Key Quantitative Figures

  • Net Loss for FY26: ₹15,45,351 (compared to ₹10,96,337 in FY25)
  • Total Expenses: ₹15,45,351 (compared to ₹10,96,451 in FY25)
  • Employee Benefit Expenses: ₹44,000 (compared to ₹30,240 in FY25)
  • Other Expenses: ₹11,05,351 (compared to ₹7,92,816 in FY25)
  • Earnings Per Share (Basic & Diluted): -₹0.25 (compared to -₹0.18 in FY25)
  • Paid-up Share Capital: ₹6,11,33,500 (61,13,350 equity shares of ₹10 each)
  • Trade Receivables: ₹1,83,23,202
  • Trade Payables: ₹1,57,05,182
  • Loans from Directors: ₹38,03,065
  • Cash & Cash Equivalents: ₹11,972.90

Dates of Action

  • AGM Date: September 28, 2026 at 11:00 AM through VC/OAVM
  • Remote e-Voting Period: September 25, 2026 (9:00 AM) to September 27, 2026 (5:00 PM)
  • Record Date: September 21, 2026
  • Book Closure: September 22, 2026 to September 28, 2026
  • Change in Control Completion: December 9, 2025
  • Board Reconstitution: March 21-22, 2026

Parties Involved

  • Statutory Auditors: M/s. Lakhankiya & Dosi LLP (FRN: 154114W/W100873)
  • Secretarial Auditor: M/s. Jain Sonesh & Associates
  • RTA: Skyline Financial Services Private Limited
  • e-Voting Agency: NSDL
  • Scrutinizer: Mr. Amit Saxena, Practicing Company Secretary
  • New Promoters: Mr. Sumit Bansal, Mr. Vikkas Bansal, Mr. Tarun Jain, Mr. Varun Jindal

Business Items for AGM

1. Adoption of audited standalone financial statements for FY 2025-2026

2. Re-appointment of Mr. Tarun Jain (DIN: 09199801) as Director retiring by rotation

3. Special Business: Shifting of registered office from Gujarat to Haryana and consequent amendment to Memorandum of Association

Change in Control and Management

Pursuant to Share Purchase Agreement dated October 24, 2025, new acquirers purchased 41,88,549 equity shares (68.51% stake) at ₹10 per share on December 9, 2025. Open offer resulted in acceptance of 1 equity share at ₹12 per share. Post-offer shareholding of new promoters stood at 68.51%. This triggered complete board and management changes effective March 21-22, 2026.

New Board Composition (from March 21, 2026)

  • Mr. Vikkas Bansal (DIN: 00441630) - Managing Director
  • Mr. Tarun Jain (DIN: 09199801) - Executive Director
  • Mr. Maneesh Gupta (DIN: 00129254) - Independent Director
  • Mr. Sushil Aggarwal (DIN: 07194474) - Independent Director
  • Ms. Sathi Kundu (DIN: 10837461) - Independent Director

New Key Managerial Personnel

  • Ms. Priyanka - Chief Financial Officer (from March 21, 2026)
  • Ms. Prachi - Company Secretary & Compliance Officer (from April 23, 2026)

Financial and Operational Impact

  • Going Concern: Auditors emphasized matter regarding change in control but confirmed going concern basis
  • Tax Demand: Income Tax Department demand of ₹1.98 crore for FY 2018-19 under Section 156
  • Asset Write-off: Computer asset with WDV of ₹721 written off during the year
  • Subsidiaries Acquired: Post-year end, acquired 73.75% in Solven System Private Limited (May 2026) and 51% in Procasts Engineering Private Limited (August 2026)

Capital Structure Changes

  • Authorized Capital: Increased from ₹7.5 crore to ₹15 crore post-year end (June 2026)
  • Paid-up Capital: Increased from ₹6.11 crore to ₹8.80 crore through preferential allotment (August 2026)

Auditor Qualifications

  • Audit Trail: Accounting software lacked audit trail (edit log) facility throughout the year
  • Income Tax Matter: Emphasis of matter regarding ₹1.98 crore tax demand for FY19
  • Change in Control: Emphasis of matter regarding complete shift in promoter shareholding and management

Internal Financial Controls

Auditors reported adequate internal financial controls system operating effectively as of March 31, 2026.

Subsequent Events

  • Alteration of Objects Clause of MOA (May 2026)
  • Increase in Authorized Share Capital to ₹15 crore (June 2026)
  • Preferential allotment increasing paid-up capital to ₹8.80 crore (August 2026)
  • Acquisition of subsidiaries: Solven System Private Limited (73.75%) and Procasts Engineering Private Limited (51%)

Compliance Issues

  • BSE advisory letter dated February 24, 2026 for delayed compliance with Regulation 31A regarding promoter reclassification
  • Income Tax demand notice dated March 6, 2026 for ₹1.98 crore for FY 2018-19

Voting Arrangements

  • NSDL appointed as e-Voting agency
  • Remote e-voting available from September 25-27, 2026
  • Physical meeting not conducted due to MCA circulars allowing VC/OAVM meetings