Telge Projects Ltd

AGM notice and access

• 9th AGM set for Sep 15, 2026 at 11:30 IST via video conference.
• Notice and Annual Report for FY2025-26 accessible online to all members.
• Web-links and path provided to access AGM Notice and Annual Report.
• For unregistered emails, links to notices provided.

E-voting details

• Cut-off date for e-voting: Sep 11, 2026.
• E-voting window: Sep 12, 2026 09:00 to Sep 14, 2026 17:00.

Access to documents

• Web-links to Notice and Annual Report provided: telgeprojects.com.

Physical copies

• Physical copy of Annual Report available on request via investors@telgeprojects.com with Folio/DP/Client details.

AGM Details

• 9th AGM on 15 September 2026 at 11:30 IST via VC/OAVM.

Resolutions (Ordinary)

• Adoption of standalone financial statements for FY2025-26.
• Adoption of consolidated financial statements for FY2025-26.
• Re-appointment of Priti Vishal Telge, Non-Executive Director, retiring by rotation.
• Approve related party transactions with Telge Global Inc. for FY2026-27.
• Approve related party transactions with Draftco Inc. for FY2026-27.

Dividend

• Dividend not proposed for FY2025-26.

Director Changes

• Appointed Avinash Sachdev as Independent Director (Apr 2025), regularised Jun 2025.
• Appointed Shraddha Telge as Managing Director on Jun 25, 2025.
• Vishal Telge reappointed as Director (retiring by rotation) Jun 2025.
• Priti Vishal Telge to retire by rotation; reappointment recommended.

Auditor Appointments

• Statutory Auditor: RM Rajapurkar & Co; appointed 2024, tenure to 2029.
• Secretarial Auditor: KPN & Associates; appointed Nov 2025; to hold till ensuing AGM.
• Cost Auditor: Not applicable.

Material Related Party Transactions

• Telge Global Inc. (material subsidiary): services up to 10,000 lakhs; investment up to 1,000 lakhs.
• Draftco Inc. (step-down subsidiary): services up to 5,000 lakhs.

Other Material Approvals

• ESOP 2026 approved via postal ballot; BSE in-principle approval; up to 100,000 options.

Financials at a glance

• Standalone revenue ₹2,057.46 lakh; consolidated ₹4,021.03 lakh.
• Standalone EBITDA ₹477.89 lakh; consolidated ₹955.38 lakh.
• Standalone PAT ₹242.64 lakh; consolidated ₹627.42 lakh.
• EPS ₹2.86 (standalone); ₹7.00 (consolidated).

Operations and revenue mix

• Core offerings: BIM, structural design, MTO, architectural design.
• FY26: entered Architecture and Design services.
• Expanded North America delivery footprint.
• Global delivery across USA, Europe, UK, APAC and India.

IPO, capital and dividends

• IPO completed; 25,94,400 shares listed on BSE SME on Oct 3, 2025.
• Bonus issue of 61,67,784 shares (6:1) on Jun 26, 2025.
• Paid-up capital after IPO ₹9.79 crore (97,90,148 shares).
• IPO net proceeds ₹2,446.29 lakh; utilization deviations approved; restated comparatives.

Capital structure and liquidity

• Long-term borrowings: standalone ₹545.78 lakh; consolidated ₹574.48 lakh.
• Short-term borrowings ₹371.45 lakh.
• Cash and cash equivalents: standalone ₹1,814 lakh; consolidated ₹2,249.24 lakh.
• No public deposits; DPT-3 filed for amounts not deposits.

Governance and board

• Board of five; Shraddha Shailesh Telge as MD/CEO; Avinash S. Sachdev joined as Independent Director (Apr 29, 2025).
• CFO transition: Rutuja Ujalambkar replaced by Vinayak Mane (May 12, 2025).
• MD appointment as of Jun 25, 2025.
• Board meetings: 11; Audit Committee: 4; NRC: 2; Stakeholders' Relationship: 1.

Audit, controls and risk

• Statutory auditors M/s RM Rajapurkar & Co; unmodified opinions.
• Internal financial controls adequate and effective; no material weakness.
• IPO-related restatements noted; comparative information restated in prospectus.

Related party transactions

• RPT with Telge Global Inc. and Draftco Inc.; FY27 maximums ₹11,000 lakh and ₹5,000 lakh respectively.
• RPTs approved as arm's length; omnibus approvals for repetitive transactions.
• Quarterly reporting of actual utilization against approved limits.

