Financial Performance Highlights

FY 2025-26 Financial Results (all figures in ₹ lakhs):

  • Revenue from Operations: ₹51.80
  • Employee Benefits Expense: ₹24.61
  • Other Expenses: ₹20.83
  • Total Expenses: ₹45.44
  • Profit Before Tax: ₹6.36
  • Net Profit: ₹6.36
  • Earnings Per Share (Basic & Diluted): ₹4.89 (Face value ₹100 per share)

FY 2024-25 Comparison:

  • Revenue from Operations: ₹0
  • Net Loss: ₹(107.93)
  • Earnings Per Share: ₹(83.02)

Balance Sheet Position as at March 31, 2026:

  • Property, Plant and Equipment: ₹8.34 lakhs (net of impairment)
  • Investments: ₹2.50 lakhs
  • Other Financial Assets: ₹1,032.01 lakhs (deposits with government authorities)
  • Cash and Cash Equivalents: ₹45.47 lakhs
  • Other Current Assets: ₹67.33 lakhs
  • Total Assets: ₹1,245.66 lakhs
  • Equity Share Capital: ₹1,300.00 lakhs (13,000 shares of ₹100 each)
  • Retained Earnings: ₹(2,200.50) lakhs
  • Total Equity: ₹(895.33) lakhs
  • Short Term Borrowings: ₹1,823.92 lakhs (unsecured loan from director)
  • Trade Payables: ₹86.96 lakhs
  • Other Current Liabilities: ₹40.11 lakhs
  • Other Financial Liabilities: ₹190.00 lakhs (10,000 preference shares of ₹190 each, redeemable since 2003)

Key Operational Details

  • Business Activity: Consulting and advisory services in construction and real estate sector
  • The company recommenced business operations in FY26 after period of inactivity
  • No manufacturing activity during the year
  • No foreign exchange earnings or outgo
  • No amounts transferred to Investor Education and Protection Fund

AGM Details and Resolutions

92nd Annual General Meeting:

  • Date: Wednesday, September 30, 2026
  • Time: 11:30 AM
  • Venue: Corporate office at 301-A, Vedanta building, 3rd floor, 779, Makwana Road, Marol, Andheri (East), Mumbai 400 059 through video conferencing

Ordinary Business:

1. Adoption of audited standalone financial statements for FY ended March 31, 2026

2. Re-appointment of Ms. Minal Wadhwa (DIN: 07220456) who retires by rotation

3. Appointment of M/s. J P K D & Co LLP, Chartered Accountants (Firm Registration No. W100950) as statutory auditors for 5 years

Special Business:

4. Approval for purchase/acquisition/rent of premises from Harshvardhan Construction (related party) for consideration not exceeding ₹3.25 crores

Related Party Transaction Details

  • Related Party: Harshvardhan Construction (partnership firm)
  • Nature of Relationship: Common directors/partners (Manoj Wadhwa and Harshvardhan Wadhwa)
  • Transaction: Purchase/acquisition/rent of premises at Wadhwa 723 Avenue, Unit No. 504, Saug Baug, Marol, Andheri East, Mumbai 400059
  • Area: Approximately 968 sq. ft.
  • Maximum Consideration: ₹3.25 crores (including taxes, stamp duty, registration charges)
  • Estimated Value for Purchase: ₹3.05 crores
  • Annual Rent Consideration: ₹42.50 lakhs
  • Tenure: 5 years on rent (freehold/leasehold)
  • Expected Date: October 2026
  • Source of Funds: Internal accruals
  • Previous Transactions: ₹182.39 lakhs during current financial year

Director Changes and Appointments

  • Mr. Deepak Mirchandani resigned as Independent Director effective August 13, 2025
  • Mr. Shantanu Bagwe and Ms. Crystal Dsouza appointed as Independent Directors for 5 years effective August 12, 2025
  • Ms. Minal Wadhwa retires by rotation and offers herself for re-appointment

Auditor Changes

  • M/s. Agarwal Iyer & Associates resigned as statutory auditors due to ill health effective May 13, 2026
  • M/s. J P K D & Co LLP appointed as statutory auditors to fill casual vacancy at board meeting held June 9, 2026
  • Proposed remuneration to be determined by board in consultation with auditors

Regulatory and Legal Matters

SAT Order and Listing Status:

  • Securities Appellate Tribunal (SAT) order dated April 7, 2025 set aside delisting order
  • Company status changed from "Delisted" to "Suspended" effective April 25, 2025
  • Trading suspension continues as of March 31, 2026
  • Company making efforts to complete pending compliances for revocation of suspension

Preference Shares Redemption:

  • 10,000 preference shares of ₹190 each were redeemable on or before June 14, 2003 but not redeemed
  • Arrears of dividend on preference shares: ₹90,000 (up to June 15, 1993)
  • Total liability including potential interest: ₹51.96 lakhs up to March 31, 2026

Legal Proceedings:

  • Labour court matter regarding wages payable to workmen (approximately ₹2.50 lakhs)
  • Company deposited ₹10.32 lakhs with Bombay High Court as conditional stay
  • Matter decided in company's favor subsequent to year-end (July 14, 2026)
  • Amount refunded with interest (to be recognized in FY27)

BSE Penalties:

  • FY25: Paid ₹88,665 in full settlement of fines levied by BSE for non-compliance with listing regulations

Capital Structure

  • Authorized Share Capital: ₹259.00 lakhs (Equity: ₹190.00 lakhs, Preference: ₹19.00 lakhs, Unclassified: ₹50.00 lakhs)
  • Issued, Subscribed and Paid-up: ₹130.00 lakhs (13,000 equity shares of ₹100 each)
  • No change in share capital during the year
  • Major Shareholders: Anmol Properties Pvt Ltd (19.28%), Manoj Wadhwa (22.74%), Harsh Manoj Wadhwa (19.23%)

Board and Committee Meetings

  • Board met 5 times during FY26: May 20, 2025; August 12, 2025; September 8, 2025; November 12, 2025; January 27, 2026
  • Audit Committee met 4 times during the year
  • Nomination and Remuneration Committee met once
  • Stakeholders Relationship Committee met once
  • Independent Directors meeting held on March 30, 2026

Key Managerial Personnel

  • Mr. Manoj Wadhwa: Chairman & Managing Director
  • Ms. Hetal Shah: Company Secretary & Compliance Officer
  • Ms. Hansa Chauhan: Chief Financial Officer

Other Significant Disclosures

  • Company has negative net worth of ₹895.33 lakhs
  • No dividend declared for FY26 due to accumulated losses
  • No CSR expenditure as provisions not applicable
  • No material changes affecting financial position between year-end and report date
  • Vigil mechanism and whistle blower policy in place
  • No frauds reported by auditors or management
  • Internal financial controls considered adequate
  • Going concern basis adopted despite accumulated losses

Record Date and E-voting Details

  • Record Date for AGM: Tuesday, September 22, 2026
  • Remote e-voting period: September 25, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
  • E-voting through CDSL platform