Meeting Details and Resolutions

  • AGM Date: September 22, 2026 via Video Conferencing/OAVM
  • Key Resolutions: Adoption of audited standalone and consolidated financial statements, reappointment of Mr. Dilip Kumar Modi as Non-Executive Director
  • Special Business: Appointment of Mr. Pankaj Arora as Whole-time Director at ₹3.96 lakh CTC and one-time ex-gratia payment of ₹63.25 lakh to former director Rohit Ahuja
  • Voting Process: Remote e-voting via NSDL from September 18-21, 2026 with scrutinizer appointment and full regulatory compliance

Financial Performance Overview

Consolidated Results (₹ in lakhs)

  • Total Income: ₹48,926.15 (FY25: ₹47,326.67)
  • PAT: ₹1,926.20 vs loss of ₹(3,888.50) in FY25
  • Standalone Net Loss: Reduced to ₹392.90 from ₹5,362.08 in FY25
  • Spice Money Performance: Material subsidiary contributed PAT of ₹2,154.26 lakhs with 1.7 million Adhikaris and ₹1.28 lakh crore GTV

Key Financial Ratios

  • Current Ratio: Improved to 5.26 from 3.52 due to decreased current liabilities
  • Debt-Equity Ratio: 0.00 with 64% decrease in lease liabilities
  • Return on Equity: (0.02) improved from (0.28) due to reduced losses
  • Dividend: No dividend recommended for FY26

Significant Disclosures and Contingencies

Distributor Fraud Incident

  • Subsidiary discovered post-year-end that distributor wrongfully obtained credit in merchant wallet without actual deposit
  • Amount involved: ₹509.75 lakhs with provision of ₹400 lakhs based on recovery estimate
  • Repayment agreement signed for full repayment over three years
  • Independent investigation ongoing regarding staff accountability

Contingent Liabilities

  • Total contingent liabilities: ₹2,407.31 lakhs (FY25: ₹2,390.75)
  • Includes GST/sales tax demands of ₹356.65 lakhs and legal disputes with vendors totaling ₹1,535.57 lakhs

Related Party Transactions

  • Dividend income from Spice Money Limited: ₹128.22 lakhs (FY25: ₹160.21)
  • Rent income from various entities including Spice Connect, Kimaan Exports, and Smart Bharat
  • Loan to Spicebulls Investments Limited: ₹250 lakhs received back during year at 14% interest

Corporate Developments

Scheme of Amalgamation

  • Board approved merger of Spice Money Limited, E-Arth Travel Solutions and Vikasni Fintech
  • Received 'no adverse observations' from BSE and 'no objection' from NSE
  • Conditional upon NCLT approval and disposal of equity shareholding by Independent Non-Promoter Trusts

Share-based Payments

  • Options outstanding: 24,85,700 at ₹13.25 and 3,45,000 at ₹29.00
  • Options exercised during FY26: 8,48,000
  • Fair value determined using Black-Scholes model

Regulatory Compliance and Governance

  • Full compliance with SEBI LODR Regulations, Companies Act 2013, and Indian Accounting Standards
  • No Benami properties, crypto currency transactions, or dealings with struck-off companies
  • Unpaid dividends for FY 2018-19 to be transferred to IEPF if unclaimed by October 15, 2026
  • 8,91,180 shares already transferred to IEPF Authority
  • Audit trail feature not enabled till March 26, 2026 for direct database changes to SAP

Auditor's Report and Signatories

  • Independent auditor S.R. Batliboi & Co. LLP issued unqualified opinion
  • Key audit matters included revenue recognition from digital financial services (₹44,172.01 lakhs)
  • Financial statements approved by Board on May 13, 2026 and signed by Mr. Dilip Modi (Chairman), Mr. Pankaj Arora (Company Secretary), and Mr. Sanjeev Kumar (CFO)