Kemp & Company Ltd

AGM voting results

• Voting results for the 145th AGM enclosed along with the Scrutinizer’s Report.

AGM Details

• 145th AGM held on 11 September 2026 at 3:00 p.m. IST via VC/OAVM.
• Quorum present; meeting concluded at 3:05 p.m.
• Chairman: Maneck Davar, Independent Director, chaired the meeting.
• Remote e-voting conducted 8–10 September 2026; cut-off date 4 September 2026.
• No proxies due to VC/OAVM; Scrutinizer appointed for e-voting.

Key Resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026 and related reports.
• Re-appointment by rotation of Mahendra Kumar Arora as Non-Executive, Non-Independent Director.
• Continuation of Mahendra Kumar Arora as Non-Executive, Non-Independent Director.
• Approval of Material Related Party Transactions with VIP Industries Limited.
• Approval of Material Related Party Transactions with Piramal Vibhuti Investments Limited.

Voting Results

• Adoption of financial statements: voting results not disclosed.
• Re-appointment of Arora: voting results not disclosed.
• Continuation of Arora Directorship: voting results not disclosed.
• RPT with VIP Industries: voting results not disclosed.
• RPT with Piramal Vibhuti Investments: voting results not disclosed.

Auditors & Attendees

• Statutory Auditor attended the AGM; no appointment changes disclosed.
• Representatives of Secretarial Auditor attended; no changes disclosed.

AGM details

• 145th AGM scheduled for 11 September 2026 at 3:00 PM IST via VC/OAVM.

AR access and KYC updates

• Shareholders without registered emails were sent the AR 2025-26 web-link.
• AR 2025-26 is available at https://www.kempnco.com/annual-return/AR-25-26.pdf.
• Cut-off date for email address update was 7 August 2026.
• SEBI circular requires KYC updates for physical holders (PAN, contact, bank details, nomination).
• Folios without updated KYC will receive payments only electronically.

Financial snapshot

• Revenue from operations ₹29,975 thousand; up 3% YoY.
• Profit before tax ₹-21,551 thousand (loss).
• Profit for the year ₹-22,142 thousand.
• EPS ₹-20.50 (basic/diluted).
• Total income ₹43,679 thousand; includes ₹13,703 thousand other income.
• Dividend declared: none.
• Equity share capital ₹10,802 thousand.

Segments & operations

• Trading segment revenue ₹7,891 thousand.
• Real Estate segment revenue ₹22,084 thousand.
• Investment property carrying value ₹4,54,007 thousand.
• Rental income from investment property ₹7,592 thousand.
• Direct operating expenses ₹14,507 thousand.
• Investment property fair value ₹26,27,613 thousand.

Capital structure & ownership

• Equity share capital ₹10,802 thousand.
• Total equity ₹16,50,960 thousand; reserves ₹84,996 thousand.
• Retained earnings ₹85,914 thousand.
• Promoter holding: Piramal Vibhuti Investments Ltd 68.12%.
• Kemp holds 10,000 VIP Industries Limited shares (0.01%).
• Kemp holds 1,768 shares in Piramal Vibhuti Investments Limited (1.34%).

Cash flow & liquidity

• Net cash from operating activities ₹-41,073 thousand.
• Net cash from investing activities ₹41,663 thousand.
• Net decrease in cash ₹590 thousand.
• Cash and cash equivalents ₹2,822 thousand.
• No term borrowings outstanding.

Related party transactions & governance

• RPT with VIP Industries Limited up to ₹2.50 crore p.a. (FY26-31).
• RPT with Piramal Vibhuti Investments Limited up to ₹2.00 crore p.a. (FY26-31).
• RPTs are in ordinary course and arm's length.
• Promoter group directors are involved in related parties.
• Kemp has 0.01% in VIP; 1.34% in Piramal Vibhuti.

Audit, governance & risk

• Statutory auditors: M L Bhuwania & Co LLP.
• Secretarial auditors: Ragini Chokshi & Co.
• 5 board meetings; 4 Audit Committee meetings in FY26.
• Director Mahendra Arora re-appointment; Raj Kataria ceased 29-09-25.
• Independent directors’ declarations received.

Outlook & risks

• Management focuses on improving performance; risk management framework in place.
• No material adverse changes post-year-end.
• Operations entirely in India; ongoing risk monitoring.

AGM details

• AGM scheduled 11 September 2026 at 3:00 PM IST, conducted via VC/OAVM.

Record dates

• Register of Members and share transfer books closed 5–11 September 2026.
• Record date for attendance and voting is 4 September 2026.

Key resolutions

• Ordinary: adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: re-appoint Mahendra Arora as Director by rotation.
• Special: continuation of Mahendra Arora as Non-Executive, Non-Independent Director.
• Ordinary: approve VIP Industries related party transactions up to Rs 2.5 crore annually for five years.
• Ordinary: approve Piramal Vibhuti Investments Limited related party transactions up to Rs 2 crore annually for five years.

Voting and dividend

• Voting results are not disclosed in the filing.
• No dividend proposal or declaration mentioned in the notice.

Directors and management changes

• Director Mahendra Arora seeks re-appointment; continuation by rotation.
• Continuation as NED to be considered under special resolution.

Auditors

• No auditor appointment changes announced.

Material related party transactions (VIP Industries)

• VIP Industries Limited: goods, licenses, and rent; max Rs 2.5 crore per annum; five-year term.

Material related party transactions (Piramal Vibhuti Investments)

• Piramal Vibhuti Investments Limited: tenancy and maintenance; max Rs 2 crore per annum; five-year term.

Other material approvals

• RPT approvals subject to Audit Committee and shareholder approval.

Key disclosures

• Board approved unaudited financial results for the quarter ended 30 June 2026.
• Statement includes segment-wise revenue, results and capital employed.
• Limited Review Report issued by statutory auditors.

Certificate receipt

• Certificate under Regulation 74(5) received from registrar for the reporting period.