Notice of Annual General Meeting

ANNUAL REPORT 2025-26 AZAD INDIA MOBILITY LTD ANNUAL REPORT 2025-26 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that 65th Annual General Meeting of Azad India Mobility Limited will be held on Monday, 28th September, 2026 at 12.30 P.M at The The Kanara Saraswat Association, 7, Chikhalwadi Rd, Talmakiwadi Co-oper- ative Housing Society, Chikalwadi, Tardeo, Mumbai, Maharashtra 400007 to transact the following business: ORDINARY BUSINESS 1. Adoption of Accounts, Report of the Auditors and Directors thereon: To receive, consider, approve and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 together with the Reports of Board of Directors and Auditors thereon. 2. Re-appointment of Director retiring by rotation: To appoint a director in place of Mr. Bupinder Singh Chadha (DIN: 00151568) who retires by rotation at this Annual General Meeting and being eligible, offers himself for re- appointment. 3. Re-appointment of Statutory Auditor 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 139 and other applicable provisions, if any, of the Companies Act, 2013, read with rules made there under, M/s. R. Bhargava and Associates, Chartered Accountants, (FRN No. 012788N), retiring auditor of the Company be and are hereby re-appointed as Statutory Auditors of the Company, to hold office from the conclusion of 65th Annual General Meeting until the conclusion of the 70th Annual General Meeting of the Company, subject to ratification of the appointment by the Members of the Company at every Annual General Meeting as per the provisions of the Companies Act, 2013, at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors SPECIAL BUSINESS 4. Approval of waiver for recovery of excess managerial remuneration paid to Mr. Bupinder Singh Chadha, Managing Director for the Financial Year 2025-26 To consider and if thought fit to pass, the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 197(10) of the Companies Act, 2013 read with Schedule V and other applicable provisions, if any of the Companies Act, 2013 (“the Act”) and the Rules made thereunder, including any statutory modification thereof and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded to ratify and waive recovery of excess remuneration of ` 60,05,000/- (Rupees Sixty Lakhs Five Thousand only), paid to Mr. Bupinder Singh Chadha (DIN: 00151568), Managing Director during the Financial Year 2025-26, which is in excess of the limits prescribed under Section 197(1) of the Companies Act, 2013 read with Section II (A) of Part II of Schedule V to the Companies Act, 2013. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters, and things as may be considered necessary or desirable to give effect to this resolution in this regard.” Driving Innovation. Powering Sustainable Mobility AZAD INDIA MOBILITY LTD ANNUAL REPORT 2025-26 5.Approval of waiver for recovery of excess managerial remuneration paid to Mr. Charnjit Singh Chadha, Executive Director for the Financial Year 2025-26 To consider and if thought fit to pass, the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 197(10) of the Companies Act, 2013 read with Schedule V and other applicable provisions, if any of the Companies Act, 2013 (“the Act”) and the Rules made thereunder, including any statutory modification thereof and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded to ratify and waive recovery of excess remuneration of ` 26,30,000/- (Rupees Twenty Six Lakhs Thirty Thousand only), paid to Mr. Charnjit Singh Chadha (DIN: 00151726), Executive Director during the Financial Year 2025-26, which is in excess of the limits prescribed under Section 197(1) of the Companies Act, 2013 read with Section II (A) of Part II of Schedule V to the Companies Act, 2013. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters, and things as may be considered necessary or desirable to give effect to this resolution in this regard.” 6.Approval of material related party transactions of the Company with Azad Coach Private Limited. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any of the Companies Act, 2013 (“the Act”), read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014) and pursuant to Regulation 23(4) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”), as amended from time to time, read with circulars issued by Securities and Exchange Board of India dated 30th March, 2022 and 8th April, 2022 and the Company’s Policy on materi- ality of and dealing with related party transactions and pursuant to the omnibus approval granted by the Audit Committee, approval of the members of the Company be and is hereby accorded to material relat- ed party transactions of the Company with Azad Coach Private Limited, which inter-alia are in the nature of sale, purchase or supply of goods or materials, availing or rendering of services, leasing/renting of property of any kind and paying/receiving the rent or giving/receiving the security deposit for such prop- erty, selling or otherwise disposing off or buying property of any kind including plant and equipment, reimbursements to be made or received (“Transactions”), entered into or to be entered into in ordinary course of business and on arm’s length basis, which taken together during a financial year may exceed 10% of the Annual Consolidated Turnover of the Company as per the last audited financial statements, provided that aggregate amount of all such Transactions taken together during a Financial Year shall not exceed Rs.` 200,00,00,000/- (Rupees Two Hundred Crores) and that the approval of the members shall be valid from the date of passing of this resolution for a period of one year. RESOLVED FURTHER THAT the approval of members be and is hereby accorded to Related Party Transactions with Azad Coach Private Limited which may be entered into by the Company, where the need for such transactions cannot be foreseen and requisite details are not available, provided that the value of such transactions does not exceed Rs. 50,00,00,000/- (Rupees Fifty Crore) per transaction provided that aggregate value of such transactions taken together with the Transactions entered into during a Financial Year in aggregate shall not exceed the aforesaid limits of Rs. 200,00,00,000/- (Rupees Two Hundred Crores) provided that such transaction(s) / contract(s) / arrangement(s) / agreement(s) is / are carried out at an arm’s length basis and in the ordinary course of business. RESOLVED FURTHER THAT approval of the members be and is hereby accorded to the Board of Directors and/or Company Secretary of the Company (which includes any Committee of the Board) to do all necessary acts, deeds, things and execute all such documents, undertaking as may be necessary in this regard from time to time to give effect to the above resolution.” Driving Innovation. Powering Sustainable Mobility AZAD INDIA MOBILITY LTD ANNUAL REPORT 2025-26 7. Sub- Division (Stock Split) Of Equity Sha [Showing first 8,000 characters — download PDF for full document]