.

AGM details

• AGM date/time: 25 September 2026 at 11:00 AM, via VC/OAVM.
• Record/Book closure: 19–25 September 2026 (inclusive).
• Remote e-voting window: 22 September 2026 09:00 to 24 September 2026 17:00.
• Results to be declared by 26 September 2026 17:00.

Ordinary business

• Adopt Audited Financial Statements for the year ended 31 March 2026.
• Re-appoint Mrs. K. Vijaya Rani who retires by rotation.

Special business

• Regularize Jagdish Velamala as Independent Director for five years (5 Aug 2026 to 4 Aug 2031).

Directors changes

• K Saraswati Kumar resigned from Independent Director.
• Jagdish Velamala appointed Additional Independent Director; regularization sought.

Explanatory notes

• Explanatory: Velamala appointed Additional Independent Director; regularization proposed for five-year term.

Book closure and AGM voting details

• Share transfer register closed from 19 September 2026 to 25 September 2026 (inclusive).
• For the Twenty Eighth Annual General Meeting of the company.
• Cut-off date for voting eligibility: 18 September 2026.
• AGM scheduled on 25 September 2026 at 11:00 AM (AV mode).
• Security affected: shares.
• Remote e-voting window: 22 September 2026 09:00 to 24 September 2026 17:00.