Pace Digitek MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 23 May 2026, 2 fund houses

• To approve material related party transactions between M/s. Pace Digitek Limited and M/s. Lineage Power Private Limited.

  ›Against Bandhan Mutual Fund, Taurus Mutual Fund

  • Bandhan Mutual FundNon-Compliant with RPT Industry Standards and SEBI Circular: Non-disclosure of required information (including basis for determination of price and RPTs details in the preceding quarter data) as per the RPT Industry Standards mandated by SEBI. Governance & Transparency Concern: No clarity w.r.t. to the basis of arm’s length pricing. Unclear if there is a significant shift in proposed RPTs limit as compared to previous years transactions. Lack of clarity w.r.t. to sustainability of RPT limits given the financials of the Company and the related party. Ambiguity w.r.t. to the transactions dealing with Corporate Guarantee(s).
  • Taurus Mutual FundLineage Power Private Limited is a 79.74% subsidiary of Pace Digitek Limited and is involved in the business of manufacturing Battery Energy Storage System (BESS) and passive equipment for telecom tower installation, optical fibre cable laying and solar panels for the solarization of telecom towers. The transactions with Lineage Power Private Limited aggregated Rs. 5.5 bn during FY25. The proposed transactions include sale of components and products related to the manufacture of Battery Energy Storage System (BESS) solutions, purchase of BESS including Power Conversion Systems (PCS) and Energy Management Systems (EMS) and receipt of management support services. The transactions are in the ordinary course of business and on an arm’s length basis. However, the company must clarify the rationale for the promoters holding ~20.6% equity stake in Lineage Power Private Limited. Further, for related party transactions involving provision of financial assistance to Lineage Power Private Limited, the company must disclose the detailed terms of such including interest rates, repayment schedules, or whether such support will be extended only in proportion to Pace Digitek's effective shareholding. The company should also provide a detailed rationale for the significantly high transaction limit being sought: the proposed limit is 688.12% of the annual standalone turnover of Lineage Power Private Limited for the FY25. In the absence of adequate clarity, and given these concerns, we are unable to support the resolution.

  0 for2 against
• To approve material related party transactions between M/s. Pace Digitek Limited and M/s. Pace Ecoplanet Solace Private Limited.

  ›Against Bandhan Mutual Fund, Taurus Mutual Fund

  • Bandhan Mutual FundNon-Compliant with RPT Industry Standards and SEBI Circular: Non-disclosure of required information (including basis for determination of price) as per the RPT Industry Standards mandated by SEBI. Governance & Transparency Concern: No clarity w.r.t. to the basis of arm’s length pricing; Lack of clarity w.r.t. to sustainability of RPT limits given the financials of the Company and the related parties.
  • Taurus Mutual FundPace Ecoplanet Solace Private Limited, a 60.0% subsidiary of Pace Digitek Limited, was incorporated in January 2026, as a Special Purpose Vehicle (SPV) formed for the execution of the project received from Maharashtra State Electricity Generation Company Limited (MAHAGENCO). It is involved in the manufacturing, assembling, trading, and dealing in energy - related products and equipment, including batteries, energy storage systems, power generation and conversion devices, along with their components, parts, and accessories, both in India and internationally. The proposed transactions primarily involve solar EPC (Engineering, Procurement, and Construction) contracts. The transactions include purchase/sale of products/services, management consultancy, inter-corporate loans and reimbursement of LC & BG charges for FY27. The details of residual shareholder/s of Pace Ecoplanet Solace Private Limited have not been provided by the company. Further, while the company states transactions are at arms-length, no competitive bidding process was undertaken, and the terms of inter-corporate loans proposed have not been disclosed. It is also unclear whether financial support will be extended only in proportion to Pace Digitek's 60% effective shareholding. In the absence of clarity and given these concerns, we are unable to support the resolution.

