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Nila Infrastructures Ltd — Proxy Solicitation & Information Statement 2026
Jul 7, 2026
62613_rns_2026-07-07_cdf8a424-a9e7-416f-81ba-299f09b46e10.pdf
Proxy Solicitation & Information Statement
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NILA
NILA INFRASTRUCTURES LIMITED
Nila/Cs/2026/42
Date: July 07, 2026
To,
The Department of Corporate Services
BSE Limited
Phirozee Jeejeebhoy Towers,
Dalal Street,
Mumbai- 400 001
Scrip Code: 530377
To,
The Listing Department
National Stock Exchange of India Limited
Exchange Plaza, C/1, Block G,
Bandra-Kurla Complex, Bandra (E),
Mumbai - 400 051
Scrip Symbol: NILAINFRA
Dear Sir,
Subject: Intimation of 36th Annual General Meeting ("AGM"), Book Closure and E-voting Period and Other Information
Annual General Meeting (AGM):
The 36th AGM of the Members of Nila Infrastructures Limited will be held on Friday, July 31, 2026 at 11:30 a.m. through Video Conferencing (VC) or Other Audit Visual Means (OAVM) without the physical presence of members at a common venue.
Book Closure:
The Register of Members and Share Transfer Register of the Company shall remain closed from July 25, 2026 to July 31, 2026 (both days inclusive) for the purpose of 36th AGM.
E Voting and Cut-off Date:
The Company is offering facility to the members to cast their vote electronically through Remote e-Voting prior to and e-Voting during the AGM provided by National Securities Depository Limited (NSDL) through their platform i.e. www.evoting.nsdl.com. The cut-off date for determining the eligibility of members to vote through Remote e-Voting and e-Voting during the AGM is July 24, 2026. The voting rights of the members shall be in proportion to their shareholding in the paid up share capital of the Company as on the cut-off date being July 24, 2026.
The remote e-voting commences on Tuesday, July 28, 2026 at 09:00 a.m. and will end on Thursday, July 30, 2026 at 05:00 p.m.
A copy of the Notice of the 36th AGM to be held through VC/OAVM is enclosed herewith for the necessary compliance by the exchange.
The above submission may please be considered as due compliance of respective provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Thanking you,
For, Nila Infrastructures Limited
DIPEN
PARIKH
Dipen Y Parikh
Company Secretary
Encl: a/a
Registered Office:
1st floor, Sambhaav House
Opp. Chief Justice's Bungalow
Bodakdev, Ahmedabad 380015
Tel.: +91 79 4003 6817 / 18, 2687 0258
Fax: +91 79 3012 6371
e-mail: [email protected]
www.nilainfra.com

NILA INFRASTRUCTURES LIMITED
CIN: L45201GJ1990PLC013417
Registered Office: 1STFloor, Sambhaav House,
Opp. Chief Justice's Bungalow,
Bodakdev, Ahmedabad - 380015.
Tel.: 091 79 40036817/18, 26870258 | E-mail: [email protected] | Website: www.nilainfra.com
NOTICE OF 36th ANNUAL GENERAL MEETING OF NILA INFRASTRUCTURES LIMITED
NOTICE IS HEREBY GIVEN THAT THE 36th ANNUAL GENERAL MEETING ("AGM") OF THE MEMBERS OF NILA INFRASTRUCTURES LIMITED WILL BE HELD ON FRIDAY, 31 JULY 2026 AT 11:30 A.M. THROUGH VIDEO CONFERENCING/OTHER AUDIO-VISUAL MEANS (VC) TO TRANSACT THE FOLLOWING BUSINESS:
ORDINARY BUSINESS:
- To receive, consider and adopt the audited financial statements of the Company on standalone and consolidated basis for the financial year ended on 31 March 2026 including the balance sheet as at 31 March 2026, the statement of profit & loss for the financial year ended on that date, and the reports of the auditors and directors thereon for the financial year ended on 31 March 2026.
- To appoint a director in place of Mr. Deep S Vadodaria (DIN:01284293), who retires by rotation pursuant to the provisions of Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
- To ratify the remuneration of Cost Auditor of the Company M/s Dalwadi & Associates:
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.
RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s Dalwadi & Associates, Cost Accountants at Ahmedabad (FRN. 000338) appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2026-27, amounting to INR 80,000/- (Rupees Eighty Thousand Only) per annum be and is hereby ratified and confirmed.
