AGM Details

  • Meeting Date: Friday, September 18, 2026 at 11:30 AM
  • Mode: Video Conferencing/Other Audio Visual Means
  • Cut-off Date: Friday, September 11, 2026
  • Remote e-Voting Period: Tuesday, September 15, 2026 (9:00 AM) to Thursday, September 17, 2026 (5:00 PM)
  • Scrutinizer: Ms. Poonam Somani of M/s Somani & Associates

Agenda Items

Ordinary Business

1. Adoption of audited financial statements for FY ended March 31, 2026 with reports of Board of Directors and Statutory Auditors

2. Re-appointment of Mr. Satish Ramsevak Pandey (DIN: 03563657) as director liable to retire by rotation

Special Business

3. Approval of remuneration payable to Mr. Prakash Baliram Shewale, Managing Director (DIN: 10967169) at ₹10,000 per month

4. Authorization for loans/financial assistance/guarantees/security/letters of comfort or support under Section 185 of Companies Act for aggregate amount not exceeding ₹50 crores to subsidiaries/associates/joint ventures/group entities

Financial Highlights (₹ in Lakhs)

| Particulars | FY 2025-26 | FY 2024-25 |

| Revenue from Operations | 0.00 | 0.00 |

| Other Income | 0.41 | 0.08 |

| Total Income | 0.41 | 0.08 |

| Total Expenses | 27.67 | 32.31 |

| Net Loss | (27.26) | (32.23) |

| EPS (Basic) | (0.44) | (1.49) |

| EPS (Diluted) | (0.97) | (1.49) |

Capital Structure Changes

  • Authorized Share Capital: Increased from ₹10 crores (1 crore shares) to ₹13.5 crores (1.35 crore shares) approved at EGM on December 24, 2025
  • Preferential Allotment: 40,00,000 equity shares of ₹10 each at par issued on February 16, 2026, raising ₹4 crore
  • Post-Allotment Paid-up Capital: ₹6.15 crores (61,57,186 shares) from ₹2.15 crores (21,57,186 shares)
  • Warrants Issued: 68,42,814 warrants on preferential basis

Key Financial Positions (₹ in Lakhs)

| Particulars | March 31, 2026 | March 31, 2025 |

| Cash & Cash Equivalents | 312.33 | 0.12 |

| Loans & Advances | 81.26 | 0.00 |

| Total Current Assets | 396.32 | 0.12 |

| Long-term Borrowings | 95.55 | 95.55 |

| Short-term Borrowings | 7.79 | 156.63 |

| Other Financial Liabilities | 225.57 | 227.06 |

| Trade Payables | 6.24 | 3.52 |

| Net Worth | (112.60) | (482.65) |

Director Changes

Appointments

  • Mr. Kalpesh Naginbhai Patel (Non-Executive Director) w.e.f. 09.02.2026
  • Mrs. Vandana Kalpesh Patel (Non-Executive Director) w.e.f. 09.02.2026
  • Mrs. Hiralben Mehulsinh Gohil (Independent Director) w.e.f. 20.03.2026
  • Mr. Ankitkumar Rajendra Shah as Company Secretary & Compliance Officer w.e.f. 02.04.2025

Resignation

  • Mr. Paras Chand Jain resigned w.e.f. 12.03.2026

Board Composition

  • Mr. Prakash Baliram Shewale - Chairman and Managing Director
  • Mr. Satish Ramsevak Pandey - Executive Director & CFO
  • Ms. Gayatridevi D. Pandey - Non-Executive Independent Director
  • Mr. Manoj Choudhary - Non-Executive Independent Director
  • Mrs. Hiralben Mehulsinh Gohil - Non-Executive Independent Director
  • Mr. Kalpesh Naginbhai Patel - Non-Executive Non-Independent Director
  • Mrs. Vandana Kalpesh Patel - Non-Executive Non-Independent Director

Auditor Information

  • Statutory Auditors: M/s. Maark & Associates (FRN: 145153W) appointed for 5 years from 2025
  • Secretarial Auditor: M/s. Somani & Associates (FCS No. 9364) appointed for 5 years from FY 2025-26
  • Audit Fees: ₹2.09 lakhs (FY25: ₹1.75 lakhs)

Key Auditor Observations

1. Material uncertainty exists about going concern status as accumulated losses exceed paid-up capital

2. Interest of ₹286.68 lakhs not provided on borrowings from related parties since April 1, 2001

3. Non-compliance with Section 203 (non-appointment of CFO), Section 185, and Section 138 (non-appointment of Internal Auditors)

4. Non-disclosure under Regulation 7(2) of SEBI PIT Regulations for acquisitions by Kalpesh Patel and Vandana Patel

Preferential Issue Utilization (₹ in Lakhs)

| Particulars | Amount |

| Gross Proceeds Raised | 400.00 |

| Issue Expenses | 0.00 |

| Net Proceeds Available | 400.00 |

| Utilized for Working Capital | 315.00 |

| Unutilized Amount as on March 31, 2026 | 85.00 |

Corporate Governance

  • Corporate governance provisions under SEBI LODR not applicable as paid-up capital (<₹10 crores) and net worth (<₹25 crores) below threshold
  • CSR provisions under Section 135 not applicable
  • Company has Vigil Mechanism and Whistle-Blower Policy in place

Other Significant Information

  • Company non-operational since 1995 with no manufacturing activities
  • No dividend recommended due to accumulated losses
  • No material changes or commitments affecting financial position post year-end
  • No significant regulatory/court orders impacting going concern status
  • Related party transactions at arm's length basis
  • No pending litigations impacting financial position