Annual General Meeting Details

  • Meeting Date: Wednesday, September 30, 2026
  • Time: 12:00 Noon IST
  • Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Cut-off date for voting rights: September 23, 2026
  • Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • Scrutinizer: Mr. Sachin Thakkar, Practicing Company Secretary

Business to be Transacted

Ordinary Business:

1. To receive, consider and adopt Audited Financial Statements including Balance Sheet as at March 31, 2026, Statement of Profit and Loss, Cash Flow Statements for year 2025-2026, and Reports of Directors and Auditors

2. To appoint Mrs. Kiranben Vipulbhai Ghonia (DIN: 08510856) as director who retires by rotation and offers herself for reappointment

Special Business:

3. To approve Related Party Transactions with related parties up to aggregate value of ₹10,00,00,000 (Rupees Ten Crores) for financial year 2026-27

Financial Highlights (FY 2025-26 vs FY 2024-25)

  • Revenue from Operations: ₹18,29,48,812 (↑24.21% from ₹14,72,88,035)
  • Other Income: ₹40,91,823 (↑919% from ₹4,01,731)
  • Total Revenue: ₹18,70,40,635 (↑26.64% from ₹14,76,89,766)
  • Total Expenditure: ₹14,12,79,997 (↑20.28% from ₹11,74,51,683)
  • Profit Before Tax: ₹4,57,60,638 (↑51.31% from ₹3,02,38,083)
  • Tax Expense: ₹68,58,524 (↓44.17% from ₹1,22,84,513)
  • Current Tax: ₹1,03,07,534 (↓16.35% from ₹1,23,20,076)
  • Deferred Tax: (₹53,28,651) (vs ₹10,99,937 credit previous year)
  • Prior Period Taxes: ₹18,78,651 (↑76.55% from ₹10,64,374)
  • Profit After Tax: ₹3,89,03,104 (↑116.69% from ₹1,79,53,570)
  • Earnings Per Share (Basic & Diluted): ₹8.23 (↑87.05% from ₹4.40)

Share Capital Changes

  • Authorized Share Capital: Unchanged at ₹6,50,00,000
  • Initial Paid-up Capital: ₹4,15,84,000
  • IPO Details:
  • Date: November 7-11, 2025
  • Listing Date: November 14, 2025 on BSE SME
  • Shares Issued: 15,00,000 Equity Shares of ₹10 each
  • Issue Price: ₹114 per share (₹10 face value + ₹104 premium)
  • Issue Size: ₹17,10,00,000
  • Post-IPO Paid-up Capital: ₹5,65,84,000

Dividend Declaration

No dividend recommended for the year 2025-2026 to conserve resources.

Board of Directors Composition

Current Directors:

  • Mr. Vipulbhai Laljibhai Ghonia (Managing Director) - DIN: 06511100
  • Mr. Kamalbhai Laljibhai Ghonia (Whole-time Director) - DIN: 06511096
  • Mrs. Kiranben Vipulbhai Ghonia (Non-Executive Director) - DIN: 08510856
  • Mr. Shaileshbhai Durlabhjibhai Sagpariya (Non-Executive Independent Director)
  • Mr. Jay Bharatbhai Pansuria (Non-Executive Independent Director)
  • Mr. Akshar Jagdish Patel (Non-Executive Independent Director)
  • Mr. Abhishek Arvindbhai Dobaria (Director & CFO) - Resigned w.e.f. August 4, 2026

Director Changes During Year:

  • Multiple appointments and resignations of independent directors throughout FY 2025-26
  • Mr. Abhishek Arvindbhai Dobaria resigned as Director & CFO effective August 4, 2026

Committee Composition

Audit Committee:

  • Mr. Shaileshbhai Durlabhjibhai Sagpariya (Chairperson)
  • Mr. Vipulbhai Laljibhai Ghonia (Member)
  • Mr. Jay Bharatbhai Pansuria (Member)

Nomination and Remuneration Committee:

  • Mrs. Kiranben Vipulbhai Ghonia (Chairperson)
  • Mr. Shaileshbhai Durlabhjibhai Sagpariya (Member)
  • Mr. Jay Bharatbhai Pansuria (Member)

Stakeholders Relationship Committee:

  • Mrs. Kiranben Vipulbhai Ghonia (Chairperson)
  • Mr. Shaileshbhai Durlabhjibhai Sagpariya (Member)
  • Mr. Jay Bharatbhai Pansuria (Member)

Statutory Auditor:

M/s VSSB & Associates, Chartered Accountants (FRN: 121356W)

Appointed for 5 years from conclusion of AGM until FY 2028-29

Secretarial Auditor:

M/s Sachin Thakkar & Associates, Practicing Company Secretaries

Auditor Qualifications & Management Remarks

Statutory Auditor Qualifications:

1. Accounting Software Audit Trail: Unable to comment on database-level audit trail feature as software operated by third-party service provider. Management noted observation and process to strengthen controls.

