Financial Performance Highlights (Standalone)

  • Revenue from Operations: ₹1,541.90 lakh (FY25) vs ₹3,132.96 lakh (FY24) - decrease of ₹1,591.06 lakh
  • Profit/(Loss) before Tax: (₹11.98) lakh (FY25) vs ₹93.05 lakh (FY24)
  • Profit/(Loss) after Tax: (₹8.86) lakh (FY25) vs ₹68.86 lakh (FY24)
  • Current Tax: (₹7.50) lakh (credit) vs ₹0.00 lakh
  • Deferred Tax Asset/(Liability): ₹4.38 lakh vs ₹24.20 lakh

Capital Structure

  • Authorized Share Capital: ₹2,500.00 lakh (25,000,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹2,324.12 lakh (23,241,232 equity shares of ₹10 each) - unchanged during year
  • Preferential Allotment: Company allotted shares during year causing change in promoter holding percentage

Dividend and Reserves

  • No dividend recommended for FY 2024-2025 to conserve resources
  • No amount transferred to general reserve for FY 2024-2025

Board Composition and Changes

Directors as on March 31, 2025:

  • Ms. Nishigandha Shashikant Keluskar (Managing Director) - ceased 15/06/2026
  • Mr. Sandeep Prabhakar Khare (Non-Executive and Independent Director)
  • Mr. Gaurav Mahendra Gore (Non-Executive Director)
  • Mr. Amol Gulabrao Rokade (Non-Executive and Independent Director)
  • Mr. Sanjiv Hasmukh Shah (Executive Director) - ceased 15/06/2026

Key Managerial Personnel:

  • Mr. Kailas Nandu Salve (CFO) - appointed 18/09/2021
  • Mrs. Kanika Kabra (Company Secretary & Compliance Officer) - appointed 01/06/2022, resigned 31/03/2025

Auditor Appointments

Statutory Auditors:

  • M/s. P.H. Shah & Co. (FRN 115464W) resigned effective 26th May 2025
  • Board proposed appointment of M/s. Shweta Jain & Co LLP (FRN 127673W) for 2 years till 13th AGM
  • Shareholder approval sought at AGM for this appointment

Secretarial Auditor:

  • M/s. Jaiswal A & Co. (COP 12281) appointed for 5 years from April 1, 2025 to March 31, 2030
  • Shareholder approval sought for this appointment at AGM

Annual General Meeting Details

  • Date: Thursday, 26th November 2026
  • Time: 4:30 PM
  • Venue: Registered Office at Shop No. 6, 1st Floor, BMC Market, CTS No 128 A 67 TO 69, Village Kandivali, Mumbai 400067
  • Cut-off date for e-voting: 19th November 2026

Business Segments and Operations

  • Company operates in commodity trading, finance business activities, and information technology
  • Launched "GudGudi" OTT channel dedicated to humor content
  • Maintains out-of-home advertising network including digital displays, mobile handset advertising, and internet advertising agency

Subsidiary Information

  • Binarycode IT and Consulting Private Limited remains 100% subsidiary
  • Investment value: ₹4,331.00 lakh in subsidiary

Regulatory and Compliance Issues

Severe Non-compliances Identified in Secretarial Audit Report:

  • Trading of company shares suspended by BSE from April 2025 due to non-availability at registered office
  • Complete failure to comply with SEBI LODR regulations for entire FY 2024-25:
  • No quarterly financial results filed (Regulation 33)
  • No shareholding pattern filings (Regulation 31)
  • No reconciliation of share capital audit reports (Regulation 55A)
  • No certificate under Regulation 40(10)
  • Show cause notice from GST Department with penalty of ₹6,08,87,263 for incorrect availment of ITC
  • DGGI Bangalore conducted search at premises on 7th January 2025
  • Irregular in depositing TDS amounts to income tax authorities

Legal and Contingent Liabilities

  • No material orders passed by regulators/courts affecting going concern status
  • GST matter under adjudication regarding ₹6.09 crore penalty
  • No fraud reported by auditors under Section 143(12)

Internal Controls and Audit

  • Company has internal audit system but no internal audit report provided for verification
  • Auditors qualified their opinion due to inadequate documentation support
  • Accounting software used lacks audit trail facility feature

Related Party Transactions

  • All transactions with related parties were in ordinary course of business at arm's length
  • No material related party transactions requiring disclosure
  • Remuneration to Managing Director: ₹1.92 lakh

Shareholding Pattern Changes

Promoter Holding Changes:

  • Createroi Financial Consultancy Private Limited: Reduced from 18.59% to 2.05% (16.54% decrease)
  • Other promoters maintained their holdings

Reason: Preferential allotment of shares during the year

Auditor Qualifications

Key audit qualifications in financial statements:

  • Capital expenditure of ₹168.65 lakh on software without authentic evidence or details
  • Purchases of ₹29.02 crore include items not related to business (biscuits, aerated water, razors) with no corresponding sales
  • Salary expenses of ₹22.66 lakh provided through journal entries without banking channel verification
  • Debtor and creditor balances not verifiable due to absence of confirmations
  • Input GST transactions of ₹2722.54 lakh lack proper information and logical explanation

Corporate Governance

  • Board met 6 times during the year
  • All mandatory committees constituted (Audit, Stakeholders' Relationship, Nomination and Remuneration)
  • Whistle Blower Policy and Code of Conduct in place
  • No sexual harassment complaints received or disposed during the year

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