Key Quantitative Figures

  • Revenue from Operations: ₹981.20 lakhs (Previous Year: ₹2,024.96 lakhs)
  • Other Income: ₹7.58 lakhs (Previous Year: ₹8.60 lakhs)
  • Total Revenue: ₹988.78 lakhs (Previous Year: ₹2,033.56 lakhs)
  • Profit/(Loss) Before Tax: (₹127.82 lakhs) (Previous Year: ₹32.55 lakhs profit)
  • Net Profit/(Loss) for the Year: (₹131.35 lakhs) (Previous Year: ₹30.63 lakhs profit)
  • Paid-up Share Capital: ₹150.00 lakhs (unchanged)
  • Total Assets: ₹635.70 lakhs (Previous Year: ₹1,477.67 lakhs)
  • Trade Receivables: ₹553.97 lakhs (Previous Year: ₹1,218.81 lakhs)
  • Cash and Cash Equivalents: ₹70.30 lakhs (Previous Year: ₹54.59 lakhs)

Dates of Action

  • AGM Date: September 29, 2026, at 4:00 PM IST
  • E-Voting Period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM)
  • Cut-off Date for E-Voting: September 22, 2026
  • Board Meeting Dates: 10 meetings held during FY 2025-26, with key decisions on August 10 and August 27, 2026

Parties Involved

  • Statutory Auditor: M/s. DSI & Co., Chartered Accountants (FRN: 127226W), proposed for reappointment for a second term of 5 years.
  • Registrar & Transfer Agent: MCS Share Transfer Agent Limited
  • E-Voting Agency: National Securities Depository Limited (NSDL)
  • Scrutinizer: Mr. Ranjit Binod Kejriwal, Practicing Company Secretary
  • New Promoters: Radhe Dhokla Group (acquirers)

Purpose and Rationale

The disclosure serves to notify shareholders of the upcoming AGM and seek approvals for several critical items, including the adoption of financial statements, reappointment of auditors, and significant changes in management and business direction following a change in ownership.

Financial and Operational Impact

  • The company has incurred a net loss of ₹131.35 lakhs for FY 2025-26, compared to a profit of ₹30.63 lakhs in the previous year.
  • A strategic shift from textile manufacturing to the Food and Beverage (F&B) sector is proposed, leveraging the experience of the new management (Radhe Dhokla Group).
  • The change in business direction is expected to revive and expand the company's operations, aiming for sustainable growth and profitability.

Capital Structure Impact

  • No change in share capital during the year. The authorized capital remains ₹500.00 lakhs, and paid-up capital is ₹150.00 lakhs.
  • Resolutions propose increasing borrowing limits to ₹100.00 crores and enabling loans/guarantees to related parties up to ₹100.00 crores.

Cash Flow Implications

  • Net cash generated from operating activities was ₹299.06 lakhs (Previous Year: net cash used of ₹295.62 lakhs).
  • Net decrease in cash from financing activities was ₹283.50 lakhs (Previous Year: net increase of ₹297.96 lakhs).
  • Net increase in cash and cash equivalents was ₹15.70 lakhs (Previous Year: ₹2.05 lakhs).

Related Party Transactions

  • A related party transaction with Radhe Dhokla Private Limited is disclosed, involving a lease of movable assets with a monthly rental of ₹10.00 lakhs and a security deposit of ₹550.00 lakhs. The transaction value represents approximately 68.28% of the company's annual consolidated turnover.
  • Common directors between the companies are Mr. Jinesh Kanaiyalal Pandav, Mr. Nikunj Vijaybhai Prajapati, and Mr. Dishant Kanubhai Pandav.

Management Commentary (Forward-Looking)

The Chairman's message indicates that the company is entering a new phase with a change in ownership and management. The new management proposes to diversify into the F&B sector to build a more sustainable and growth-oriented business model. The company expects a progressive increase in revenue, operational efficiency, and profitability upon commencement and scaling-up of its F&B operations.

Corporate Governance and Compliance

  • The company has constituted mandatory committees: Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.
  • A Secretarial Audit Report by Mr. Ranjit Binod Kejriwal, PCS, notes minor non-compliances, including delayed disclosures under SEBI Takeover Regulations and errors in AGM notices.
  • The company has adopted policies for whistle-blowing, prevention of sexual harassment, and insider trading.

Significant Resolutions for Shareholder Approval

1. Ordinary Business: Adoption of financial statements, reappointment of Mr. Vasudev Fatandas Sawlani as Whole-Time Director, and reappointment of Statutory Auditors.

2. Special Business: Appointment of four new Executive Directors (Mr. Jinesh Pandav, Mr. Dishant Pandav, Mr. Nikunj Prajapati, and Mr. Keyur Kaklotar) with a monthly remuneration of ₹1.00 lakh each.

3. Special Business: Increasing borrowing limits to ₹100.00 crores and enabling loans/guarantees to related parties up to ₹100.00 crores.

4. Special Business: Changing the company name to "Radhe Dhokla Retail Limited" and altering the Memorandum of Association to reflect new business objects in the F&B sector.

5. Special Business: Approval of related party transactions with Radhe Dhokla Private Limited.