2. Statutory Dues: Company not regular in depositing statutory dues including GST, Cess. Undisputed amounts not in arrears >6 months. Disputed income tax dues:

  • ₹1,53,000 under Section 271B for 2022 (pending with CPC)
  • ₹1,19,885 under Section 143(3) for 2022 (pending with CPC)
  • ₹65,996 TDS for various years (pending with Traces)

Management actively consulting tax consultant to address matters.

Secretarial Auditor Observations:

1. Delay in filing Form MGT-14 by 94 days - attributed to technical issues on MCA portal

2. Delay in filing Form MGT-7 for FY 2024-25 by 275 days - filed under CCFS 2026, now not pending

3. Delay in filing Form AOC-4 for FY 2024-25 by 170 days - filed under CCFS 2026, now not pending

4. Delay in filing Form MSME I for half-yearly return (Oct 2025-Mar 2026) by 24 days - attributed to technical issues

Related Party Transactions

  • Seeking approval for transactions up to ₹10 crore aggregate value for FY 2026-27
  • Transactions include sale/purchase of goods, leasing, services availing/rendering
  • To be undertaken in ordinary course of business at arm's length basis
  • Specific transaction disclosed: Purchase from Shree Industries (related party) ₹84.87 lakhs

Material Changes and Commitments

  • Post-year-end development: Board approved incorporation of subsidiary 'Shinvi Tools Limited' on August 10, 2026
  • Post-year-end development: Mr. Abhishek Arvindbhai Dobaria resigned as Director & CFO effective August 4, 2026

Significant Orders

  • Historical loans of ₹4,15,69,415 advanced to Mrs. Kiran Vipul Ghonia and M/s. Shine Engineering between FY 2020-21 to 2023-24 in contravention of Section 185 of Companies Act, 2013
  • Entire amount recovered by March 31, 2024
  • Suo-moto compounding application filed December 23, 2024
  • Regional Director order dated June 17, 2025 imposed compounding fee of ₹6,00,000 each on Company and four applicants (total ₹30,00,000)
  • All penalties deposited and Form INC-28 filed to conclude proceedings

Business Overview

  • Established: 2013
  • Business: Design and manufacturing of solid carbide cutting tools (End Mills, Drills, Reamers) and re-conditioning services
  • Brand: Tixna Tools
  • Customers: Automobile, engineering, aerospace, defence companies
  • Manufacturing Facility: Integrated unit in Gujarat with state-of-the-art equipment
  • Certification: ISO 9001:2015

Awards & Recognition

  • "Pride of Saurashtra" award by News18 Gujarati (2026)
  • India 5000 Best MSME Award (2024)

IPO Proceeds Utilization (as of March 31, 2026)

  • Total Proceeds Raised: ₹17,10,00,000
  • Plant & Machinery: ₹8,88,70,000 utilized (₹17,83,000 balance)
  • Working Capital: ₹3,85,00,000 fully utilized
  • General Corporate Purposes: ₹2,48,47,000 fully utilized
  • IPO Expenses: ₹1,70,00,000 fully utilized
  • Unutilized Balance: ₹17,83,000

Key Ratios (FY 2025-26 vs FY 2024-25)

  • Current Ratio: 2.62 (↑57.28% from 1.66)
  • Debt-Equity Ratio: 0.24 (↓76.23% from 1.02)
  • Debt Service Coverage Ratio: 4.66 (↑337.31% from 1.06)
  • Return on Equity: 22.99% (↓20.06% from 28.75%)
  • Inventory Turnover Ratio: 1.90 (↑5.86% from 1.79)
  • Trade Receivables Turnover Ratio: 3.09 (↓21.55% from 3.94)
  • Trade Payables Turnover Ratio: 7.19 (↑74.50% from 4.12)
  • Net Capital Turnover Ratio: 2.00 (↓74.77% from 7.91)
  • Net Profit Ratio: 21.26% (↑74.45% from 12.19%)
  • Return on Capital Employed: 16.85% (↓29.57% from 23.92%)

Other Disclosures

  • No funds transferred to Investor Education and Protection Fund (IEPF)
  • No deposits accepted within meaning of Section 73 of Companies Act, 2013
  • No material changes in nature of business
  • No subsidiary, joint venture or associate companies (though subsidiary incorporation approved post-year-end)
  • Compliance with Secretarial Standards issued by ICSI
  • Adequate internal financial controls systems in place
  • No sexual harassment complaints during the year
  • No CSR spending required as thresholds not attracted

Voting Instructions

Detailed instructions provided for remote e-voting through NSDL platform and participation in AGM through VC/OAVM

Members can submit questions in advance to cs@tixnatools.com from September 23-26, 2026