- Re-appointment of Mr. Revant Bhatt (DIN: 09197805) as an Independent Director:
To consider and if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL RESOLUTION:
RESOLVED THAT pursuant to the provisions of Sections 149 (6), 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013), the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re enactment thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Revant A. Bhatt (DIN: 09197805), be and is hereby reappointed as an Independent Director of the Company to hold office for the second term of 5 (five) consecutive years w.e.f. 07 October 2026, not liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Director of the Company including its Committees be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution.
Date: 25 June 2026
Place: Ahmedabad
By order of the Board of Directors of Nila Infrastructures Limited
Nila Infrastructures Ltd.
CIN: L45201GJ1990PLCO13417
Registered Office: First Floor, "Sambhaav House",
Opp. Chief Justice's Bungalow, Bodakdev,
Ahmedabad - 380015; Tel: +91 79 4003 6817/18, Fax: +91 79 3012 6371
Email: [email protected]; Website: www.nilainfra.com
Dipen Y. Parikh
Company Secretary
IMPORTANT NOTES:
-
The Government of India, Ministry of Corporate Affairs has allowed conducting Annual General Meeting through Video Conferencing (VC) or Other Audio Visual Means (OAVM) and dispended the personal presence of the members at the meeting. Accordingly, the Ministry of Corporate Affairs issued Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 5, 2020 and Circular No. 02/2021 dated January 13, 2021 and Circular No. 21/2021 dated December 14, 2021 and 02/2022 dated May 5, 2022, 10/2022 dated December 28, 2022 and latest being 09/2023 dated September 25, 2023 ("MCA Circulars") and Circular No. SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/DDHS/P/CIR/2022/0063 dated May 13, 2022, SEBI/HO/CRD/PoD-2/P/ CIR/2023/4 dated January 5, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 issued by the Securities Exchange Board of India ("SEBI Circular") prescribing the procedures and manner of conducting the Annual General Meeting through VC/OVAM. and therefore, physical attendance of the Members to the AGM venue is not required and AGM be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM being provided by the Company.
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Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
| 3. | The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis. |
|---|---|
| 4. | The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. |
| 5. | Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. |
| 6. | For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL. |
| 7. | In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.nilainfra.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com. |
| 8. | The AGM is being convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No 2/2022 Dated May 05, 2022. |
| 9. | The register of members and the share transfer books of the Company will remain closed from 25 July 2026 to 31 July 2026 [both days inclusive] for the purpose of the AGM for the year ended on 31 March 2026. |
| 10. | The e-voting period commences on 28 July 2026 (9:00 AM) and ends on 30 July 2026 (5:00 PM). During this period, members holding shares either in physical or dematerialized form, as on cut-off date, i.e. as on 24 July 2026 may cast their votes electronically. The e-voting module will be disabled by NSDL for voting thereafter. A member will not be allowed to vote again on any resolution on which vote has already been cast. The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut off date, i.e. as on 24 July 2026. |
| 11. | The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM. |
| 12. | The explanatory statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to special business at the meeting, is annexed hereto. |
- THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -
The remote e-voting period begins on 28 July 2026, (9:00 AM) and ends on 30 July 2026 (5:00 PM). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 24 July 2026 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 24 July 2026.
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
Step 1: Access to NSDL e-Voting system:
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in Demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. | 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under “IDeAS” section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
| 2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp |
| Type of shareholders | Login Method |
|---|---|
| 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. | |
| Individual Shareholders holding securities in demat mode with CDSL. | 1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. |
| 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. | |
| 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. | |
| 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress. | |
| Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name or e-Voting service provider-NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 1800 22 55 33 |
Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
- Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
- Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
Your User ID details are given below:
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical | Helpdesk Details |
|---|---|
| a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID |
| For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. | |
| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID |
| For example if your Beneficiary ID is 12 then your user ID is 12 | |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company |
| For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
- Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?
i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
- If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
i) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
ii) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
iii) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
iv) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
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Now, you will have to click on "Login" button.
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After you click on the "Login" button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
- After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
- Now you are ready for e-Voting as the Voting page opens.
- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
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General Guidelines for shareholders
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Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000 or send a request to (Ms. Pallavi Mhatre) at [email protected]
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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
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In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
- In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected].
- Alternatively, member may send an e-mail request to [email protected] for obtaining User ID and Password by proving the details mentioned in Point (1) or (2) as the case may be.
- THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER: -
i. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
ii. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
iii. Members who have voted through Remote e-Voting will be eligible to participate in the AGM. However, they will not be eligible to vote at the AGM.
iv. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
- INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGHVC/OAVM ARE AS UNDER:
i. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.
ii. Members are encouraged to join the Meeting through Laptops for better experience.
iii. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
iv. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
v. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker may send their request mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The request for speaker shareholder must be received on or before the cut-off date of 24 July 2026.
vi. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend, if any. The Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members. Members holding shares in physical form and desirous of either registering bank particulars or changing bank particulars already registered against their respective folios for payment of dividend are requested to write to the Company. The Company request those Members who have not yet registered their e-mail address, to register the same directly with their DP, in case shares are held in electronic form and to the Company, in case shares are held in physical form.
vii. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.
viii. Details under Regulation 36(3) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 in respect of the Directors seeking appointment/re-appointment at the annual general meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/re-appointment.
ix. Since the AGM will be held through VC in accordance with the Circulars, the route map, proxy form and attendance slip are not attached to this Notice.
x. In compliance with the Circulars, the Annual Report 2025-26, the Notice of the 36th AGM, and instructions for e-voting are being sent only through electronic mode to those members whose email addresses are registered with the Company / depository participant(s).
xi. Members may also note that the Notice of the 36th AGM and the Annual Report for the financial year 2025-26 will also be available on the Company's website www.nilainfra.com, website of stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited, at www.bseindia.com and www.nseindia.com respectively, for their downloading. The physical copies of the aforesaid documents will also be available at the Company's registered office at Ahmedabad for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company's investor email id: [email protected].
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Further the members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.
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In terms of Section 72 of the Companies Act, 2013, nomination facility is available to individual shareholders holding shares in the physical mode. The shareholders who are desirous of availing this facility, may kindly write to Company's R & T Agent for nomination form by quoting their folio number.
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The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode.
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The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date of 24 July 2026.
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Any person, who acquires shares of the Company and becomes a member after sending of the notice and holding shares as on the cut-off date i.e. 24 July 2026, may obtain login ID and password by sending an email to [email protected]. However, if a person is already registered with NDSL for remote e-voting then he/she can us his/her existing user ID and password can be used for casting the vote.
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Mr. Umesh Ved of Umesh Ved & Associates, Practicing Company Secretary (Membership No. 4411) (Address: 304, Shoppers Plaza - V, Opp: Municipal Market, C G Road, Navrangpura, Ahmedabad - 380009), has been appointed as the Scrutinizer to scrutinize the e-voting process during the annual general meeting in a fair and transparent manner.
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The Scrutinizer will submit his report to the Chairman of the Company ('the Chairman') or to any other person authorized by the Chairman after the completion of the scrutiny of the e-voting (votes casted during the AGM and votes casted through remote e-voting), not later than two working days from the conclusion of the AGM. The result declared along with the Scrutinizer's report shall be communicated to the stock exchanges, NSDL, and RTA and will also be displayed on the Company's website at www.nilainfra.com.
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At the previous 35th AGM, the Company has made appointment of Umesh Ved & Associates as Secretarial Auditor for a term of 5 (five) years to conduct secretarial audit for the financial year from 2025-26 to 2029-30 for which, as stipulated in the resolution of appointment, a fees of INR 72,000/- (Rupee Seventy Two Thousand Only) per annum has been decided and approved by the audit committee.
All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (09:30 am to 06:30 pm) on all working days, up to and including the date of the Annual General Meeting of the Company.
INFORMATION AS REQUIRED UNDER REGULATION 36(3) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2) IN RESPECT OF DIRECTORS SEEKING RE-APPOINTMENT / APPOINTMENT:
| Particular | Mr. Revant Bhatt | Mr. Deep S Vadodaria |
|---|---|---|
| Appointment as Independent Director | Re-appointment as Non-Executive Director upon retirement by rotation. | |
| DIN | 09197805 | 01284293 |
