Financial Performance Summary
FY 2025-26 Financial Highlights:
- Revenue from Operations: ₹0 (Nil)
- Other Income: ₹3,78,102
- Total Revenues: ₹3,78,102
- Total Expenses: ₹23,22,409.31
- Employee Benefit Expense: ₹8,07,785
- Finance Costs: ₹325.10
- Other Expenses: ₹15,14,299.21
- Profit Before Tax: (₹19,44,307.31) Loss
- Current Tax: ₹0
- Deferred Tax: ₹0
- Profit for the Year: (₹19,44,307.31) Net Loss
Comparison with Previous Year (FY 2024-25):
- Other Income decreased from ₹8,95,905 to ₹3,78,102
- Net Loss widened from ₹8,31,538.28 to ₹19,44,307.31
- Employee expenses increased from ₹6,48,000 to ₹8,07,785
- Other expenses increased from ₹10,78,982.77 to ₹15,14,299.21
Capital Structure:
- Paid-up share capital: ₹7,48,87,580 (unchanged during FY26)
- No equity shares issued or allotted during the year
- No bonus shares, buybacks, preferential allotment, or private placement
Material Events and Developments
Business Operations:
- Company did not undertake any business activity relating to retail sale of IMFL and beer during FY25-26
- No revenue generated from principal business activities
- Company focused on financial and operational management activities
Ownership Changes:
- Share Purchase Agreement: M/s. Invade Agro Limited entered into SPA dated 30th May, 2025 with Mr. Paras Ram Jhamnani, Mr. Bharat Jhamnani and Mr. Vinod Jhamnani for acquisition of 12,03,839 equity shares (16.08% of equity) at ₹5.50 per share
- Open Offer: M/s. Invade Agro Limited made open offer for up to 19,47,077 equity shares (26.00% of equity) from public shareholders pursuant to SEBI Takeover Regulations
Proposed Amalgamation:
- Company initiated process for Scheme of Amalgamation with Invade Agro Limited post-financial year closure
- Application filed for obtaining No-Objection Certificate from Stock Exchange
- Matter under process with Stock Exchange
Board and Management Changes
Director Appointments (FY25-26):
1. Mrs. Meenal Shrirang Patwardhan - Managing Director (11/11/2025)
2. Mr. Chirag Bharatbhai Kotecha - CFO (17/11/2025)
3. Mr. Trevor Valentine Dsouza - Whole-time director (11/11/2025)
4. Mr. Jay Kumar Shaw - Independent Director (12/12/2025)
5. Mr. Gaurav Sharma - Additional Director (Independent) (18/01/2026)
6. Ms. Neha Shukla - Independent Director (11/11/2025)
Director Cessations (FY25-26):
1. Mr. Parasram Jhamnani (18/01/2026)
2. Mrs. Amrita Modi (18/01/2026)
3. Mr. Rinku Goyal (18/01/2026)
4. Mr. Anmol Jindal (18/01/2026)
5. Mr. Lalit Modi (18/11/2025)
6. Mr. Nitish Neniwal (22/03/2026)
Designation Changes:
1. Mrs. Meenal Shrirang Patwardhan - Change in Designation (12/12/2025)
2. Mr. Trevor Valentine Dsouza - Change in Designation (12/12/2025)
3. Ms. Neha Shukla - Change in Designation (12/12/2025)
Key Managerial Personnel:
- Ms. Shobhana Sethi appointed as Company Secretary & Compliance Officer effective 19th May, 2026
Corporate Governance
Board Meetings:
- 7 Board meetings held during FY25-26 on: 24.05.2025, 26.07.2025, 11.11.2025, 17.11.2025, 18.11.2025, 18.01.2026, 07.02.2026
Committee Composition:
Audit Committee (after 18/01/2026):
- Mr. Jay Kumar Shaw (Independent director)
- Ms. Neha Shukla (Independent director)
- Mr. Gaurav Sharma (Additional Independent director)
Nomination and Remuneration Committee (after 18/01/2026):
- Mr. Jay Kumar Shaw (Independent director)
- Ms. Neha Shukla (Independent director)
- Mr. Gaurav Sharma (Additional Independent director)
Stakeholders Relationship Committee (after 18/01/2026):
- Mr. Jay Kumar Shaw (Independent director)
- Ms. Neha Shukla (Independent director)
- Mrs. Meenal Shrirang Patwardhan (Managing Director)
Corporate Governance Exemption:
- Company exempt from compliance with corporate governance provisions under Regulation 15(2) of SEBI LODR
- Paid-up equity share capital not exceeding ₹10 crore and net worth not exceeding ₹25 crore
- Corporate Governance Report not part of Annual Report
Auditor Appointments
Statutory Auditor:
- Lokesh Maheshwari & Associates, Chartered Accountants (Firm Registration No. 020075C)
- Appointed for 5 years from 39th AGM (July 30, 2024) until conclusion of 44th AGM
- Audit report contains no qualifications, reservations, or adverse remarks
Internal Auditor:
- M/s DCJ and Associates, Chartered Accountants, Kota (Firm Registration No. 015039C)
- Re-appointed for financial year 2026-27
Secretarial Auditor:
- M/S Bharat Rathore & Associates, Company Secretaries, Kota (Firm Registration No. S2018RJ589300)
- Appointed for 5 years from FY25-26 to FY29-30
- Secretarial Audit Report contains no qualifications, reservations, or adverse remarks
Other Key Disclosures
Dividend and Reserves:
- No dividend recommended for FY25-26 due to accumulated losses
- No amount transferred to any reserves during the year
Subsidiaries and Associates:
- No holding company, subsidiary company, or associate company as on 31st March, 2026
- Consolidated financial statements not applicable
Related Party Transactions:
- No contracts or arrangements with related parties under Section 188(1) of Companies Act, 2013
Loans and Investments:
- No investments, loans, guarantees, or securities under Section 186 of Companies Act, 2013
CSR Activities:
- CSR provisions under Section 135 of Companies Act, 2013 not applicable to the company
Employee Statistics:
- Total employees: 2 (Male) as on 31st March, 2026
- No transgender employees during the year
- Ratio of director remuneration to median employee: 1.25:1
Sexual Harassment Complaints:
- Number of complaints pending at beginning of year: NIL
- Complaints received during year: NIL
- Complaints disposed during year: NIL
- Cases pending at end of year: NIL
Annual General Meeting
- 41st AGM to be held on Monday, 28th September, 2026 at 3:00 P.M. through video conferencing
- Agenda includes adoption of financial statements, reappointment of retiring director, and appointment of independent director