Board Meeting Details

The Board of Directors meeting was held on November 06, 2026, commencing at 05:30 p.m. and concluding at 6:00 p.m.

Key Outcomes Approved

1. Unaudited Financial Results: Approved the unaudited financial results for the quarter and half year ended September 30, 2026, along with Limited Review Reports of the Statutory Auditors.

2. Change in Registered Office: Approved change in registered office with immediate effect to "Office 1005, The Orion, Chharodi, Ahmedabad".

Financial Performance Highlights (Standalone)

Quarter Ended September 30, 2026:

  • Revenue From Operations: Not reported (shown as ÷)
  • Total Income: Not reported (shown as Ĭ)
  • Total Expenses: ₹6.50 lakh
  • Loss before tax: ₹(6.50) lakh
  • Tax Expense: Not reported (shown as ∼)
  • Net Loss: ₹(6.50) lakh
  • Basic & Diluted EPS: ₹(1.86)
  • Paid-up equity share capital: ₹242.99 lakh

Half Year Ended September 30, 2026:

  • Revenue From Operations: Not reported (shown as ä)
  • Total Income: Not reported
  • Total Expenses: ₹19.74 lakh
  • Loss before tax: ₹(19.74) lakh
  • Tax Expense: Not reported (shown as r)
  • Net Loss: ₹(19.74) lakh
  • Basic & Diluted EPS: ₹(7.10)
  • Paid-up equity share capital: ₹242.99 lakh

Comparative Figures:

  • Q2 September 2025: Net Profit of ₹0.94 lakh, Revenue ₹154.54 lakh
  • H1 September 2025: Net Profit of ₹1.08 lakh, Revenue ₹495.01 lakh
  • FY2026: Net Profit of ₹6.15 lakh, Revenue ₹516.66 lakh

Significant Change in Ownership and Control

Share Purchase Agreement (June 26, 2026):

  • Between Mrs. Gitaben Nitinbhai Patel (existing Promoter), Mr. Alpitkumar Pravinchandra Gor (Acquirer), and Riddhi Infocom Solutions LLP (PAC)
  • Acquisition of 1,50,599 equity shares (6.20% of Emerging Voting Share Capital) at ₹86 per share
  • Total consideration: ₹1,29,51,514 with ₹5,00,000 earnest money paid

Preferential Allotment (Approved June 26, 2026):

  • Issuance of 22,25,000 equity shares of ₹10 each at ₹86 per share (₹76 premium)
  • Total issue size: ₹19,13,50,000
  • Allocation: 7,78,750 shares to Acquirer, 6,34,800 shares to PAC, 8,11,450 shares to non-promoters
  • Shareholder approval obtained on July 27, 2026
  • Shares allotted on September 25, 2026

Mandatory Open Offer:

  • Triggered under SEBI Takeover Regulations 3(1) and 4
  • Public Announcement made on June 26, 2026
  • Detailed Public Statement published on July 03, 2026
  • Draft Letter of Offer filed with SEBI on July 09, 2026
  • Letter of Offer dated August 20, 2026 issued
  • Offer to acquire up to 6,31,785 shares (26.00% of Emerging Voting Share Capital) at ₹86 per share
  • Maximum consideration: ₹5,43,33,510
  • Tendering period: September 02-16, 2026
  • Settlement completion date: September 30, 2026

Post-Transaction Impact:

  • Acquirer and PAC would assume control and management
  • Would be classified as Promoters of the Company
  • Existing Promoter Seller would cease to be classified as Promoter
  • Total potential acquisition: Up to 73.48% of paid-up equity share capital

Utilization of Preferential Issue Proceeds

Total proceeds: ₹19,13,50,000

  • Working capital requirement: ₹7,27,13,000 (0% utilized)
  • Acquisition of equity shares/grant loan to Nextedge Ecommerce: ₹2,56,05,921 (0% utilized)
  • Inter-corporate loan to Nextedge Ecommerce: ₹4,71,07,079 (0% utilized)
  • General corporate purposes: ₹4,59,24,000 (0% utilized)

Financial Position (As of September 30, 2026)

  • Total Assets: ₹2,066.36 lakh (vs. ₹175.16 lakh as of March 31, 2026)
  • Cash and Cash Equivalents: ₹2,063.46 lakh (vs. ₹18.03 lakh)
  • Trade Receivables: Not reported (vs. ₹156.54 lakh)
  • Equity Share Capital: ₹242.99 lakh (vs. ₹20.49 lakh)
  • Other Equity: ₹1,817.38 lakh (vs. ₹147.14 lakh)
  • Current Liabilities: ₹5.99 lakh (vs. ₹7.52 lakh)

Cash Flow Statement (H1 FY2027)

  • Net cash from operating activities: ₹132.62 lakh
  • Net cash from financing activities: ₹1,912.48 lakh (primarily proceeds from preferential issue)
  • Net increase in cash: ₹2,045.09 lakh
  • Cash at beginning: ₹18.03 lakh
  • Cash at end: ₹2,063.13 lakh

Auditor's Review

  • Independent auditor: Nitin K. Shah & Co., Chartered Accountants
  • Review conducted under SRE 2410
  • No material misstatement identified in the financial results
  • Prepared in accordance with Ind AS 34