NSEAddendum4d ago · 18 Sept 2026, 05:11 pm
Addendum
Navkar Urbanstructure Limited · NAVKARURB
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Navkar Urbanstructure Limited has informed the Exchange about an Addendum to the Notice dated August 31, 2026, convening the 34th Annual General Meeting. The Addendum serves to append a fresh Item No. 5 to the original Notice, to be transacted as a Special Business at the upcoming AGM. The Special Business is related to the approval for the disposal of the Pipe Unit (UNIT-1) via slump sale as a going concern.
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Navkar Urbanstructure Limited has informed the Exchange about Addendum
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NAVKAR9_18092026171101_Addendum_to_AGM_Notice.pdf
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NAVKAR
URBANSTRUCTURE
LIMITED
ADDENDUM TO THE NOTICE DATED AUGUST 31, 2026 CONVENING
THE 34TH ANNUAL GENERAL MEETING
Dear Members,
NOTICE is hereby given that the 34t Annual General Meeting ("AGM") of the Members of
Navkar Urbanstructure Limited is scheduled to be held on Wednesday, September 30,
2026, at 11:30 a.m. through Video Conferencing (“VC”) / Other Audio-Visual Means
(“OAVM”). This Addendum shall serve to append a fresh Item No. 5 to the original Notice
dated August 31, 2026, to be transacted as a Special Business at the upcoming AGM.
This Addendum is being circulated to all members in accordance with Section 102 of the
Companies Act, 2013, and should be read along with the notes, instructions, and remote e-
voting procedures detailed in the original AGM Notice.
SPECIAL BUSINESS:
Item No. 5: Approval for Disposal of the Pipe Unit (UNIT-1) via Slump Sale as a Going
Concern
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 Section 180(1)(a) and other applicable
provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or
re-enactment thereof for the time being in force), read with the relevant Rules made
thereunder, the Memorandum and Articles of Association of the Company, and subject to
such other regulatory approvals, permissions, and sanctions as may be required, the
consent of the Members of the Company be and is hereby accorded to the Board of
Directors of the Company (hereinafter referred to as the 'Board’, which term shall include
any Committee or authorized persons thereof) to sell, transfer, assign, convey, or otherwise
dispose of the Company's specified business undertaking, namely UNIT-1 (Pipe Division),
located in the State of Gujarat, as a going concern on an ‘As Is Where Is' and 'As Is What Is’
slump sale basis to M/s ] and M Enterprises, a partnership firm, for an aggregate lump-
sum commercial consideration of %1,00,000/- (Rupees One Lakh only), which is in
alignment with the valuation report issued by an IBBI Registered Valuer.
RESOLVED FURTHER THAT the Board be and is hereby authorized to enter into, execute,
and deliver the Business Transfer Agreement, deeds of assignment, conveyances,
declarations, and all such other legal and commercial instruments necessary to finalize
and conclude the transaction on behaofl tfhe Company.
Regd. Office: 304, Circle 'P', Near Prahaladnagar Garden, S. G. Road, Ahmedabad 380 051 ( Gujarat - INDIA ).
CIN: L45200GJ1992PLCO17761 | Tele Fax: (079) 48484095
E-Mail: info@navkarurbanstructure.com / navkarbuilders@yahoo.co.in | Web: www.navkarurbanstructure.com
NAVKAR
URBANSTRUCTURE
LIMITED
RESOLVED FURTHER THAT the Board be and is hereby authorized to take all necessary
sequential steps, file applications with statutory or governmental authorities, resolve
queries or unexpected procedural difficulties, and delegate any or all powers conferred
herein to any Director or Key Managerial Personnel (KMP) of the Company to give full
effect to this resolution.”
By Order of the Board of Directors
For Navkar Urbanstructure Limited
Harsh Shah
Managing Director
DIN: 01662085
Place: Ahmedabad
Date: September 18, 2026
Regd. Office: 304, Circle 'P', Near Prahaladnagar Garden, S. G. Road, Ahmedabad 380 051 ( Gujarat - INDIA ).
CIN: L45200GJ1992PLCO17761 | Tele Fax: (079) 48484095
E-Mail: info@navkarurbanstructure.com / navkarbuilders@yahoo.co.in | Web: www.navkarurbanstructure.com
NAVKAR
URBANSTRUCTURE
LIMITED
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT,
2013
Item No. 5:
The Board of Directors at its meeting held on August 12, 2026, considered and approved
the execution of a Business Transfer Agreement for hiving off its captive business division,
namely UNIT-1 (Pipe Division), as a going concern on a slump sale basis.
UNIT-1 was established as a captive plant primarily to supply RCC Hume Pipes for
execution of sewage pipeline and allied infrastructure works inside the State of Gujarat.
These key projects have now been successfully completed or substantially completed.
Consequently, there is currently negligible demand from the market, and the unit is not
generating any operational revenue or turnover. Keeping the infrastructure unutilized or
trying to shift/relocate the plant configurations to another state has been evaluated as
economically unviable. The hiving off will optimize the Company's operational resource
framework and unlock better overall asset utilization at the leased premises.
The summary of critical parameters of the transaction under Regulation 30 of SEBI
(LODR) Regulations, 2015 is listed below:
@ ) Financial Position: UNIT-1 contributed Nil revenue during FY 2025-26. The net worth
attributable to the unit is 9.62 crore, representing approximately 6% of the Company’s
total net worth as of March 31, 2026.
(b Valuation Baseline: The Company obtained an independent business valuation report from
a Registered Valuer registered with the Insolvency and Bankruptcy Board of India (IBBI)
based on book metrics up to June 30, 2026. The agreed aggregate lump-sum consideration
0f%1,00,000/- follows this report.
(c) Buyer Details: The purchaser is M/s ] and M Enterprises, a partnership firm based at
Sanand, Ahmedabad.
(d Completion: The estimated date of completion of transaction shall be on or before 20th
October, 2026.
Pursuant to Section 180(1)(a) of the Companies Act, 2013, the disposal of the whole or
substantially the whole of an undertaking requires shareholder authorization via a Special
Resolution.
None of the Promoters, Directors, or Key Managerial Personnel (KMP) of the Company, nor
their respective relatives, have any direct or indirect commercial or financial interest in the
Purchaser firm or in the proposed transaction. The transaction does not fall under the
category of a Related Party Transaction (RPT).
Regd. Office: 304, Circle 'P', Near Prahaladnagar Garden, S. G. Road, Ahmedabad 380 051 ( Gujarat - INDIA ).
CIN: L45200GJ1992PLCO17761 | Tele Fax: (079) 48484095
E-Mail: info@navkarurbanstructure.com / navkarbuilders@yahoo.co.in | Web: www.navkarurbanstructure.com
NAVKAR
URBANSTRUCTURE
LIMITED
The Board recommends the Special Resolution set out at Item No. 5 for your approval.
Kindly treat this addendum as part and parcel of original Annual report dated
August 31,2026 and shall read it together with the said annual report 2025-26.
By Order of the Board of Directors
For Navkar Urbanstructure Limited
Harsh Shah
Managing Director
DIN: 01662085
Place: Ahmedabad
Date: September 18, 2026
Regd. Office: 304, Circle 'P', Near Prahaladnagar Garden, S. G. Road, Ahmedabad 380 051 ( Gujarat - INDIA ).
CIN: L45200GJ1992PLCO17761 | Tele Fax: (079) 48484095
E-Mail: info@navkarurbanstructure.com / navkarbuilders@yahoo.co.in | Web: www.navkarurbanstructure.com