Company Overview

Key Quantitative Figures

Financial Performance (FY 2025-26 vs. FY 2024-25)

| Particulars | FY 2025-26 (₹ Lakhs) | FY 2024-25 (₹ Lakhs) |

| Revenue from Operations | 0 | 0 |

| Other Income | 71.56 | 0.04 |

| Total Income | 71.56 | 0.04 |

| Total Expenses | 71.87 | 63.15 |

| Profit Before Tax (EBIDTA) | (0.31) | (63.12) |

| Net Profit / (Loss) | (0.31) | (63.12) |

| Total Comprehensive Income | (0.31) | (63.12) |

Share Capital Structure (as of 31st March 2026)

  • Authorised Capital: ₹10,00,00,000 divided into 1,00,00,000 equity shares of ₹10 each. [Note: A proposal to increase this to ₹29 Cr is on the AGM agenda]
  • Issued, Subscribed & Paid-Up Capital: ₹3,04,65,880 divided into 30,46,588 equity shares of ₹10 each.

Key Loan Balances (Non-Current Liabilities)

  • Loans from Related Parties (Directors): ₹89.63 Lakhs
  • Other Loans: ₹169.00 Lakhs
  • Total Financial Liabilities (Non-Current): ₹258.63 Lakhs

AGM Agenda and Resolutions

Ordinary Business

1. Adoption of Financial Statements: To receive, consider, and adopt the Audited Financial Statements for FY 2025-26 and the Reports of the Board of Directors and Auditors.

2. Appointment of Director: To appoint a director in place of Ms. Binita Shah (DIN: 08483914), who retires by rotation.

3. Appointment of Statutory Auditors: To appoint M/s. B.K.G & Associates, Chartered Accountants (Firm Reg. No. 114852W), as Statutory Auditors for a term of 5 years, from the conclusion of this AGM until the conclusion of the 42nd AGM (FY 2031-32).

Special Business

4. Increase in Authorised Share Capital: Ordinary Resolution to increase the authorized share capital from ₹10 Cr to ₹29 Cr.

5. Alteration of MoA (Capital Clause): Ordinary Resolution to alter Clause V of the Memorandum of Association to reflect the new authorized capital.

6. Shifting of Registered Office: Special Resolution to shift the Registered Office from the State of Gujarat to the State of Maharashtra, subject to government confirmation.

7. Alteration of MoA (Registered Office Clause): Special Resolution to alter Clause II of the Memorandum of Association to reflect the new registered office state.

8. Approval of Material Related Party Transactions (RPTs): Ordinary Resolution to approve/ratify material RPTs for providing/availing loans with the following related parties, for an aggregate amount not exceeding ₹2 Cr each, during FY 2026-27:

  • Mrs. Rashmi Ravi Sharma (Managing Director)
  • Mr. Ravi Jabbar Sharma (Relative of Director)
  • M/s. Rmysa Wellness and Lifecare Private Limited (Entity in which KMP has Significant Influence)
  • Key Terms of Proposed Loans: Interest-free, unsecured, repayable on demand, with a tenure of 1 year. The purpose is to meet working capital requirements.

Dates and Record Information

  • AGM Date: 03rd September 2026
  • Record Date (Cut-off date for e-Voting): 27th August 2026
  • Remote e-Voting Period: Begins on 30th August 2026 (9:00 AM) and ends on 02nd September 2026 (5:00 PM).
  • Book Closure: The Register of Members and Share Transfer Books will remain closed from 27th August 2026 to 03rd September 2026 (both days inclusive).

Parties and Entities Involved

  • Statutory Auditors (Outgoing): M/s. Ramanand & Associates, Chartered Accountants
  • Statutory Auditors (Proposed): M/s. B.K.G & Associates, Chartered Accountants
  • Secretarial Auditor: M/s. Nidhi Bajaj & Associates, Company Secretaries
  • Internal Auditor: Ms. Binita Shah
  • Registrar & Transfer Agent: Purva Sharegistry (India) Pvt. Ltd.
  • Scrutinizer for e-Voting: M/s. Nidhi Bajaj & Associates

Financial and Operational Impact

  • The increase in authorized capital is to facilitate a revised preferential issue and meet future capital requirements.
  • The shifting of the registered office is stated to improve operational efficiency and administrative coordination, as management is based in Maharashtra.
  • The proposed RPT loans are stated to be for meeting working capital requirements and business expansion in a timely and cost-effective manner. The Audit Committee and Board have opined these transactions are at arm's length, in the ordinary course of business, and not prejudicial to the interests of the company or public shareholders.
  • The company had no turnover from operations in FY26, making the materiality threshold for RPTs effectively nil, hence requiring shareholder approval for all material RPTs.

Capital Structure Impact

  • The proposed increase in authorized capital will not immediately dilute shareholding but provides headroom for future issuance, including the planned preferential issue.
  • The issuance of shares upon conversion of the 16,00,000 convertible warrants held by Mr. Ravi Sharma (a related party) would result in dilution, but this is not part of the current AGM agenda.

Cash Flow Implications

  • The availing of proposed loans from related parties would result in a cash inflow of up to ₹6 Cr, to be used for working capital.
  • Repayment of these loans on demand would result in a future cash outflow.

Management Commentary (From Chairman's Message and Board Report)

  • The year FY 2025-26 is described as an "important milestone" following the revocation of the suspension of trading of the company's equity shares.
  • The company has become "active once again" and has entered a "new phase of growth and development."
  • A private placement was successfully completed, enhancing the financial position.
  • The process of establishing a subsidiary has been initiated to expand business operations.
  • The business scope was expanded to include flexible packaging and trading activities.
  • The management is "optimistic about the future" and committed to transforming the company into a stronger and more competitive organization.

Other Contained Information

  • Corporate Information: Details of the Board of Directors, Registered Office (Surat, Gujarat), Corporate Office (Mumbai), Key Managerial Personnel, Auditors, and other officials are provided.
  • Board Report: Includes details on financial performance, business operations, directors, board meetings, committee compositions, CSR, internal financial controls, and risk management.
  • Management Discussion & Analysis: Provides an overview of the year, financial review, economic outlook, future plans, and risk assessment.
  • Secretarial Audit Report: Notes observations regarding a delayed AGM for the previous year, delay in appointing independent directors, and a delay in appointing a Company Secretary.
  • Financial Statements: Includes the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Statement of Changes in Equity, and detailed notes to accounts.
  • Auditors' Reports: Includes the Independent Auditor's Report and reports on internal financial controls.