Kemp & Company held its 145th Annual General Meeting on September 11, 2026. The meeting transacted routine business items including the adoption of financial statements for FY26 and director re-appointments.

Mr. Maneck Davar, Chairman and Independent Director, chaired the proceedings conducted via Video Conferencing. The meeting commenced at 3:00 pm with the requisite quorum present. Key attendees included Managing Director Mrs. Shalini D. Piramal and CFO Mr. Vikram Somani.

Key Resolutions

Shareholders approved several critical governance and transactional matters during the brief session. The primary agenda items focused on board composition and related-party disclosures.

The Board also confirmed the continuation of Mr. Mahendra Kumar Arora’s directorship as a Non-Executive, Non-Independent Director. The statutory auditors, M/s. M L Bhuwania and Co. LLP, reported no qualifications on the financial statements.

Voting Process

National Securities Depository Limited facilitated remote e-voting from September 8 to September 10, 2026. Shareholders holding records as of September 4, 2026 were eligible to vote. M/s. Ragini Chokshi & Co. served as the scrutinizer for the voting process.

The Chairman noted that no shareholders requested to speak during the meeting. Voting results will be published on the company website and exchange portals within two working days of the meeting conclusion.

Kemp & Company has convened its 145th Annual General Meeting (AGM) for September 11, 2026, to transact ordinary and special business, including the approval of significant related-party transactions. The meeting will be held via Video Conferencing or Other Audio Visual Means (VC/OAVM) in compliance with Ministry of Corporate Affairs and SEBI circulars.

The primary focus of the special business is the ratification of ongoing commercial arrangements with two key related parties: VIP Industries Limited and Piramal Vibhuti Investments Limited. These approvals are required under Section 188 of the Companies Act, 2013, and Regulation 23 of the SEBI LODR Regulations, as the proposed transaction values exceed the materiality threshold of 10% of the company’s annual consolidated turnover.

Related-Party Transaction Approvals

Shareholders are asked to pass ordinary resolutions for omnibus approvals covering a period of five consecutive financial years, from FY27 to FY31. The proposed limits and nature of these transactions are detailed below:

In FY25-26, Kemp & Company’s actual transactions with VIP Industries included ₹56.96 lakh for purchase of goods, ₹4.5 lakh for monthly tenancy, and a one-time purchase of immovable property worth ₹40.30 crore. Transactions with Piramal Vibhuti Investments, the company’s holding entity, totaled ₹22.36 lakh for monthly tenancy and ₹67.07 lakh for maintenance charges during the same period.

Director Re-Appointment

The AGM will also address the continuation of Mr. Mahendra Kumar Arora as a Non-Executive, Non-Independent Director. Having attained the age of 75, his reappointment requires a special resolution under Regulation 17(1A) of the SEBI LODR Regulations. Mr. Arora, who has over five decades of experience in corporate law and general management, is eligible for reappointment by rotation.

What the Numbers Show

The proposed related-party transactions represent a significant portion of Kemp & Company’s operational scale. The ₹2.5 crore annual limit for VIP Industries corresponds to 83.40% of the listed entity’s annual consolidated turnover in the preceding financial year. Similarly, the ₹2 crore limit for Piramal Vibhuti Investments accounts for 66.72% of that same turnover base. This high percentage indicates that while the absolute monetary values are modest, they constitute a material share of the company’s reported revenue, necessitating strict shareholder oversight under regulatory frameworks.

Meeting Logistics

Remote e-voting will be facilitated by National Securities Depository Limited (NSDL) from September 8, 2026, at 9:00 am to September 10, 2026, at 5:00 pm. The record date for determining voting rights is September 4, 2026. Shareholders holding securities in demat mode can vote through their depository participant interfaces, while physical shareholders must use their folio numbers for authentication.