Key Quantitative Figures

  • Revenue from Operations: ₹Nil (FY 2025-26) vs ₹Nil (FY 2024-25)
  • Other Income: ₹86.45 lakhs (FY 2025-26) vs ₹105.01 lakhs (FY 2024-25)
  • Loss Before Exceptional Items & Tax: ₹(64.85) lakhs (FY 2025-26) vs ₹(24.62) lakhs (FY 2024-25)
  • Exceptional Items (Gain on Asset Sale): ₹1,116.65 lakhs (FY 2025-26)
  • Profit Before Tax: ₹1,051.80 lakhs (FY 2025-26) vs ₹(24.62) lakhs (FY 2024-25)
  • Tax Expense: ₹254.73 lakhs (FY 2025-26) vs ₹15.39 lakhs (FY 2024-25)
  • Profit for Period: ₹797.07 lakhs (FY 2025-26) vs ₹(40.01) lakhs (FY 2024-25)
  • Other Comprehensive Income: ₹(98.95) lakhs (FY 2025-26) vs ₹(55.33) lakhs (FY 2024-25)
  • Total Comprehensive Income: ₹698.12 lakhs (FY 2025-26) vs ₹(95.34) lakhs (FY 2024-25)
  • Retained Earnings Opening: ₹954.98 lakhs (April 1, 2025)
  • Retained Earnings Closing: ₹1,752.05 lakhs (March 31, 2026)
  • Cash & Cash Equivalents: ₹1,172.97 lakhs (March 31, 2026) vs ₹90.66 lakhs (March 31, 2025)
  • Total Assets: ₹2,087.85 lakhs (March 31, 2026) vs ₹1,389.09 lakhs (March 31, 2025)
  • Total Equity: ₹2,064.80 lakhs (March 31, 2026) vs ₹1,366.69 lakhs (March 31, 2025)
  • Paid-up Share Capital: ₹24.50 lakhs (2,45,000 equity shares of ₹10 each) - unchanged
  • Earnings Per Share (Basic & Diluted): ₹325.34 (FY 2025-26) vs ₹(16.33) (FY 2024-25)

Dates of Action

  • Board Approval for Asset Sale: 24th October 2025
  • Shareholder Approval via Postal Ballot: 13th December 2025
  • Asset Sale Completion (Tranche 1): 19th January 2026
  • Asset Sale Completion (Tranche 2): 30th January 2026
  • Asset Sale Completion (Tranche 3): 5th February 2026
  • Financial Year End: 31st March 2026
  • AGM Date: 22nd August 2026 at 3:00 PM
  • Book Closure Dates: 16th August 2026 to 22nd August 2026 (both days inclusive)
  • Cut-off Date for E-voting: 14th August 2026
  • Remote E-voting Period: 19th August 2026 (9:00 AM) to 21st August 2026 (5:00 PM)

Parties Involved

  • Statutory Auditors: M/s. Kanu Doshi Associates LLP (FRN: 104746W/W100096)
  • Internal Auditors: M/s. M. L. Bhuwania and Co LLP (FRN: 101484W/W100197) appointed for FY 2026-27
  • Secretarial Auditors: M/s. Ragini Chokshi & Co (Firm Registration No. 92897)
  • RTA: M/s. MUFG Intime India Private Limited
  • Scrutinizer for E-voting: Mrs. Ragini Chokshi, Practicing Company Secretary (C.P. No. 1436)
  • E-voting Service Provider: Central Depository Services (India) Limited (CDSL)
  • Asset Buyer: Related parties including G Amphray Laboratories and Mr. Rajesh R. Deora

Purpose/Rationale

  • The sale of immovable properties, plant & machinery, and investment properties was undertaken to monetize non-core assets.
  • Proceeds from the sale (approximately ₹1,172.20 lakhs) are proposed to be utilized towards funding new business ventures and other strategic initiatives.
  • The company ceased manufacturing operations during the year and had no operational revenue.

Financial Impact

  • Exceptional Gain: ₹1,116.65 lakhs recognized from asset sale
  • WDV of Assets Sold: ₹56.92 lakhs
  • Fair Market Value of PPE Sold: ₹672.05 lakhs (as per independent valuer)
  • Fair Market Value of Investment Properties Sold: ₹501.15 lakhs (net of transfer expenses of ₹8.85 lakhs)
  • Cash Received: Entire consideration received in cash
  • Tax Impact: Current tax expense of ₹214.35 lakhs and deferred tax impact of ₹40.38 lakhs

Capital Structure Impact

  • No change in share capital during the year (remains 2,45,000 equity shares of ₹10 each)
  • 93.98% of share capital (2,30,250 shares) held in dematerialized form
  • Promoter holding: 68.64% (1,68,190 shares)

Cash Flow Implications

  • Net Cash from Operating Activities: ₹(287.41) lakhs
  • Net Cash from Investing Activities: ₹1,369.71 lakhs (primarily from asset sales)
  • Net Cash from Financing Activities: ₹Nil
  • Net Change in Cash: ₹1,082.31 lakhs

Forward-looking Guidance

  • The company plans to utilize sale proceeds for new business ventures and strategic initiatives.
  • Manufacturing operations remain suspended; company focused on evaluating new opportunities.
  • The board believes the company has adequate liquidity to meet its obligations.

Material Changes

  • Complete disposal of manufacturing assets and investment properties
  • Cessation of manufacturing operations
  • Significant increase in cash balance from ₹90.66 lakhs to ₹1,172.97 lakhs
  • Change from loss-making to profitable status due to exceptional gain

Corporate Governance

  • Board comprises 6 directors (2 independent, 4 non-executive including 1 woman director)
  • 5 board meetings held during the year
  • All directors attended the last AGM
  • Corporate governance provisions under SEBI LODR not applicable due to small size (paid-up capital < ₹10 crore, net worth < ₹25 crore)
  • CSR provisions not applicable

Auditor Remarks

  • Statutory auditors issued unqualified opinion
  • Secretarial auditors issued unqualified report
  • No fraud reported by auditors

Other Disclosures

  • Contingent Liability: ₹3.21 lakhs (income tax dispute for AY 1993-94)
  • Related Party Transactions: Transactions with G Amphray Laboratories (₹49.50 lakhs for support services) and asset sales to related parties
  • Employee Strength: 3 permanent employees
  • Dividend: No dividend recommended for the year
  • Listing: Shares listed on BSE Limited; annual listing fees paid for 2025-26 and 2026-27

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Note: All financial figures are in Indian Rupees Lakhs (1 Lakh = 100,000).