Subsidiaries and consolidation

• Subsidiaries: Telge Global Inc. (USA) 90.86%; Midwest Detailing LLC; Draftco Inc; Edward Farr Architects Inc.
• Consolidated FY2025-26 revenue ₹4,074.41 lakh; PAT ₹594.41 lakh; non-controlling interest ₹97.85 lakh.

Risks and outlook

• BIM/AEC market growth with high digitisation; opportunities in data centres and digital construction.
• Risks include US client concentration, talent retention, cybersecurity, and FX exposure.
• Strategic priorities FY27-FY30: global expansion, acquisitions, AI-enabled engineering, data centre focus, sustainable engineering.

Director re-appointment

• Re-appointment of Mrs. Priti Vishal Telge as Non-Executive Director, subject to shareholders' approval.

Board report & MD&A

• Board approves FY2025-26 Board's Report and MD&A with AGM notice.

AGM details

• 9th AGM scheduled for Sep 15, 2026 at 11:30 IST via VC/OAVM.

E-voting & Scrutinizer

• Cut-off date Sep 11, 2026; remote e-voting Sep 12–14, 2026.
• Scrutinizer appointed: M/s KPN and Associates.

Regulatory disclosures

• Annexure A states director not debarred.
• Spouse of another director disclosed.

PIT disclosure details

• Code: Code of Conduct for Insider Trading under SEBI PIT Regulations.
• Disclosure received from designated person: Mr. Shailesh Uttam Telge.
• Record disclosure under Regulation 7(2)(b) for compliance.
• Compliance Officer: Namrata Vijay Bang (Company Secretary).

Financial results approved

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved with Limited Review Report.

Appointment of Company Secretary

• Ms Namrata Bang appointed Company Secretary and Compliance Officer, effective 16 July 2026.

IPO funds utilisation deviation

• Deviation in IPO proceeds utilisation approved by Postal Ballot (21 March 2026).

Amendment summary

• Board approved amendment to the Fair Disclosure Code for UPSI and inquiry procedures.

Purpose and scope

• Strengthens controls to prevent UPSI leaks and ensure uniform, prompt disclosures.
• Requires prompt SEBI notification of leaks, inquiries, and outcomes.

Governance and procedures

• Forms an Inquiry Committee with minimum three members: MD, CFO, CIO.
• CIO oversees compliance and UPSI dissemination; acts as Chief Investor Relations Officer unless appointed.
• Inquiry powers include collecting evidence, restricting access, and imposing disciplinary actions.
• Requires detailed investigation records and reporting to Audit Committee and Board.

Definitions and UPSI sharing

• UPSI includes non-public information likely to impact price.
• Legitimate purpose sharing permitted with partners, lenders, customers, suppliers, and advisors.

Roles and responsibilities

• Duties of CIO include informing Inquiry Committee and SEBI on leaks.
• Disciplinary actions to be decided and implemented per findings.

Disclosures and access

• Annexures A and B specify formats for stock exchanges and SEBI reporting.
• Policy to be accessible on company website under Investors Section.

Appointment details

• Namrata Bang appointed Company Secretary and Compliance Officer (KMP) at Telge Projects Ltd, effective 16 July 2026.
• Board approved the appointment on the Nomination and Remuneration Committee's recommendation.
• Ms. Namrata Bang is a qualified Company Secretary with governance and compliance experience.
• Previously with KPN and Associates, handling secretarial filings and governance matters.
• No relationship with directors or promoters disclosed.
• Designated as KMP and authorized for Company Secretary duties.

ESOP grant

• NRC approved grant of up to 39,909 ESOPs under TPL-ESOP 2026.
• Exercise price Rs 110 per option, ~30.6% discount to Rs 158.50 market price as on 15 Jul 2026.
• Total shares covered: 39,909 equity shares.
• Vesting period: not earlier than 1 year and not later than 5 years from grant.
• Exercise window: up to 2 years from vesting date.
• Scheme compliance: SEBI SBEB & SE Regulations.
• Approval date: 16 July 2026 by Nomination and Remuneration Committee.
• Signatory: MD & CEO Shraddha Shailesh Telge.
• Money realized on exercise: Not applicable.
• Diluted EPS on exercise not disclosed.