Board Meeting Details

The Board of Directors meeting was held on November 06, 2026, commencing at 10:00 AM IST and concluding at 06:00 PM IST.

Key Approvals and Notings

1. Unaudited Financial Results: The Board approved the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026, along with the Limited Review Reports issued by the Statutory Auditors.

2. Disposal of Wholly Owned Subsidiary: The Board noted the appointment of liquidators (Mrs. Andri Antoniou and Mr. Marios Kofteros) by the Department of Insolvency, Cyprus for the creditors' voluntary winding up of Koderat Investment Limited (a WOS). The Company ceased to exercise control over the subsidiary effective September 24, 2026. Required disclosures under Regulation 30 of SEBI LODR were attached.

Financial Results Highlights (Standalone)

  • Quarter Ended Sep 30, 2026: Revenue from operations ₹3,042.50 lakhs, Profit before tax ₹5.95 lakhs, Profit for the period ₹5.95 lakhs, EPS ₹0.131
  • Half Year Ended Sep 30, 2026: Revenue from operations ₹5,693.40 lakhs, Profit before tax ₹7.95 lakhs, Profit for the period ₹7.95 lakhs, EPS ₹0.175
  • Comparative (Half Year Ended Sep 30, 2025): Revenue from operations ₹3,243.00 lakhs, Profit before tax ₹22.13 lakhs (including exceptional items), Profit for the period ₹16.16 lakhs, EPS ₹0.365

Financial Results Highlights (Consolidated)

  • Quarter Ended Sep 30, 2026: Revenue from operations ₹3,045.90 lakhs, Profit before tax ₹6.83 lakhs, Profit for the period ₹6.70 lakhs, EPS ₹0.148
  • Half Year Ended Sep 30, 2026: Revenue from operations ₹5,700.60 lakhs, Profit before tax ₹8.71 lakhs, Profit for the period ₹8.58 lakhs, EPS ₹0.189
  • Comparative (Half Year Ended Sep 30, 2025): Revenue from operations ₹3,252.80 lakhs, Profit before tax ₹9.35 lakhs (including exceptional items), Profit for the period ₹3.26 lakhs, EPS ₹0.074

Key Balance Sheet Figures (as at Sep 30, 2026)

  • Standalone: Total Assets ₹8,271.80 lakhs, Total Equity ₹2,121.30 lakhs, Borrowings (non-current + current) ₹3,865.70 lakhs
  • Consolidated: Total Assets ₹8,234.40 lakhs, Total Equity ₹2,059.10 lakhs, Borrowings (non-current + current) ₹3,865.70 lakhs

Auditor's Review Report Qualifications

Sharp & Tannan Associates LLP issued a qualified conclusion on both standalone and consolidated results regarding MAT credit asset:

  • The Company had recognized MAT credit of ₹1,193.61 lakhs for AY 2011-12 and 2012-13.
  • During Q2 FY26 (quarter ended June 30, 2025), ₹596.81 lakhs was written off.
  • Balance MAT credit of ₹596.80 lakhs carried forward as of Sep 30, 2026.
  • Auditors concluded based on financial projections and accumulated carry-forward losses that utilization of remaining MAT credit within statutory 15-year period (from recognition year) is unlikely.
  • MAT Credit Asset, total comprehensive income, and retained earnings are overstated by ₹596.80 lakhs.

Emphasis of Matter by Auditors

1. US Court Judgment: Judgment dated February 17, 2026, from Circuit Court of Oakland, Michigan, in favor of CJ Holdings North America, LLC, holding the Company liable to pay USD 10.38 lakhs (approx. ₹996.16 lakhs as of Sep 30, 2026) including principal and interest. Net contingent liability for disclosure is ₹545.10 lakhs (USD 5.68 lakhs) after deducting liability already recognized in books (USD 4.70 lakhs). Management disclosed this as contingent liability based on legal opinion that the judgment is not directly enforceable in India and would require separate proceedings in Indian courts.

2. Deconsolidation of Koderat: Due to loss of control from September 24, 2026, Koderat was deconsolidated. A gain of ₹55 lakhs on loss of control was recognized. Financial information of Koderat up to Sep 24, 2026, was not reviewed by auditors and was based on management certification.

Other Notes to Financial Statements

  • Warrants Allotment: Company allotted 32,65,000 warrants on February 05, 2026, at issue price of ₹75 each (including premium of ₹65). No further amount received during Q2 FY27 towards these warrants.
  • Sale of AIPL: During previous financial year, Company sold entire stake in Autoline Industrial Park Limited (AIPL) to MNSC Realty Pvt. Ltd. Entire consideration received and shares transferred. Management control transferred effective April 16, 2026.
  • Exceptional Items:
  • Standalone: Half year ended Sep 30, 2025, included net gain of ₹1,910 lakhs (profit on sale of equity share investment ₹2,170 lakhs less incidental expenses ₹260 lakhs) from sale of AIPL.
  • Consolidated: Half year ended Sep 30, 2025, included net gain of ₹628 lakhs from sale of AIPL.
  • Scheme of Amalgamation: Draft scheme for amalgamation of Autoline Design Software Limited (wholly owned subsidiary) with the Company with appointed date April 01, 2025, was approved by Boards. No material change in status during quarter; scheme yet to be filed with NCLT.
  • Government Subsidy: Company received Provisional Eligibility Certificate dated August 25, 2026, from Industries Commissionerate, Government of Gujarat, under Aatmanirbhar Gujarat Scheme for Sanand unit. Recognized ₹242 lakhs under Other Income (₹213 lakhs relating to FY 2023-24 to 2025-26 and ₹29 lakhs for current financial year) as per Ind AS 20.

Subsidiary Disposal Details

  • Name: Koderat Investment Limited, Cyprus
  • Financials (Based on FY 2024-25): Income: Euro (8827); Net Worth: Euro (4848111)
  • Disposal Mechanism: Creditors' voluntary winding up in Cyprus
  • Expected Completion: 6 to 8 months from appointment of liquidators
  • Consideration: Nil (no business activities in subsidiary)
  • Related Party Transaction: No
  • Control Cessation: Effective September 24, 2026, upon appointment of liquidators certified by Department of Insolvency, Cyprus on October 20, 2026.