Kedia Construction Company Ltd

Equity allotment under amalgamation scheme

• Allotted 83,60,000 equity shares of INR 1 to Kirti Investments Limited members as on Sept 18, 2026.
• Cancellation of 2,98,000 crossholding equity shares of Kirti Investments Limited.
• Post-allotment equity share capital increased to 11,062,000 shares.
• Record Date for allotment fixed at Sept 18, 2026.
• Shares to rank pari passu with existing shares.
• Board approval obtained on Oct 13, 2026 per NCLT order enabling Part III of Scheme.

Kedia Construction Company Limited: Trading Window closed from 1 October 2026; will reopen 48 hours after declaration of Un-audited financial results for the quarter and half year ended 30 September 2026.

AGM Details

• AGM held 23 September 2026 at 12:00 PM via VC/OAVM.
• Record date: 15 September 2026.
• Book closure: 16–22 September 2026.
• Total shareholders on record: 105.

Resolutions & Outcomes

• Adopt audited standalone financial statements for the year ended 31 March 2026; passed.
• Reappoint director retiring by rotation; passed.
• Ratify/approve related party transactions; passed.

AGM Details

• Date/time/mode: 23 Sep 2026, 12:00 IST; VC/OVAM.
• Meeting concluded at 12:22 IST; 9 members attended.
• Remote e-voting was conducted; Scrutinizer appointed.

Resolutions

• Ordinary: adoption of Audited Standalone Financial Statements for year ended 31 Mar 2026.
• Ordinary: re-appointment of Nitin Kedia, retiring by rotation.
• Ordinary: ratification/approval for related-party transactions.

Financial Snapshot

• Turnover: Rs 83.55 Lakhs; PBT: Rs (229.57) Lakhs; PAT: Rs (232.72) Lakhs.

Material investor update

• Corrigendum correcting Managing Director reference; revised annual report submitted to stock exchange; no other contents changed.
• 45th AGM to be held Sept 23, 2026 via VC/OAVM; notice/AR available online.
• Ordinary resolution to ratify existing and proposed related party contracts and transactions, in ordinary course and arm's length.
• Related party remuneration: Akash Bate 6.90 L; Pooja Choubey 2.04 L.
• Related party: Jayprakash Preethi 1.00 L; Akash Bate 0.75 L advance.
• Service charges received: Nitin Castings Ltd 55.00 L.
• NCLT sanction of Kirti Investments merger; pooling of interest; April 6, 2026.
• Restatement of comparative periods from Apr 1, 2024; opening balance sheet adjustments.
• Equity capital after amalgamation Rs 110.62 Lakh; one rupee par; 11.06 million shares.
• FY25-26 turnover Rs 83.55 Lakh; net loss Rs 232.72 Lakh; no dividend declared.

Financial snapshot

• Total income for year ended 31 March 2026: 83.55 lakh.
• Revenue from operations: 55.00 lakh.
• Profit after tax: loss of 232.72 lakh.
• EPS Basic/Diluted: (2.10) per share.
• Dividend proposed by directors: NIL.

Amalgamation & capital changes

• Scheme with Kirti Investments Limited approved by NCLT in 2026.
• Face value reduced from Rs 5 to Rs 1 per share.
• Share exchange issued 110.62 lakh equity shares.
• Comparatives restated from 1 Apr 2024 due to amalgamation.
• Post-amalgamation equity capital: Rs 110.62 lakh.

Balance sheet & liquidity

• Total assets 1,576.53 lakh; total equity 1,484.58 lakh.
• Current assets 1,565.21 lakh; inventories 1,215.44 lakh.
• Inventory includes Ridge Road property Rs 72.17 lakh; litigation pending.
• No long-term debt outstanding.
• Cash and cash equivalents at year-end: Rs 49.29 lakh.

Governance & management

• Abhishek Rai appointed CS & Compliance Officer from 18 Jul 2026.
• Akash Bate resigned as CS on 20 Feb 2026.
• AGM on 23 Sep 2026 via VC/OAVM.
• Board met six times; two EGM held for merger.
• Nitin Kedia and Vijay Khowala remain as Directors; Khowala is CFO.

Related party transactions

• Remuneration & perquisites to KMPs total 8.94 lakh.
• Service charges from Nitin Castings Limited: 55.00 lakh.
• Director sitting fees: 1.00 lakh.
• Advance against salary: 0.75 lakh.
• Audit Committee reviews related party transactions quarterly.
• RPTs generally arm's length; shareholder approvals where required.

Audit, controls & risk

• Ridge Road LIC litigation treated as inventory; Rs 72.17 lakh.
• Secretarial audit: MR-3; no qualifications.
• Internal financial controls are adequate and effective.
• Independent auditor: Jhunjhunwala Jain & Associates LLP appointed.
• No fraud or material irregularities reported.

Outlook & risks

• Outlook for Indian real estate remains positive; residential and office sectors to grow.
• Risks include interest-rate volatility, financing costs, regulatory changes, and delays.
• Company focuses on prudent capital allocation and effective project execution.

AGM details

• AGM on 23 September 2026 at 12:00 PM IST via VC/OAVM.
• Register of Members and transfer books closed 16–22 September 2026.
• Voting cut-off date for participation: 15 September 2026.

Resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Re-appointment of Nitin Kedia, who retires by rotation.
• Special: Ratify/approve related party transactions, in ordinary course and arm's length.

Material related party transactions

• Akash Bate – Managerial remuneration and perquisites: Rs 6.90 lakhs.
• Pooja Choubey – Managerial remuneration and perquisites: Rs 2.04 lakhs.
• Jayprakash Preethi – Director sitting fees: Rs 1.00 lakh.
• Akash Bate – Advance against salary: Rs 0.75 lakh.
• Nitin Castings Limited – Service charges received: Rs 55.00 lakhs.

Director changes

• Re-appointment of Nitin Kedia as Director, liable to retire by rotation.
• Executive Director; age 65; attended 6 of 6 board meetings; other directorship: Nitin Castings Limited.

Management changes

• Appointed Abhishek Dineshkumar Rai as Company Secretary and Compliance Officer, effective 18 July 2026.
• Abhishek Rai is a qualified Company Secretary with ICSI membership and over 3 years' experience.
• Abhishek Rai has no relations with the directors.
• Pooja Chaubey resigned as Compliance Officer, effective 18 July 2026.
• Chaubey cited personal and professional commitments; no other material reasons stated.