AGM Details

  • Date and Time: Friday, September 25, 2026, at 12:00 P.M. IST
  • Mode: Video Conferencing (VC)/Other Audio Visual Means (OAVM)
  • Deemed Venue: Registered Office at 503, Rohit House, 3, Tolstoy Marg, New Delhi-110001
  • Business to be Transacted:
  • Adoption of Audited Financial Statements for FY ended March 31, 2026
  • Declaration of dividend of ₹0.40 per equity share (face value ₹10) for FY 2025-26
  • Reappointment of Mr. Vijay Bhushan (DIN: 00002421) as Director retiring by rotation

Financial Performance Highlights (FY 2025-26 vs. FY 2024-25)

  • Total Income from Operations: ₹72.80 lakh (₹29.34 lakh in FY25)
  • Net Profit Before Tax: ₹18.95 lakh (Net Loss of ₹13.71 lakh in FY25)
  • Net Profit After Tax: ₹8.71 lakh (Net Loss of ₹12.96 lakh in FY25)
  • Total Comprehensive Income: -₹21.89 lakh (-₹19.85 lakh in FY25)
  • Earnings Per Share (Basic): ₹0.13 (₹-0.38 in FY25)
  • Earnings Per Share (Diluted): ₹0.14 (₹-0.38 in FY25)
  • Equity Share Capital: ₹676.08 lakh (₹338.04 lakh in FY25)
  • Total Assets: ₹2,767.54 lakh (₹2,514.93 lakh in FY25)

Dividend Information

  • Recommended Dividend: ₹0.40 per equity share (4% on face value of ₹10)
  • Total Appropriation Required: ₹27,04,320
  • Record Date: Friday, September 18, 2026
  • Payment Date: Within 30 days from AGM date (by October 25, 2026)
  • Register Closure: September 19, 2026 to September 25, 2026 (both days inclusive)
  • Taxation: Dividend income taxable in shareholders' hands with TDS applicable at prescribed rates

Capital Structure Changes

  • Rights Issue: Company raised ₹3,38,04,000 through rights issue
  • Shares Allotted: 33,80,400 fully paid-up Equity Shares of face value ₹10 each at issue price of ₹10 per share
  • Pre-Issue Capital: ₹3,38,04,000 (33,80,400 shares)
  • Post-Issue Capital: ₹6,76,08,000 (67,60,800 shares)
  • Rights Issue Committee Approval: July 16, 2025

Shareholding Pattern

  • Promoter Group Holding: 64.06% (4,331,263 shares) as on March 31, 2026
  • Mr. Vijay Bhushan Holding: 18,90,323 shares (27.96%)
  • Mrs. Nisha Ahuja Holding: 16,32,910 shares (24.15%)

Regulatory Matter - SEBI NSEL Case

  • Background: SEBI order dated May 12, 2023 cancelled company's registration certificate due to NSEL paired contracts
  • Current Status: Matter pending before Securities Appellate Tribunal (SAT)
  • Recent Development: SEBI introduced NSEL Settlement Scheme, 2025 on July 09, 2025
  • Company Action: Submitted settlement application under the scheme
  • Settlement Amount: ₹6,00,000 plus application fee of ₹29,500
  • Board Approval: Noted in meeting held on January 28, 2026
  • Status: Application under consideration by SEBI, no settlement order issued as of report date

Key Management Changes

  • Resignation: Mr. Baldev Garg ceased as Company Secretary & Compliance Officer effective July 25, 2025
  • Appointment: Mr. Abhay Panchal appointed as Company Secretary & Compliance Officer effective August 02, 2025

Board and Committee Composition

  • Board Strength: 8 Directors (5 Non-Executive, 3 Independent)
  • Board Meetings: 5 meetings held during FY25-26
  • Key Committees:
  • Audit Committee: Mr. Atul Bhargava (Chairperson), Mr. Vijay Bhushan, Mr. Anil Kumar Gami, Mr. Vibhor Agarwal
  • Nomination & Remuneration Committee: Mr. Anil Kumar Gami (Chairperson), Mr. Vibhor Agarwal, Mrs. Nisha Ahuja
  • Stakeholders Relationship Committee: Mrs. Nisha Ahuja (Chairperson), Mr. Arun Kumar Garg, Mr. Atul Bhargava
  • Risk Management Committee: Mr. Vijay Bhushan, Mrs. Nisha Ahuja, Mr. Madhav Bharat Bhushan, Mr. Satish Aggarwal (CFO)

Investment Portfolio

  • Total Investments: ₹2,716.58 lakh (₹2,458.14 lakh in FY25)
  • Quoted Investments: ₹1,699.85 lakh (Market Value)
  • Unquoted Investments: ₹1,016.73 lakh (Includes mutual funds, ETFs, and equity in related parties)
  • Related Party Investment: ₹226.99 lakh in Bharat Bhushan Equity Traders Limited
  • Valuation Loss: Unrealized valuation loss of ₹21.89 lakh on investment portfolio due to market decline

Related Party Transactions

  • Transactions with Bharat Bhushan Equity Traders Ltd:
  • Sale/Purchase of Securities: Aggregate consideration of ₹324.90 lakh across four quarters
  • Future and Option Trading: Net profit of ₹12,48,431.75
  • Portfolio Management Services: Management fees and other charges totaling ₹29,199.29
  • Brokerage charged at Re. 0.05 per share for equity and Re. 1 per lot for F&O

Corporate Governance

  • Exemption: Company exempt from corporate governance provisions under Regulation 15(2) of SEBI LODR Regulations due to size
  • Policies: Nomination and Remuneration Policy, Vigil Mechanism/Whistle Blower Policy, Risk Management Policy in place
  • Internal Financial Controls: Adequate and operating effectively as per auditor's report

Other Significant Disclosures

  • Unclaimed Dividend: Transferred ₹3,10,279.20 for FY 2017-18 to Investor Education and Protection Fund (IEPF)
  • Share Transfer: Transferred 21,720 equity shares of 92 shareholders to IEPF Authority for unclaimed dividends of 7+ years
  • NBFC Compliance: Company holds valid Certificate of Registration from RBI under Section 45-IA of RBI Act, 1934
  • Listing: Equity shares listed on BSE Limited; annual listing fees for FY26 paid
  • Employee Strength: 5 permanent employees as on March 31, 2026

Forward-looking Statements

Management Discussion & Analysis contains cautionary statement that forward-looking statements are subject to risks and uncertainties including economic conditions, government regulations, tax laws, and market price movements.