Nature of the Event

Regulatory filing pursuant to SEBI Listing Regulations 30 and 34, containing the notice convening the 42nd Annual General Meeting scheduled for September 18, 2026, along with the complete Annual Report for FY 2025-26.

Key Quantitative Figures

  • FY26 Net Loss: ₹3.38 crore (FY25: ₹13.18 crore loss)
  • Total Comprehensive Loss: ₹3.67 crore (FY25: ₹15.49 crore loss)
  • Revenue from Operations: ₹7.94 crore (FY25: ₹11.52 crore)
  • Paid-up Equity Share Capital: ₹26.12 crore (unchanged)
  • Total Assets: ₹42.55 crore (FY25: ₹48.74 crore)
  • Current Liabilities: ₹38.74 crore (FY25: ₹41.25 crore)
  • Borrowings: ₹22.36 crore (FY25: ₹22.04 crore)
  • EPS: -₹0.65 (FY25: -₹2.52)

Dates of Action

  • AGM Date: September 18, 2026 at 4:00 PM
  • Record Date: September 11, 2026
  • E-voting Period: September 15-17, 2026
  • Book Closure: September 12-18, 2026

Parties Involved

  • Related Parties: Dechem Resins Limited, Krishna Enterprises Limited, Father & Son Investment Private Limited
  • Regulators: BSE Limited, SEBI, Registrar of Companies
  • Auditors: Laxminiwas & Co. (Statutory), RC Venkatesh Rao (Secretarial)
  • Scrutinizer: S.J. Madhwaraj
  • RTA: Computech Sharecap Limited

AGM Agenda Items

Ordinary Business

1. Adoption of audited financial statements for FY 2025-26

2. Reappointment of Mr. Chand Daulat Datwani (DIN: 00355181) who retires by rotation

Special Business

3. Approval for RPT with Dechem Resins Limited: Sale and purchase of goods/services up to ₹10 crore per financial year for 2026-27 and 2027-28

  • Nature: Entities with common directors
  • Previous FY transactions: ₹2.88 crore
  • Value as % of consolidated turnover: 125.90%
  • Value as % of related party turnover: 373.13%

4. Approval for RPT with Krishna Enterprises Limited: Transfer of resources (unsecured loan/exchange fluctuation) up to ₹105 crore for 2026-27 and 2027-28

  • Nature: Holds more than 20% shares in the company (29.43%)
  • Existing ECB loan: ₹103.66 crore
  • Value as % of consolidated turnover: 1322.00%
  • Value as % of related party turnover: 887.62%

5. Approval for RPT with Father & Son Investment Private Limited: Sale of immovable property (land and building) up to ₹15 crore for 2026-27 and 2027-28

  • Nature: Directors are 100% shareholders of the related party
  • Purpose: Settlement of advance received in earlier financial year
  • Value as % of consolidated turnover: 188.85%

6. Approval for sale of substantially all assets: Special resolution for sale of whole/substantially whole undertaking for approximately ₹90 crore

  • Pursuant to Section 180(1)(a) of Companies Act and Regulation 37A(1) of SEBI LODR
  • Assets exclude those mentioned in Item 5
  • Purpose: Realize value from assets and settle liabilities due to cessation of operations

Financial and Operational Impact

  • Going Concern Status: Financial statements prepared on 'other than going concern' basis due to permanent cessation of operations
  • Operational Status: All manufacturing operations discontinued since FY 2021-22; trading activities ceased from December 31, 2025; lease agreements terminated from January 1, 2026
  • Asset Realization Plan: Management has initiated structured plan for orderly disposal of remaining assets including inventory, investments, plant and machinery, and land
  • Liquidity Position: Current ratio of 0.39; Net debt to equity ratio of 544%
  • Deferred Tax Asset: ₹24.53 crore not recognized due to uncertainty of future taxable income

Capital Structure Impact

  • No change in share capital during the year
  • Promoter holding: 60.38% (Arun Daulatram Datwani: 29.13%, Dasu Daulatram Datwani: 29.13%)
  • Krishna Enterprises Limited holds 29.43% shares
  • No equity issuance, buyback, or dividend declared

Governance Updates

  • Board Changes: Resignation of Mr. H K Nagendra (Dec 27, 2025) and Mr. Sreedhar Nagaraju (Apr 3, 2025); Appointment of Ms. Madhura Haldodderi Govindarao (May 30, 2025) and Mr. Devaraja Murthy Nagarle Kempadevanna (Dec 30, 2025)
  • Board Composition: 5 directors (2 executive, 3 independent)
  • Board Meetings: 5 meetings held during FY26 with 100% attendance
  • Key Managerial Personnel: Mr. C.D. Datwani (Chairman & MD), Mrs. Saroj Datwani (Whole-time Director & CFO), Mr. G.D. Rama Rao (Company Secretary)
  • Auditor Remuneration: ₹2.5 lakh plus taxes for statutory audit

Related Party Transactions Disclosure

  • Total outstanding balances with related parties: ₹142.06 crore
  • Includes loans from promoters and related entities
  • All RPTs approved by Audit Committee and Board
  • Detailed disclosures provided as per SEBI Industry Standards

Voting Arrangements

  • E-voting through CDSL from September 15-17, 2026
  • Physical voting at AGM venue for those not using e-voting
  • Related parties to abstain from voting on RPT resolutions
  • Scrutinizer: S.J. Madhwaraj

Additional Information

  • Email for investor grievances: gdrvenlon@gmail.com
  • Compliance Officer: G.D. Rama Rao
  • No employees as on March 31, 2026
  • Dematerialized shares: 97.28% of total equity