Key Financial Figures (FY 2025-26)

  • Total Revenue: ₹0.00 (Previous Year: ₹35,320)
  • Total Expense: ₹10,20,530 (Previous Year: ₹60,02,760)
  • Profit/Loss Before Tax: Loss of ₹10,20,530 (Previous Year: Loss of ₹59,67,450)
  • Current Tax: ₹0 (Previous Year: ₹0)
  • Deferred Tax: Credit of ₹5,76,870 (Previous Year: Credit of ₹6,65,350)
  • Profit/Loss After Tax: Loss of ₹15,97,400 (Previous Year: Loss of ₹66,32,800)
  • Earnings Per Share (EPS): (₹0.17) per share
  • Paid-up Share Capital: ₹9,16,09,000 (91,60,900 equity shares of ₹10 each)
  • Authorised Share Capital: ₹10,00,00,000 (1,00,00,000 equity shares of ₹10 each) – Proposed to be increased to ₹60,00,00,000
  • Cash and Cash Eququivalents: ₹83,130 (Previous Year: ₹1,12,710)
  • Net Cash from Operating Activities: Negative ₹29,580 (Previous Year: Negative ₹1,07,380)

Dates of Action

  • AGM Date: Tuesday, August 25, 2026, at 01:00 P.M.
  • Record Date for AGM/E-voting: Tuesday, August 18, 2026
  • Remote E-voting Period: August 22, 2026 (09:00 A.M.) to August 24, 2026 (05:00 P.M.)
  • Book Closure: From August 18, 2026, to August 25, 2026 (both days inclusive)
  • Board Meeting Dates Held in FY26: May 21, 2025; July 10, 2025; August 28, 2025; November 14, 2025; January 12, 2026

Parties Involved

  • Regulators: BSE Limited, SEBI, Ministry of Corporate Affairs (MCA), Registrar of Companies (ROC), Delhi
  • Statutory Auditors: M/s Asha & Associates, Chartered Accountants (Firm Reg. No. 000369N)
  • Secretarial Auditor: M/s Chandan J & Associates (Chandan Jha, Company Secretary)
  • Internal Auditor: M/s Chandni Singla & Associates, Chartered Accountants
  • Registrar & Share Transfer Agent (RTA): Beetal Financial & Computer Services Private Limited
  • Banker: ICICI Bank Limited
  • E-voting Service Provider: National Securities Depository Limited (NSDL)

Business Items for AGM

Ordinary Business

1. Adoption of Audited Financial Statements for FY ended March 31, 2026, along with Reports of Board of Directors and Auditors.

Special Business

2. Regularization and appointment of Mrs. Payal Sharma (DIN: 07190616) as a Non-Executive Independent Director for a term of 5 years from May 27, 2026, to May 26, 2031. She is entitled to sitting fees.

3. Regularization and appointment of Mr. Pranshu Poddar (DIN: 09203812) as a Non-Executive Independent Director for a term of 5 years from July 27, 2026, to July 26, 2031. He is entitled to sitting fees.

4. Increase in Authorised Share Capital from ₹10,00,00,000 to ₹60,00,00,000 and consequent alteration of Clause V of the Memorandum of Association.

5. Approval for Rights Issuance of Equity Shares to existing shareholders for an amount not exceeding ₹50 Crores.

Purpose/Rationale (as disclosed)

  • The increase in authorized capital is proposed to accommodate the issuance of new shares under the proposed ₹50 Crore Rights Issue, as the existing authorized capital is insufficient.
  • The Rights Issue is intended to strengthen the Company's capital base.
  • The appointments of Independent Directors are stated to be in the interest of the Company, considering their extensive experience and educational background.

Financial & Operational Impact (as explicitly disclosed)

  • Dividend: No dividend recommended due to losses incurred.
  • Reserves: No amount transferred to General Reserve.
  • Rights Issue Impact: The Equity Shares issued will rank pari passu with existing shares. Monies received will be transferred to a separate bank account and utilized as per SEBI ICDR Regulations.
  • Capital Structure Impact: The Rights Issue and authorized capital increase will significantly dilute the existing capital structure if approved and fully subscribed. The specific dilution percentage is not quantified in the disclosure.
  • Cash Flow Implications: Outflow from the Rights Issue subscription by shareholders; inflow of up to ₹50 Crore for the company.

