Key Quantitative Figures

  • Revenue from Operations: ₹98.60 lakhs for Q1 FY27 (compared to ₹250.21 lakhs in previous quarter, ₹0.00 lakhs in Q1 FY26)
  • Total Expenses: ₹94.26 lakhs for Q1 FY27 (including Cost of materials: ₹65.25 lakhs, Employee benefits: ₹6.29 lakhs, Other expenses: ₹22.62 lakhs)
  • Profit Before Tax: ₹4.34 lakhs for Q1 FY27 (compared to ₹81.99 lakhs in previous quarter, loss of ₹41.69 lakhs in Q1 FY26)
  • Net Profit for Period: ₹4.34 lakhs for Q1 FY27 (compared to ₹81.99 lakhs in previous quarter, loss of ₹41.69 lakhs in Q1 FY26)
  • Paid-up Equity Share Capital: ₹65.00 lakhs (65,00,000 equity shares of ₹1/- each) after bonus issue
  • Earnings Per Share (Basic): ₹0.07 for Q1 FY27 (compared to ₹1.64 in previous quarter, loss of ₹0.83 in Q1 FY26)
  • Write-off Amount: ₹7,41,13,473/- (₹7.41 crores) of subsidiary investments, loans/advances, and statutory tax balances

Dates of Action

  • Board Meeting: July 17, 2026 (commenced at 03:30 PM, concluded at 04:00 PM)
  • Director Reclassification Effective: July 17, 2026
  • Bonus Share Allotment: May 11, 2026 (approved by AGM on May 4, 2026)
  • Name Change Effective: April 21, 2026 (Special Resolution passed March 23, 2026)

Parties Involved

  • Subsidiary: M/s Vintage FZE India Private Limited
  • Director: Mr. Karnik Shasankan Pillai (DIN: 08529650)
  • Director: Mr. Jatinbhai R. Patel
  • Statutory Auditor: J.M. Patel & Bros. (FRN: 107707W)
  • Company Secretary: Himani Jhamar
  • CFO: Harshkumar Kalidas Patel
  • Audit Committee Chairperson: Sagar Kumar

Business Update

  • The company has formally shifted its primary business focus from the textile sector to the agro-commodity sector
  • During the quarter, the company executed agro-commodity trading (1121 Basmati Rice)
  • Management has declared they are dealing exclusively in exempted goods and not liable to register for GST under Section 23 of the CGST Act, 2017
  • The company has only single reportable business segment as per Ind AS 108

Capital Structure Impact

  • Equity share capital increased from ₹50,00,000/- (50,00,000 equity shares) to ₹65,00,000 (65,00,000 equity shares) due to bonus issue
  • The bonus issue was approved by Board on April 7, 2026 and subsequent allotment on May 11, 2026 as approved by members in AGM on May 4, 2026

Auditor's Qualified Opinion

The statutory auditor issued a qualified opinion noting:

  • During the quarter ended June 30, 2026, the Company wrote off its investment in subsidiary (M/s Vintage FZE India Private Limited), outstanding loans/advances, and statutory tax balances (CGST, SGST, IGST) aggregating to ₹7,41,13,473/-
  • These amounts were directly adjusted against the 'Quasi-Equity'/'Deposit' account of Director Mr. Jatinbhai R. Patel
  • This treatment is a departure from the measurement and recognition principles of Ind AS 109 and Ind AS 1
  • The material losses should have been routed through the Statement of Profit and Loss
  • Consequently, the Loss for the quarter is understated and the Reserves & Surplus/Equity is overstated by ₹7,41,13,473/-

Management's Response to Qualification

Management represented that:

  • The adjustment was made against the director's deposit account which had a sufficient balance
  • The financial support was extended by the Director as part of the Company's revival and restructuring efforts
  • The adjustment was considered appropriate to reflect the commercial substance of the transaction
  • No cash outflow was involved from the Company
  • The adjustment was undertaken to facilitate clean-up of legacy balances arising from disinvestment of the subsidiary and write-off of non-utilizable statutory balances

Governance Change

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved:

  • Change in category of Mr. Karnik Shasankan Pillai (DIN: 08529650) from 'Promoter' to 'Professional Director', effective July 17, 2026
  • Mr. Pillai shall continue to serve as Managing Director on existing terms and conditions
  • The approval is limited only to change in classification and does not affect his office, tenure, powers, duties, responsibilities or terms of appointment

NCLT Resolution Plan Impact

  • In adherence to the Approved Resolution Plan, the management was formally handed over to the Resolution Applicant
  • Outstanding Central/State statutory dues continue to reflect on government portals but have been extinguished in the Company's books of accounts to the extent covered by the NCLT-approved Resolution Plan

#Tags: #AudrocLimited #Q1Results #SEBIDisclosure #RegulatoryCompliance #FinancialUpdate #Neutral