| Date of Birth | 03 December 1991 | 27 January 1985 |
| Age | 35 | 41 Years |
| Nationality | Indian | Indian |
| Original Date of appointment on Board | 07 October 2022 | 25 May 2023 |
| Qualification | Commerce Graduate | Commerce Graduate |
| Experience | More than 10 years | More than 18 years |
| Expertise in functional area | Business, Commercial and Operational Management, Real Estate Laws. | Land Acquisition and Development, Construction, engineering, Project Management and Execution, Business Planning and Marketing, Strategic Management, Communication and Media. |
| Last drawn remuneration | Nil | Nil |
| Number of Board Meetings attended during 2025-26 | 4 | 4 |
| Shareholding in the Company | 6312 equity shares of INR 1 each | 31752108 equity shares of INR 1 each |
| Name of Directorship held in other Companies | Nil | 1. Nila Spaces Ltd. |
| 2. Romanovia Industrial Park Pvt. Ltd. | ||
| 3. Nila Terminals Amreli Pvt. Ltd. | ||
| 4. Vyapnila Terminals Modasa Pvt. Ltd. | ||
| 5. Gujarat News Broadcasters Pvt. Ltd. | ||
| 6. SML Digital Media Pvt. Ltd. | ||
| 7. Nila Urban Living Pvt. Ltd. | ||
| 8. Plouton Sanctum Pvt. Ltd. |
| Membership / Chairmanship of Committees of other public companies | Nil | Nil |
|---|---|---|
| Relationship with other Board Members and KMPs | There is no inter se relationship with other Board Members and KMPs. | There is no inter se relationship with other Board Members and KMPs, except Mr. Manoj Vadodaria and Mr. Deep Vadodaria are relative and belongs to the promoter group. |
| Terms and Conditions of appointment or re-appointment along with details of remuneration. | Reappointment for a second term of 5 (five) consecutive years w.e.f 07 October 2026 eligible for sitting fees only & not liable to retire by rotation. The detailed terms are available at the website of the Company at www.nilainfra.com | Re-appointment upon retirement by rotation as a Non-Executive Director entitled to siting fees and liable to retire by rotation. |
Explanatory Statement pursuant to the Section 102(1) of the Companies Act, 2013
Item No.: 3
M/s Dalwadi & Associates, Cost Accountant (FRN: 000338) Ahmedabad has been appointed, on recommendation of the Audit Committee, as the Cost Auditor of the Company by the Board of Directors to conduct the cost audit of the cost records for the financial year ending on 31 March 2027.
In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014, the remuneration payable to the Cost Auditors recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by the members of the Company.
Accordingly, consent of the members is sought for passing Ordinary Resolution as set out in the Item No. 3 of the notice for ratification of the remuneration of the Cost Auditor for the financial year ending on 31 March 2027.
None of the Directors and/or Key Managerial Personnel of the Company or their relatives is in any way concerned or interested, financially or otherwise, as set out in Item No. 3 of the Notice.
The Board accordingly recommends Ordinary Resolution as set out in Item No. 3 of the Notice for approval by the Shareholders.
Item No.: 4
The first term of Mr. Revant Bhatt (DIN:09197805) as an Independent Director is completing on 07 October 2026 and the Board of Directors had, upon recommendation of the Nomination and Remuneration Committee, approved and proposed re-appointment of Mr. Revant Bhatt (DIN:09197805) as an Independent Director for the second term comprising of 5 (five) consecutive years w.e.f 07 October 2026. In terms of the provisions of SEBI LODR Regulations, it is required to approve, the appointment / re-appointment of any Independent Director, from the shareholders of the Company by passing special resolution. Therefore, this resolution is placed before the shareholders for approval of re-appointment of Mr. Revant Bhatt for a second term of comprising of 5 (five) consecutive years w.e.f 07 October 2026 as a Non-Executive Independent Director of the Company.
The Company has received from Revant Bhatt consent in writing to act as Independent Director and other necessary documents relating to his appointment, including disclosures, declarations and undertakings under various laws. In the opinion of the Board, Mr. Revant Bhatt fulfils the conditions specified in the Companies Act, and Rules made thereunder and SEBI LODR Regulations for his appointment as an Independent Director of the Company and he is independent of the Management of the Company.
Mr. Revant Bhatt brings with himself extensive experience of real estate and construction sector of more than a decade varying in different segments including Business Management, Legal, Litigations, Compliances, Marketing & Sales, Communication and PR. Mr. Revant Bhatt has graduated in Economics and done diploma in International Relations from University of Pune.
Copy of the letter of re-appointment for Independent Director setting out the terms for appointment of Mr. Revant Bhatt is available for inspection by the members at the Registered Office on all working days during working hours and also available at the website of the Company at www.nilainfra.com. Brief Profile and other details of Mr. Revant Bhatt forms part of the Annual Report.
None of the Directors and Key Managerial Personnel of the Company or their relatives, except Mr. Revant Bhatt (whose re-appointment is proposed in these resolution), is in any way concerned or interested, financially or otherwise, as set out in Item No. 4 of the Notice.
The Board accordingly recommends Special Resolution as set out in Item No. 4 of the Notice for approval by the Shareholders.
Date: 25 June 2026
Place: Ahmedabad
By order of the Board of Directors of Nila Infrastructures Limited
Dipen Y. Parikh
Company Secretary
Nila Infrastructures Ltd.
CIN: L45201GJ1990PLCO13417
Registered Office: First Floor, "Sambhaav House",
Opp. Chief Justice's Bungalow, Bodakdev,
Ahmedabad - 380015; Tel: +91 79 4003 6817/18, Fax: +91 79 3012 6371
Email: [email protected]; Website: www.nilainfra.com