Nature of Event

Regulatory filing of Annual Report and Notice of 40th Annual General Meeting pursuant to Regulation 34(1) of SEBI Listing Regulations.

AGM Details

The 40th Annual General Meeting will be held on Thursday, September 17, 2026 at 11:30 a.m. (IST) through Video Conferencing/Other Audio Visual Means.

Business to be Transacted

Ordinary Business:

1. Adoption of audited financial statements for FY 2025-26

2. Re-appointment of Mr. Mohib N Khericha (DIN: 00010365) who retires by rotation

Special Business:

3. Re-appointment of Mr. Mohib N Khericha as Managing Director for 3 years from April 1, 2027 to March 31, 2030 and approval of remuneration

Financial Performance Highlights

FY 2025-26 Financial Results (₹ in lakhs):

  • Total Income: ₹706.84 (Previous year: ₹1,175.63)
  • Profit Before Tax: ₹399.77 (Previous year: ₹825.37)
  • Net Profit After Tax: ₹270.97 (Previous year: ₹538.51)
  • No dividend recommended for FY 2025-26

Three-Year Financial Performance (₹ in lakhs):

| Financial Year | Total Revenue | Profit Before Tax | Net Profit After Tax |

| 2023-2024 | 796.32 | 621.17 | 543.33 |

| 2024-2025 | 1,175.63 | 825.37 | 538.51 |

| 2025-2026 | 706.84 | 399.77 | 270.97 |

MD Re-appointment and Remuneration Details

Mr. Mohib N Khericha's Re-appointment:

  • Term: 3 years from April 1, 2027 to March 31, 2030
  • Remuneration unchanged from current term: Basic Salary ₹12 lakhs + Perquisites & Allowances ₹6 lakhs = ₹18 lakhs per annum
  • Minimum remuneration payable even in case of loss/inadequate profits, subject to Schedule V limits
  • Age: 74 years, requiring special resolution under Section 196(3)(a) of Companies Act, 2013

Current Remuneration (FY 2025-26):

  • Basic Salary: ₹12,00,000
  • Perquisites/Allowances: ₹6,00,000
  • Contribution to PF: ₹21,600
  • Total: ₹18,21,600

Share Capital and Ownership

  • Paid-up Equity Share Capital: ₹3,01,16,000 (30,11,600 equity shares of ₹10 each)
  • Promoter Holding: Mr. Mohib N Khericha holds 21,10,734 shares (70.09%)
  • 97.27% of shares dematerialized as of March 31, 2026

Corporate Actions

  • Book Closure: September 11, 2026 to September 17, 2026 (both days inclusive)
  • E-voting: Remote e-voting available from September 14, 2026 (9:00 a.m.) to September 16, 2026 (5:00 p.m.) through NSDL
  • Cut-off Date: September 10, 2026 for determining voting rights

Business Update

  • Company surrendered its SEBI Merchant Banking registration effective June 1, 2026
  • Now focused exclusively on investments and trading in securities, commodities, and financial instruments
  • Strategic decision to concentrate on core investment and treasury operations

Board and Committee Composition

Board of Directors:

1. Mr. Mohib N. Khericha - Managing Director

2. Mrs. Soa M Khericha - Non-Executive Director

3. Mr. Nawalkishor D. Gupta - Independent Director

4. Mr. Zohar E. Rangwala - Independent Director

Key Managerial Personnel:

  • Mr. Javedmehdi S. Saiyed - Chief Financial Officer
  • Mr. Nevil D. Sheth - Company Secretary & Compliance Officer

Committee Composition:

  • Audit Committee: Mr. Nawalkishor Gupta (Chairman), Mr. Zohar Rangwala, Mrs. Soa M Khericha
  • Nomination & Remuneration Committee: Mr. Nawalkishor Gupta (Chairman), Mr. Zohar Rangwala, Mrs. Soa M Khericha
  • Stakeholders Relationship Committee: Mr. Nawalkishor Gupta (Chairman), Mr. Mohib N Khericha, Mrs. Soa M Khericha
  • CSR Committee: Mr. Mohib N Khericha (Chairman), Mrs. Soa M Khericha, Mr. Nawalkishor Gupta

Corporate Governance

  • Complied with SEBI Listing Regulations requirements
  • No instances of fraud reported by auditors
  • Whistle Blower Policy implemented - no complaints received during the year
  • CSR expenditure of ₹90.79 lakhs made during FY 2025-26

Financial Position (as at March 31, 2026)

  • Total Assets: ₹17,293.72 lakhs
  • Investments: ₹15,346.16 lakhs (including quoted equity shares, mutual funds, AIF, InvIT)
  • Cash and Cash Equivalents: ₹9.94 lakhs
  • Net Worth: ₹17,110.42 lakhs
  • No outstanding borrowings (Previous year: ₹284.30 lakhs)

Voting Instructions

Detailed instructions provided for:

  • Remote e-voting through NSDL platform
  • Attendance at AGM through VC/OAVM
  • Registration for speaking at AGM
  • Submission of board resolutions for corporate members

Other Disclosures

  • Annual Listing Fees for 2026-2027 paid to BSE
  • No material related party transactions except director remuneration
  • No pending litigations impacting going concern status
  • Company Secretary: Mr. Nevil Sheth (shethnevil@yahoo.in)