Key Quantitative Figures

  • Standalone Net Loss for FY26: ₹7922.98 lakhs (FY25: ₹4245.70 lakhs loss)
  • Total Income: ₹0.00 lakhs (FY25: ₹165.09 lakhs)
  • Finance Cost: ₹7702.51 lakhs (FY25: ₹6612.00 lakhs)
  • Employee Benefit Expenses: ₹121.37 lakhs (FY25: ₹123.51 lakhs)
  • Depreciation: ₹3.70 lakhs (FY25: ₹3.58 lakhs)
  • Other Expenses: ₹96.28 lakhs (FY25: ₹86.71 lakhs)
  • Total Expenses: ₹7923.86 lakhs (FY25: ₹6825.82 lakhs)
  • Earnings Per Share (Basic & Diluted): -₹45.99 (FY25: -₹24.63)
  • Negative Net Worth (Other Equity): -₹59,084.95 lakhs (FY25: -₹51,163.34 lakhs)
  • Secured Borrowings (Current Liabilities): ₹56,297.45 lakhs (FY25: ₹48,382.01 lakhs)
  • Cash and Cash Equivalents: ₹77.95 lakhs (FY25: ₹86.99 lakhs)

Dates of Action

  • AGM Date: September 22, 2026, at 2:00 PM via Video Conferencing/Other Audio-Visual Means (VC/OAVM).
  • Book Closure: September 16, 2026, to September 22, 2026 (both days inclusive).
  • E-voting Period: September 19, 2026 (9:00 AM) to September 21, 2026 (5:00 PM).
  • Cut-off Date for E-voting: September 15, 2026.
  • Board Meetings Held During FY26: May 27, 2025; June 10, 2025; July 9, 2025; July 25, 2025; November 11, 2025; January 19, 2026.

Parties Involved

  • Statutory Auditor: M/s. Bhagi Bhardwaj Gaur & Co., Chartered Accountants (Firm Registration Number: 007895N)
  • Secretarial Auditor: M/s. M & A Associates, Company Secretaries
  • Internal Auditor: M/s. KRGB & Associates LLP, Chartered Accountants
  • Asset Reconstruction Company (ARC): UV Asset Reconstruction Company Limited (UVARCL)
  • Banker: Axis Bank Limited
  • Registrar and Share Transfer Agent (RTA): Niche Technologies Pvt. Ltd.
  • E-voting Agency: National Securities Depository Limited (NSDL)
  • Scrutinizer for E-voting: Ms. Nupur Mimani, Practicing Company Secretary

Purpose and Rationale

The document serves to comply with regulatory disclosure requirements and inform shareholders of the company's dire financial state, operational shutdown, and plans for the upcoming AGM.

Financial and Operational Impact (Explicitly Disclosed)

  • The company has been non-operational since November 2023, generating zero revenue, after UVARCL sold all its revenue-generating assets.
  • The Patratu plant (Jharkhand) was sold to Ultratech Cement Limited on November 29, 2023, for ₹169.79 crore, adjusted against the outstanding loan with UVARCL.
  • Two non-operational assets in Asansol (Mauza Dharma and Palasdiha land) were sold by UVARCL in 2022 for ₹5.52 crore and ₹14.53 crore, respectively.
  • The company's management has concluded it is not a going concern and the financial statements have been prepared on this basis. The impact of this on asset carrying values is not quantifiable.
  • The paid-up share capital was reduced from ₹86.12 crore to ₹17.22 crore pursuant to an NCLT-approved scheme (Order dated October 30, 2024). Listing approval for the post-reduction shares has been received from NSE and BSE; trading approval is pending.

Capital Structure Impact

  • The reduction of share capital led to a decrease in the number of equity shares from 8,61,24,363 to 1,72,24,873.
  • UV Asset Reconstruction Company Limited holds 25.31% of the paid-up capital post-reduction.
  • No fresh equity shares, ESOPs, or sweat equity were issued during the year.

Cash Flow Implications

  • Net cash used in operating activities: ₹(221.53) lakhs (FY25: ₹(233.56) lakhs).
  • Net cash used in investing activities: ₹(0.45) lakhs (FY25: ₹(0.66) lakhs).
  • Net cash from financing activities: ₹212.93 lakhs (FY25: ₹213.67 lakhs), primarily from short-term borrowings.
  • Net decrease in cash and cash equivalents: ₹(9.05) lakhs (FY25: ₹(20.55) lakhs).

Management Commentary and Forward-Looking Statements

  • The management continues to explore strategic alternatives, including mergers, acquisitions, partnerships, restructuring, and fund infusion, to revive operations. However, no specific plan or certainty is provided.
  • The company acknowledges significant challenges, including continuous losses, negative net worth, and the absence of any operational assets.

Material Changes and Commitments

  • There was no change in the nature of business during the year.
  • No significant orders were passed by regulators, courts, or tribunals.
  • No loans, guarantees, investments, or material related party transactions were undertaken.

Legal and Regulatory Proceedings

  • The company faces numerous disputes over statutory dues:
  • GST disputes: ₹3.39 crore, ₹7.83 lakh, and ₹121.27 crore (under appeal).
  • VAT/CST disputes: Various amounts from FY08 to FY17 totaling approximately ₹6.27 crore.
  • A company petition (C.P. (IB)/37/KB/2022) filed by Mittal Polypacks Pvt. Ltd. under IBC was dismissed by NCLT on April 20, 2026.
  • The company received and subsequently had waived penalties from BSE and NSE for delays in submitting financial results and non-compliance with committee composition norms.

Auditor's Emphasis of Matter

The statutory auditor's report highlights:

1. The company is not a going concern.

2. Cash of ₹22.90 lakhs is lying idle at the Asansol unit for over three years.

3. Several direct and indirect tax litigations are ongoing, the impact of which is not ascertainable.

Corporate Governance and Management

  • The Board consists of 6 directors: 2 executive, 2 non-executive independent, and 2 non-executive professional directors.
  • Key managerial personnel during the year included Mr. Pawan Pareek (Whole Time Director & CFO) and Ms. Punam Kumari Sharma (Company Secretary).
  • Mr. Indrajeet Kumar Tiwary (Whole Time Director) resigned effective April 27, 2026.
  • Mrs. Poonam Srivastava (Independent Director) resigned effective October 22, 2025.
  • Mrs. Rashmi Goyal was appointed as an Additional Independent Director effective October 9, 2025.