Nature of the Event

Regulatory disclosure pursuant to SEBI Listing Regulations (LODR) and Companies Act, 2013, submitting the Notice of the 37th Annual General Meeting (AGM) and the Annual Report for the financial year ended 31st March 2026.

Key Quantitative Figures (FY 2025-2026)

  • Total Income: ₹14.01 million (Previous Year: ₹49.67 million)
  • Total Expenditure: ₹33.25 million (Previous Year: ₹48.96 million)
  • Loss Before Tax: ₹(19.25) million (Previous Year: Profit of ₹0.72 million)
  • Tax Expense: ₹0.18 million (Previous Year: ₹0.18 million)
  • Loss After Tax: ₹(19.43) million (Previous Year: Profit of ₹0.54 million)
  • Earnings Per Share (EPS): ₹(5.87) (Previous Year: ₹0.16)
  • Paid-up Equity Share Capital: ₹33.07 million (3,306,802 shares of ₹10 each)

Dates of Action

  • AGM Date: 24th September 2026 at 12:15 PM IST
  • Remote E-Voting Commencement: 21st September 2026, 9:00 AM
  • Remote E-Voting End: 23rd September 2026, 5:00 PM
  • Record Date (Cut-off): 17th September 2026
  • Share Transfer Book Closure: 18th September 2026 to 24th September 2026 (both days inclusive)

Parties Involved

  • Stock Exchange: BSE Limited
  • Registrar & Transfer Agent (RTA): MUFG Intime India Pvt. Ltd.
  • Statutory Auditors (Proposed): M/s S A R A & Associates, Chartered Accountants (FRN: 120927W)
  • Secretarial Auditor (Proposed): M/s Pooja Gala & Associates, Practicing Company Secretary
  • Scrutinizer for E-Voting: Ms. Aparna Tripathi, M/s. Aparna Tripathi & Associate
  • Key Counterparties in Related Party Transactions: Healix Healthcare Pvt. Ltd., Total Dental Care Pvt. Ltd., Mr. Avinash Vora, Mr. Vikram Vora

Business and Operational Highlights

  • The company is engaged in the trading of dental products and equipment.
  • A significant change in management control occurred. PPMS Real Estates LLP (the Acquirer) entered into a Share Purchase Agreement (SPA) dated 14th February 2026 with the existing promoters (Avinash D. Vora, Parth A. Vora, Vikram A. Vora, Daksha A. Vora) to acquire 783,091 equity shares (23.68% of paid-up capital) at ₹33 per share, aggregating ₹25.84 million.
  • This acquisition triggered an open offer by PPMS Real Estates LLP for up to 859,769 shares (26% of voting capital) at ₹33 per share. The open offer opened on 13th May 2026 and closed on 26th May 2026.
  • The company's object clause was changed via a Postal Ballot on 28th May 2026, and the new management intends to venture into the real estate business.
  • The median remuneration of employees decreased by 21.77% to ₹110,675.

Capital Structure Impact

  • No change in issued, subscribed, and paid-up share capital during the year (remained at 3,306,802 shares).
  • As of 31st March 2026, 1,252,801 shares (acquired by PPMS Real Estates LLP from promoters and public) were held in an escrow demat account, pending regulatory compliance. These shares had no voting rights as of the balance sheet date.
  • Post-year-end, upon completion of the open offer process and regulatory requirements, PPMS Real Estates LLP was expected to gain control, and the existing promoters were to cease being promoters.

Corporate Governance and Board Changes

Changes during FY 2025-26:

  • Mr. Manas Ranjan Palo (DIN: 01933994) and Mr. Saroj Kumar Choudhury (DIN: 11143083) were appointed as Additional Directors on 16th January 2026.
  • Multiple changes in Key Managerial Personnel (KMP):
  • Ms. Bijal Durgavale (CS) resigned on 28th October 2025.
  • Ms. Shanu Jain was appointed CS on 16th January 2026 and resigned on 12th February 2026.
  • Ms. Shreyana Koyande was appointed CS on 12th February 2026.

Changes after FY End (23rd April 2026):

  • Resignations: Mrs. Daksha Vora, Mr. Abhishek Vora, Mr. Manas Palo, Mr. Saroj Choudhury (Directors); Ms. Hemali Patel (CFO); Ms. Shreyana Koyande (CS).
  • Appointments:
  • Directors: Mr. Parthh K Mehta (Chairman & MD), Mr. Ameya Tandulkar (ED), Mr. Bankim Mehta, Ms. Malvika Jagani, Mr. Dayashankar Patel, Mr. Aditya Soni.
  • KMP: Mr. Nikunj Gandhi (CFO), Ms. Renu Choudhary (CS).

Resolutions Proposed at AGM

1. Ordinary Business: Adoption of audited financial statements for FY 2025-26.

2. Ordinary Business: Re-appointment of Mr. Vikram A. Vora (DIN: 02454043), who retires by rotation.

3. Special Business: Appointment of M/s S A R A & Associates as Statutory Auditors for 5 years (remuneration: ₹150,000 + taxes for FY26).

4. Special Business: Appointment of M/s Pooja Gala & Associates as Secretarial Auditors for 5 years (remuneration not exceeding ₹100,000 p.a. + taxes).

5. Special Business: Re-designation of Mr. Avinash D. Vora (DIN: 02454059) from Managing Director to Executive Director for 5 years (w.e.f. 5th Aug 2026 to 4th Aug 2031).

6. Special Business: Appointment of Mr. Parthh K. Mehta (DIN: 05251177) as Chairman & Managing Director for 5 years (w.e.f. 5th Aug 2026 to 4th Aug 2031) with a proposed salary of ₹500,000 per month (₹6 million p.a.).

7. Special Business: Sale of a company car to promoter/director Mr. Avinash D. Vora. The sale consideration is based on the Insured Declared Value (IDV), estimated at ₹523,660, representing 3.74% of the company's annual consolidated turnover.

Related Party Transactions (RPTs)

  • Sales to Healix Healthcare Pvt Ltd: ₹14.18 million (PY: ₹6.44 million)
  • Sales to Total Dental Care Pvt Ltd: ₹5.88 million (PY: ₹14.81 million)
  • Purchases from Healix Healthcare Pvt Ltd: ₹1.52 million (PY: ₹16.03 million)
  • Rent paid to Directors Mr. Vikram Vora and Mr. Parth Vora: ₹180,000 each.
  • Managing Director's remuneration: ₹1.8 million.
  • All RPTs were reported to be at arm's length and in the ordinary course of business.

Auditor's Observations

  • The Statutory Auditor's report does not contain any qualifications, reservations, or adverse remarks.
  • The Secretarial Auditor's report is unqualified.
  • No fraud was reported by the auditors under Section 143(12) of the Companies Act, 2013.

Other Material Disclosures

  • The company did not recommend any dividend for FY 2025-26.
  • No deposits were accepted within the meaning of Sections 73 and 76 of the Companies Act, 2013.
  • No amount was transferred to the Investor Education and Protection Fund (IEPF).
  • The company has an adequate internal financial controls system, which was operating effectively.
  • There were no significant material orders passed by regulators/courts impacting the going concern status.