Board and Management Changes (During FY25-26)

Appointments

  • Mrs. Anubha Chauhan (Ind. Director) w.e.f. July 10, 2025
  • Mr. Rohan Mohan Agarwal (Managing Director & CFO) w.e.f. August 28, 2025
  • Mr. Prasanna Laxmidhar Mohapatra (Ind. Director) w.e.f. November 14, 2025 (resigned May 18, 2026)
  • Mr. Ramanuj Murlinarayan Darak (Ind. Director) w.e.f. November 13, 2025 (resigned July 27, 2026)
  • Mrs. Payal Sharma (Ind. Director) w.e.f. May 27, 2026
  • Mr. Pranshu Poddar (Ind. Director) w.e.f. July 27, 2026
  • Ms. Deepali Mahapatra (Company Secy.) w.e.f. July 10, 2025 (resigned Sept. 9, 2025)
  • Ms. Nidhika Bharti (Company Secy.) w.e.f. November 14, 2025 (resigned July 13, 2026)

Resignations

  • Mr. Monendra Srivastava (Managing Director) w.e.f. July 10, 2025
  • Ms. Ruchi Sharma (Ind. Director) w.e.f. September 9, 2025
  • Mrs. Sushma Jain (Ind. Director) w.e.f. November 14, 2025
  • Mrs. Himani Sharma (Director) w.e.f. April 14, 2026
  • Mr. Prasanna Laxmidhar Mohapatra (Ind. Director) w.e.f. May 18, 2026
  • Mr. Ramanuj Murlinarayan Darak (Ind. Director) w.e.f. July 27, 2026
  • Ms. Deepali Mahapatra (Company Secy.) w.e.f. September 9, 2025
  • Ms. Nidhika Bharti (Company Secy.) w.e.f. July 13, 2026

Auditors' Report Key Points

  • Opinion Type: Qualified Opinion
  • Basis for Qualification:
  • Inability to comment on appropriateness of Loan & Advances (₹5.77 Cr), Trade receivables (₹5.47 Cr), and Trade Payables (₹2.89 Cr) due to absence of appropriate evidence/documents.
  • Inability to comment on existence of Fixed Assets (Net Block: ₹96.90 Lakh) due to absence of a Fixed Asset Register and physical verification report.
  • Key Audit Matter: Assessment of provisions for contingencies related to income tax demands amounting to approximately ₹2.49 Crore (across multiple assessment years) and minor TDS liabilities, which involve significant management judgement.
  • Internal Financial Controls (IFCoFR): Auditor's report on IFCoFR also highlights the same material weaknesses regarding verification of assets and liabilities.

Other Material Disclosures

  • Litigations: Disputed income tax demands totaling approx. ₹2.49 Crore for AYs 2010-2018. The company disagrees with the demands.
  • MSME Dues: Principal amount due to suppliers registered under MSMED Act: ₹140,431, outstanding for more than 45 days as of March 31, 2026.
  • Related Party Transactions: The company disclosed transactions with Key Managerial Personnel, including sitting fees and salaries, but stated it has not entered into any material contracts/arrangements with related parties under Section 188(1) of the Companies Act, 2013.
  • Loans & Investments: The company reported no loans, guarantees, or investments made under Section 186 of the Companies Act, 2013, during the year.
  • Deposits: The company did not accept any fixed deposits during the year.
  • Listing Fees: The company has not paid annual listing fees to BSE Limited for the financial year 2026-27.

Forward-Looking Statements (Explicitly Stated)

The Management Discussion and Analysis (MD&A) contains cautionary statements that certain descriptions are 'forward-looking' and subject to risks and uncertainties, including regulatory changes, competition, technology risk, and market conditions. The company undertakes no obligation to update these statements.

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