  0 for2 against
• To approve material related party transactions between M/s. Pace Digitek Limited and M/s. Inso Pace Private Limited

  ›Against Bandhan Mutual Fund, Taurus Mutual Fund

  • Bandhan Mutual FundNon-Compliant with RPT Industry Standards and SEBI Circular: Non-disclosure of required information (including basis for determination of price and RPTs details in the preceding quarter data) as per the RPT Industry Standards mandated by SEBI. Governance & Transparency Concern: No clarity w.r.t. to the basis of arm’s length pricing; Unclear if there is a significant shift in proposed limit of the RPTs as compared to previous years transactions; Lack of clarity w.r.t. to sustainability of RPT limits given the financials of the Company and the related party. The Company is extending financial support to it subsidiary, however, it is unclear if remaining shareholders are extending proportionate support and if not, adequate reasoning should be provided.
  • Taurus Mutual FundInso Pace Private Limited is a 51.0% subsidiary of the Pace Digitek Limited, authorised for the execution of the project received from Karnataka Power Transmission Corporation (KPTCL). The proposed transactions primarily deal with Battery Energy Storage System (BESS) projects implemented under a Viability Gap Funding (VGF) framework on a Build, Own, and Operate (BOO) basis, where the company undertakes the end-to-end responsibility for design, engineering, procurement, construction, installation, and commissioning of BESS infrastructure. Inso Pace Private Limited had no business operations as of the RHP date and minimal turnover as of FY25. The transactions include purchase/sale of products/services, management consultancy, inter-corporate loans and reimbursement of LC & BG charges. The transactions are in the ordinary course of business and on an arm’s length basis. However, the company must clarify the rationale for the promoters (CMD, Venugopalrao Maddisetty) holding ~49.0% equity stake in Inso Pace Private Limited. The company has not disclosed the specific interest rate, repayment terms, or security for this financial support, nor has it confirmed whether such support is proportionate to Pace Digitek's 51% stake. The company should also provide a detailed rationale for the significantly high transaction limit being sought. In the absence of adequate clarity, and given these concerns, we are unable to support the resolution.

  0 for2 against
• To approve material related party transactions between M/s. Pace Digitek Limited and M/s. Pace Renewable Energies Private Limited.

  2 for0 against
• To approve material related party transactions between M/s. Pace Digitek Limited and M/s. Transgreenx Energy Private Limited.

  2 for0 against
• To approve material related party transactions between M/s. Pace Digitek Limited and M/s. Lanarsy Infra Limited.

  ›Against Bandhan Mutual Fund, Taurus Mutual Fund

  • Bandhan Mutual FundNon-Compliant with RPT Industry Standards and SEBI Circular: Non-disclosure of required information (including basis for determination of price and RPTs details in the preceding quarter data) as per the RPT Industry Standards mandated by SEBI. Governance & Transparency Concern: No clarity w.r.t. to the basis of arm’s length pricing; Lack of clarity w.r.t. to sustainability of RPT limits given the financials of the Company and the related party.
  • Taurus Mutual FundLanarsy Infra Limited (LIL) is a related party classified as an enterprise controlled or significantly influenced by relatives of the CMD. The current shareholding position — as disclosed in the PB Notice — reflects that Vasubabu Maddisetty (66.62%), Maddisetty Shridhar (0.04%), and M. Ravindra (0.04%), all relatives of the CMD, are the members of LIL. Venugopalrao Maddisetty, promoter and CMD and his wife ceased to be directors of LIL in February 2024 and divested their own shareholding in 2024. LIL provides end-to-end infrastructure solutions offering dedicated project management teams, strong field execution capabilities supported by efficient sourcing and logistics. The company also delivers integrated turnkey EPC solutions through cross-functional collaboration. The transactions with LIL aggregated Rs. 1.4 bn during FY25. The proposed transactions include sale and purchase of products / services and reimbursement of LC and BG charges. As per the RHP, LIL operates in the same line of business as Pace Digitek — the company has not provided any clarification on how this competitive overlap is managed or what prevents diversion of business opportunities. The proposed transactions aggregate Rs. 1.62 bn for FY27 with purchases from LIL constituting the majority at Rs. 1.5 bn. In FY25, the purchases by Pace Digitek from LIL represented ~79.0% of LIL's own standalone turnover for FY25, indicating a large dependence of LIL on Pace Digitek. Further, as per the notice no competitive bidding process was undertaken to select LIL. Given that LIL is both a promoter-affiliated entity and a competitor operating in the same line of business, the company must provide a detailed business justification for entering into transactions with LIL. In absence of clarity, we do not support the resolution.

  0 for2 against

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

Yes

The filing has a part on fines and penalties

No

The filing has a part on tax disputes

No

There was a cyber security incident in the quarter

No

The company's own answers in its filing.