Key Quantitative Figures

Financial Performance (₹ in lakh):

  • Total Revenue: 1,346.73 (FY25: 1,055.62)
  • Profit Before Tax: 3.13 (FY25: 2.75)
  • Exceptional Items (profit): 32.93 (FY25: nil)
  • Tax Expense: (6.49) (FY25: (1.60))
  • Profit After Tax: 42.55 (FY25: 4.35)
  • Earnings Per Share (EPS): ₹10.85 (FY25: ₹1.11)
  • Net Worth: ₹25.81 crore (FY25: ₹25.38 crore)

Business Transfer Details:

  • Transfer consideration: ₹1.25 crore (lump sum)
  • Assets transferred: Whole undertaking of aluminium grills, doors and windows business under brand "Elesar Focchi"
  • Exceptional gain recognized: ₹32.93 lakh

Capital Structure:

  • Share Capital: ₹39.20 lakh (3,92,000 equity shares of ₹10 each)
  • Reserves & Surplus: ₹25.42 crore

Dates of Action

  • AGM Date: 31st July, 2026 at 3:30 PM IST
  • E-voting period: 27th July, 2026 (10:00 AM) to 30th July, 2026 (5:00 PM)
  • Record date: 24th July, 2026
  • Business transfer completion: 31st March, 2026
  • Board approval for business transfer: 4th February, 2026

Parties Involved

  • Counterparty: Hind Aluminium Industries Limited (related party)
  • Statutory Auditors: M/s. Suryaprakash Maurya & Co. LLP
  • Secretarial Auditors: M/s. Dash Dwivedi & Associates LLP
  • Bankers: HDFC Bank Ltd.
  • RTA: Bigshare Services Private Limited

Financial and Operational Impact

  • The business transfer has resulted in the company discontinuing its manufacturing operations
  • Exceptional gain of ₹32.93 lakh recorded from the business transfer
  • No dividend declared for FY25-26 due to financial position
  • No material impact on going concern status

Capital Structure Impact

  • No change in share capital during the year
  • Promoter holding: Raghav Daga holds 55,603 shares (14.18%)

Corporate Governance

Board Composition:

  • Shri Lalit Kumar Daga (Chairman & Non-Executive Director)
  • Shri Raghav Daga (Managing Director)
  • Shri Navinchandra Shah (Independent Director)
  • Smt. Santosh Mundhra (Independent Director)

Key Managerial Personnel:

  • Shri Raghav Daga (Managing Director)
  • Shri Girish Agarwal (Chief Financial Officer)
  • Shri Amey Borkar (Company Secretary & Compliance Officer)

Board Meetings:

  • 6 meetings held during FY25-26
  • 100% attendance by all directors

Auditor Reports

Statutory Auditors (M/s. Suryaprakash Maurya & Co. LLP):

  • Unmodified opinion on financial statements
  • No qualifications, reservations or adverse remarks
  • Audit fee: ₹57,000 for FY25-26

Secretarial Auditors (M/s. Dash Dwivedi & Associates LLP):

  • Clean secretarial audit report
  • No instances of non-compliance observed

Other Material Information

  • Company has phased out manufacturing operations and is evaluating new business opportunities
  • No fraud reported by auditors under Section 143(12) of Companies Act
  • No material orders passed by regulators/courts impacting going concern
  • CSR provisions not applicable to the company
  • All related party transactions at arm's length basis

Voting Arrangements for AGM

  • Remote e-voting through Bigshare I-Vote system
  • Physical attendance dispensed with (VC/OAVM only)
  • Scrutinizer: Shri Arun Dash, Practicing Company Secretary
  • Results to be announced by 3rd August, 2026

#Tags: #NiravCommercials #AnnualReport #BusinessTransfer #SEBIDisclosure #RegulatoryCompliance #FinancialResults #Neutral