Financial Performance Highlights (Amounts in ₹ lakhs)

FY 2025-26 Performance:

  • Revenue from Operations: ₹15,029.93
  • Other Income: ₹163.40
  • Total Income: ₹15,193.33
  • Total Expenses: ₹14,484.28
  • Profit Before Tax: ₹709.05
  • Current Tax: ₹184.55
  • Deferred Tax: (₹1.81)
  • Net Profit After Tax: ₹526.31

FY 2024-25 Comparative Figures:

  • Revenue from Operations: ₹17,440.60
  • Other Income: ₹221.38
  • Total Income: ₹17,661.98
  • Net Profit After Tax: ₹257.42

The company transferred ₹491.64 lakhs from Securities Premium Account to issue bonus shares. No amount was transferred to General Reserve. Reserves and Surplus stood at ₹912.06 lakhs as of March 31, 2026.

Share Capital and Corporate Actions

Authorized Share Capital: Increased from ₹105.00 lakhs (10,50,000 shares) to ₹1,300.00 lakhs (1,30,00,000 shares) approved at EGM on April 25, 2025.

Paid-up Share Capital: ₹908.77 lakhs (90,87,736 shares) as of March 31, 2026, up from ₹9.51 lakhs (95,060 shares) in previous year.

Bonus Issue: Issued 89,92,676 bonus equity shares (1:94.45 ratio) on September 19, 2025, utilizing ₹491.64 lakhs from Securities Premium Account.

IPO Details: Subsequent to year-end, the company made a fresh issue of 38,98,000 equity shares at ₹70 per share (₹10 face value + ₹60 premium), aggregating ₹2,728.60 lakhs. The issue opened on May 29, 2026, and closed on June 2, 2026. Shares were listed on BSE SME Platform with effect from June 5, 2026.

Dematerialization: 100% of paid-up share capital is dematerialized with ISIN INE1KVL01010.

Material Changes Post Financial Year

Between April 1, 2026 and the report date, the company completed its IPO as detailed above, resulting in listing on BSE SME.

Directors and Key Managerial Personnel

Board of Directors:

  • Kalash Kevin Shah (Managing Director, DIN: 07611397)
  • Punit Devendrabhai Shah (Non-Executive & Non-Independent Director, DIN: 08638245)
  • Kiran Rani (Independent Director, DIN: 10886195)
  • Preeti Sethi (Independent Director, DIN: 10926123)

Key Managerial Personnel:

  • Sakshi Sareen (Company Secretary & Compliance Officer, appointed November 15, 2025)
  • Sahil Sultanali Merchant (Chief Financial Officer, appointed March 26, 2025)
  • Kalash Kevin Shah (Managing Director)

Changes during FY26:

  • Mr. Punit Devendrabhai Shah re-designated from Executive Director to Non-Executive Director effective April 30, 2025
  • Mr. Tarun Kumar Rathi appointed and resigned as Company Secretary on October 14, 2025

Board Meetings: 11 meetings held during the year with 100% attendance by all directors.

Director Re-appointment: Mr. Punit Devendrabhai Shah retires by rotation and seeks re-appointment at the AGM.

Committee Composition

Audit Committee: Preeti Sethi (Chairperson), Kiran Rani (Member), Kalash Kevin Shah (Member) - met 3 times

Nomination and Remuneration Committee: Preeti Sethi (Chairperson), Kiran Rani (Member), Punit Devendrabhai Shah (Member) - met 1 time

Stakeholders Relationship Committee: Kiran Rani (Chairperson), Preeti Sethi (Member), Kalash Kevin Shah (Member) - met 1 time

Statutory Auditors

M/s Motilal & Associates LLP (Firm Registration No. 106584W/W100751) were appointed as Statutory Auditors effective July 4, 2025, following the resignation of M/s Vijay Gurnani & Co. They were re-appointed at the 7th AGM until the conclusion of AGM for FY 2029-30.

Audit Fees: ₹4,00,000 for audit, ₹50,000 for tax audit, ₹1,46,000 for certification charges.

The audit report contains no qualifications, reservations, or adverse remarks.

Internal Auditors

M/s. D M K H & Co. (Firm Registration No. 116886W) served as Internal Auditors for FY 2025-26.

Related Party Transactions

All transactions were at arm's length and in ordinary course of business:

  • Kalash Kevin Shah: Remuneration ₹12.50 lakhs (FY25: ₹38.00 lakhs)
  • Sahil Sultanali Merchant: Remuneration ₹12.17 lakhs (FY25: nil)

Details provided in Form AOC-2 annexed to the report.

Corporate Governance

As the company was unlisted during FY 2025-26 (listed subsequently on June 5, 2026), SEBI Listing Regulations including corporate governance requirements were not applicable.

Litigation and Contingent Liabilities

GST Disputes: Multiple demand orders under dispute totaling ₹7,70,76,552:

  • ₹89,69,603 for FY 2019-20/20-21
  • ₹1,52,99,930 for FY 2019-20
  • ₹13,46,400 for FY 2020-21
  • ₹2,55,73,650 for FY 2020-2022
  • ₹88,520 for FY 2022-2025
  • ₹2,36,98,491 for FY 2022-23
  • ₹84,710 for FY 2022-2023
  • ₹20,15,248 for FY 2023-2024

Income Tax: Demand of ₹5,65,70,475 under section 148A for FY 2019-20 (appeal not yet filed).

Other Key Disclosures

Deposits: No deposits accepted or renewed during the year.

Subsidiaries: No subsidiary, joint venture or associate companies as of March 31, 2026.

CSR: Not applicable as company doesn't meet the threshold criteria.

Internal Financial Controls: Adequate and operating effectively as per auditor's report.

Vigil Mechanism: Policy established and available on company website.

AGM Details: 8th AGM to be held on September 30, 2026 through VC/OAVM to:

1. Adopt audited financial statements for FY26

2. Re-appoint Mr. Punit Devendrabhai Shah as director liable to retire by rotation

RTA: MUFG Intime India Private Limited