Company Identification

Financial Performance Highlights

  • Total Income: ₹44.51 crore (FY 2025-26) vs ₹78.22 crore (FY 2024-25) - 43.1% decrease
  • Revenue from Operations: ₹44.40 crore vs ₹78.09 crore - 43.2% decrease
  • Profit/(Loss) before Tax: (₹1.25 crore) loss vs ₹0.31 crore profit
  • Net Profit/(Loss): (₹1.13 crore) loss vs ₹0.17 crore profit
  • EPS: (₹1.22) vs ₹0.20

Material Uncertainty - Going Concern

The Statutory Auditors highlighted a material uncertainty regarding the company's ability to continue as a going concern due to:

  • Show Cause Notice No. V/CGST/AXEL/PREV/GRP5/JC/245/2025-26 dated January 19, 2026 from GST Commissioner, Central Vadodara
  • Alleging wrongful availment of Input Tax Credit (ITC) amounting to ₹31.57 crore for FY 2021-22 to FY 2024-25
  • Applicable interest and penalties also proposed
  • The Board believes the company has a strong case and is contesting the notice

Share Capital Changes

  • Preferential Allotment: Issued 24,84,444 equity shares at ₹45 per share (including premium of ₹35) on December 13, 2025
  • Total Proceeds: ₹11.18 crore
  • Utilization: ₹9.37 crore utilized as of March 31, 2026 (₹6.71 crore for working capital, ₹0.43 crore for capex, ₹2.23 crore for general purposes)
  • Paid-up Capital: Increased from ₹8.52 crore to ₹11.00 crore
  • Authorized Capital: ₹16.00 crore (1.6 crore shares of ₹10 each)

AGM Details

  • 34th Annual General Meeting: September 11, 2026 at 11:30 AM IST
  • Venue: Virtual through Video Conferencing/Other Audio Visual Means
  • Record Date: September 4, 2026
  • Book Closure: September 5-11, 2026

Agenda Items

Ordinary Business

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

2. Reappointment of Mr. Gaurav Thanky (DIN: 02565340) as Director retiring by rotation

Special Business

3. Appointment of Mr. Yogesh Keshariya (DIN: 07063024) as Non-Executive Independent Director

4. Reappointment of Mr. Gaurav Thanky as Managing Director for 5 years from October 1, 2026

5. Approval of remuneration for Mr. Gaurav Thanky (₹8.5 lakh/month + perquisites)

6. Continuation of Mr. Aarasp Bejan Bodhanwala (DIN: 00421362) as Non-Executive Director

7. Approval of remuneration for Mr. Bodhanwala (₹12 lakh/annum)

Board Composition Changes

  • New Appointments:
  • Mr. Chirag Shah as Independent Director (from May 29, 2025)
  • Mr. Ashok Shah as Independent Director (from August 18, 2025)
  • Mr. Yogesh Keshariya as Independent Director (from June 12, 2026)
  • Resignation: Mr. Haresh Kothari ceased as Director (August 18, 2025) due to completion of tenure

Key Management Personnel

  • Mr. Gaurav Thanky: Chairman & Managing Director
  • Mr. Tejas Bhatt: Chief Financial Officer
  • Ms. Ashish Chaudhary: Company Secretary & Compliance Officer (from February 13, 2025)

Operational Highlights

  • Industry: Polymer Compounding
  • Production Quantity: 2,330.50 MT (FY 2025-26) vs 2,925.51 MT (FY 2024-25)
  • Power Consumption: 8,20,480 units (₹67.07 lakh)
  • Foreign Exchange: Spent ₹374.56 lakh (imports), Earned ₹7.07 lakh (exports)

Other Significant Matters

  • Legal Proceedings: Case under Section 138 of Negotiable Instruments Act for 9 post-dated cheques aggregating ₹18 crore (issued as security)
  • SEBI and Income Tax Investigations: Initiated consequent to GST proceedings
  • Inventory Aging: Management assessed slow-moving inventories but carried at existing values without provision
  • New Labour Codes: Impact not quantified pending implementation clarity

Dividend

No dividend recommended for FY 2025-26.

Corporate Governance

Due to increase in paid-up capital beyond ₹10 crore threshold, corporate governance provisions under SEBI LODR Regulations become applicable from FY 2026-27.

Related Party Transactions

Transactions with V.R. Industries (where Mr. Gaurav Thanky is a partner) for manufacturing, purchase & sales agreements valued at up to ₹15 crore per annum.