AGM Details

The 83rd Annual General Meeting will be held on Tuesday, 25 August 2026 at 3:00 p.m. through Video Conferencing/Other Audio-Visual Means. The deemed venue is the Registered Office at 401, Chartered House, 293/297, Dr. C. H. Street, Near Marine Lines Church, Mumbai-400 002.

Agenda Items

1. To receive, consider and adopt the Audited Balance Sheet as at 31 March 2026 and the Profit and Loss Account for the year ended on that date together with the Report of the Directors and Auditors thereon.

2. To declare a dividend at the rate of 10% on 10% Cumulative Non-Convertible Redeemable Preference Shares for the financial year 2025-26 (amounting to ₹12 lakhs).

3. To appoint a director in place of Mr. Vinaychand Yadavsingh Kothari (DIN: 00010974), who retires by rotation and being eligible, offers himself for re-appointment.

Financial Performance (₹ in lakhs)

| Particulars | 2025-26 | 2024-25 | Change |

| Total Income | 568.63 | 637.60 | (68.97) |

| Total Expenses | 625.76 | 637.26 | (11.50) |

| Profit before Taxation | (57.13) | 0.34 | (57.47) |

| Current Tax | - | - | - |

| Adjustment of tax relating to earlier periods | (0.06) | (1.07) | 1.01 |

| Deferred Tax | 2.08 | (1.76) | 3.84 |

| Profit (Loss) for the period | (59.16) | 1.03 | (60.19) |

The company registered a loss of ₹59.16 lakhs compared to a profit of ₹1.03 lakhs in the previous year, mainly due to higher input costs. Revenue declined to ₹568.63 lakhs from ₹637.60 lakhs.

Capital Structure

  • Equity Share Capital: ₹168.50 lakhs (1,68,50,000 shares of ₹1 each) - unchanged during the year
  • Preference Share Capital: ₹120.00 lakhs (12,00,000 shares of ₹10 each) - 10% Cumulative Non-Convertible Redeemable Preference Shares to be redeemed at par on or before June 26, 2039

Dividend Declaration

  • No dividend recommended on equity shares
  • Dividend declared at 10% on preference shares amounting to ₹12 lakhs for FY 2025-26
  • No amount transferred to reserves during the financial year

Board Composition

As on 31 March 2026:

  • Mr. Vinaychand Kothari (DIN: 00010974) - Chairman & Managing Director
  • Mr. Dilip V. Kothari (DIN: 00011043) - Joint Managing Director
  • Mrs. Neelam D. Kothari (DIN: 02312332) - Director
  • Dr. Rahul R. Baxi (DIN: 10694427) - Independent Director
  • Mr. Manohar R. Tambat (DIN: 00011062) - Independent Director
  • Mrs. Jenny Vijaykar (DIN: 11195098) - Independent Director

Key Managerial Personnel:

  • Mr. Keshav Binani - Company Secretary and Compliance Officer
  • Mr. Dilip V. Kothari - Chief Financial Officer (CFO)

Board Changes During FY 2025-26

  • Change in designation of Mr. Mangal Chheda (DIN: 00010927) to Non-Executive Director effective 01 April 2025
  • Cessation of Mr. Mangal Chheda effective 01 July 2025 due to expiry of term
  • Appointment of Ms. Jenny Vijaykar (DIN: 11195098) as Additional Director (Non-Executive, Independent Director) effective 16 July 2025, regularized at AGM held on 29 August 2025
  • Death of promoter Mrs. Meena Kothari on 30 November 2025

Board and Committee Meetings

Board Meetings: 5 meetings held on 21 May 2025, 17 July 2025, 12 August 2025, 12 November 2025, and 13 February 2026

Audit Committee: 4 meetings held with full attendance by members

  • Dr. Rahul R. Baxi (Chairperson) - 4/4 meetings
  • Mr. Dilip V. Kothari (Member) - 4/4 meetings
  • Mr. Mangal Chedda (Member until 01 July 2025) - 1/1 meetings
  • Ms. Jenny Vijaykar (Member) - 3/3 meetings

Nomination & Remuneration Committee: 2 meetings held

Stakeholders Relationship Committee: 1 meeting held

Independent Directors Meeting: 1 meeting held on 13 February 2026

Shareholding Pattern

Promoter Holding: 75.00% (unchanged from previous year)

Key Promoters:

  • Vinaychand Yadavsingh Kothari: 51.02% (increased from 25.80% due to inheritance from deceased spouse)
  • Dilip Vinaychand Kothari: 13.00% (unchanged)
  • Vandeep Impex LLP: 7.42% (unchanged)
  • Neelam Dilip Kothari: 3.56% (unchanged)

Related Party Transactions

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

  • Rental premises from Mr. Vinaychand Kothari: ₹70,000/month (no increase since 2010)
  • Director loans: Vinaychand Kothari (₹53.02 lakhs), Dilip V Kothari (₹21.39 lakhs), Neelam Dilip Kothari (₹32.30 lakhs)
  • Support services from Sardar Sarovar Holiday Resorts LLP: ₹7,20,000 annually

Key Financial Ratios

| Ratio | 2025-26 | 2024-25 | Change |

| Current Ratio | 0.33 | 0.19 | 73.09% |

| Debt-Equity Ratio | 1.67 | 0.91 | 84.06% |

| Return on Equity | -29% | 0.45% | -6540.62% |

| Net Profit Margin | -10.62% | 0.16% | -6540.62% |

| Return on Capital Employed | -8.59% | 5.53% | -255.29% |

Auditors and Compliance

Statutory Auditors: M/s GMJ & Co. (FRN: 103429W) - appointed until 85th AGM

Secretarial Auditor: Ferrao MSR & Associates

Secretarial Audit Observations:

  • AGM outcome disclosed within 24 hours instead of 12 hours
  • Board meeting outcome on 13 February 2026 disclosed with 1-minute delay
  • Death of promoter Mrs. Meena Kothari not disclosed within 24 hours
  • Website temporarily not updated during the year

Other Material Information

  • No material changes or commitments affecting financial position between year-end and report date
  • No significant orders passed by regulators, courts, or tribunals
  • No subsidiaries, joint ventures, or associate companies
  • No deposits accepted from public
  • No loans, guarantees, or investments under Section 186
  • No frauds reported by auditors under Section 143(12)
  • No cases of sexual harassment reported
  • Corporate Social Responsibility provisions not applicable
  • Foreign exchange earnings: ₹0.35 lakhs (previous year: ₹1.42 lakhs)

E-Voting Details

  • Voting period: 22 August 2026 (09:00 a.m.) to 24 August 2026 (05:00 p.m.)
  • Cut-off date: 18 August 2026
  • Scrutinizer: Mr. Martinho Ferrao, Company Secretary
  • Results to be placed on company website and BSE website