Meeting Details

  • Meeting Date: Wednesday, 30th September, 2026
  • Time: 11:00 A.M. (IST)
  • Mode: Video Conferencing / Other Audio-Visual Means (VC/OAVM)
  • Record Date: 23rd September, 2026
  • Voting Period: 27th September, 2026 (9:00 PM) to 29th September, 2026 (5:00 PM)

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt the Annual Audited Financial Statements for the Financial Year ended 31st March, 2026 together with Reports of Board of Directors and Auditors.

2. Director Appointment: To appoint director in place of Mr. Darshak Rupani (DIN: 03121939) who retires by rotation and is eligible for reappointment.

Special Business

Item 3: Payment of Remuneration to Mr. Prashantt Rupani (Special Resolution)

  • Purpose: Approval for payment of remuneration to Mr. Prashantt Rupani (DIN: 03138082), Non-Executive Director
  • Amount: Not exceeding INR 1,00,000/- per month for financial year 2026-27 onwards
  • Approvals: Recommended by Nomination and Remuneration Committee and approved by Board on 14th August, 2026
  • Regulatory References: Section 197 read with Schedule V of Companies Act, 2013; Regulation 17(6) of SEBI LODR
  • Interest Disclosure: Mr. Prashantt Rupani and Mr. Darshak Rupani (relative) are interested in the resolution

Item 4: Re-appointment of Mr. Darshak Rupani as Managing Director (Special Resolution)

  • Term: 3 years with effect from 14th November 2026
  • Remuneration Package:
  • Salary: Basic salary upto ₹18,00,000 per annum + Bonus equivalent to 2 month's salary per annum
  • Perquisites:
  • Reimbursement of gas, electricity, water expenses
  • Medical reimbursement for self and family (ceiling of 1 month's salary)
  • Leave Travel Allowance for self and family once yearly
  • Club fees for maximum two clubs including life membership
  • Personal Accident Insurance premium not exceeding ₹10,000 per annum
  • Car with driver for company business and telephones at residence
  • Other perquisites and allowance (maximum ₹2,00,000 per year)
  • Reimbursement of expenses incurred on behalf of Company
  • Termination: Either party can terminate with 2 months written notice
  • Regulatory References: Sections 196, 197, 203 of Companies Act, 2013; Regulation 17(6)(e) of SEBI LODR
  • Interest Disclosure: Mr. Darshak Rupani and Mr. Prashantt Rupani (relative) are interested in the resolution

Item 5: Material Related Party Transactions with Mr. Prashantt Rupani (Ordinary Resolution)

  • Nature of Transactions: Borrowings/loans from Mr. Prashantt Rupani
  • Amount: Aggregate value not exceeding ₹10,00,00,000 (Ten Crore) for FY 2026-27
  • Terms: Interest-free, unsecured, on-demand loans without collateral
  • Purpose: Working capital requirements
  • Previous Transactions:
  • FY 2024-25: ₹4,95,50,000
  • Current FY (up to preceding quarter): ₹1,37,50,000
  • Materiality Threshold: 75.42% of company's annual consolidated turnover for immediately preceding financial year
  • Impact on Debt Ratios:
  • Debt to Equity Ratio before transaction: 0.37
  • Debt to Equity Ratio after transaction: 0.75
  • Approvals: Audit Committee and Board approved on 14th August, 2026
  • Regulatory References: Regulation 23 of SEBI LODR; SEBI Circular dated June 26, 2025

Financial Performance Context (Standalone)

| Particulars | 2023-24 (₹ Lacs) | 2024-25 (₹ Lacs) | 2025-26 (₹ Lacs) |

| Sales and Other Income | 3772.93 | 2436.84 | 1756.37 |

| Net Profit Before Tax | 170.97 | 231.67 | 144.48 |

| Net Profit After Tax | 117.17 | 173.06 | 97.56 |

Director Information

Mr. Darshak Rupani (Managing Director):

  • Age: Not specified
  • Qualification: Post graduate in Information Technology from Clarendon College, Sydney
  • Experience: Over 20 years in management across different fields
  • Current Remuneration: ₹18,00,000 per annum (FY 2025-26)
  • Shareholding: 24,28,978 shares (6.94%)

Mr. Prashantt Rupani (Non-Executive Director):

  • Age: 49 years
  • Qualification: Commerce graduate from Mumbai University
  • Experience: 16+ years in BPO industry and export-import of agricultural goods
  • Past Remuneration: None
  • Shareholding: 6,80,000 shares (1.94%)

Voting Arrangements

  • Remote e-Voting: Through CDSL platform from 27th to 29th September 2026
  • Meeting Attendance: Through VC/OAVM with first-come-first-served basis for 1000 members
  • Helpdesk: CDSL helpdesk (helpdesk.evoting@cdslindia.com, toll free 1800 21 09911)
  • Proxy Facility: Not available as per MCA Circular No. 14/2020