Key Quantitative Figures

Financial Performance (₹ in Lakhs):

  • Revenue from Operations: FY 2025-26: ₹662.91; FY 2024-25: ₹366.56
  • Total Revenue: FY 2025-26: ₹662.91; FY 2024-25: ₹366.96
  • Total Expenses: FY 2025-26: ₹330.27; FY 2024-25: ₹78.40
  • Profit Before Tax: FY 2025-26: ₹332.64; FY 2024-25: ₹288.56
  • Net Profit After Tax: FY 2025-26: ₹244.50; FY 2024-25: ₹216.26
  • Current Tax: FY 2025-26: ₹88.14; FY 2024-25: ₹72.30

Share Capital Changes:

  • Authorized Share Capital: Increased from ₹700 lakh (70 lakh shares) to ₹9,500 lakh (950 lakh shares) approved on 13th May 2025 and ratified on 9th June 2025
  • Paid-up Share Capital: Increased from ₹330 lakh (33 lakh shares) to ₹6,340.41 lakh (634.04 lakh shares)
  • Preferential Allotment: 5,07,75,761 equity shares at ₹16.08 per share (face value ₹10) towards conversion of unsecured loans of ₹8,164.74 lakh, and 93,28,358 equity shares at same price for cash consideration

Reserves & Surplus (₹ in Lakhs):

  • Opening Balance: ₹198.76
  • Add: Securities Premium: ₹3,654.33
  • Add: Profit for the year: ₹244.50
  • Total: ₹4,097.59

Other Financial Data:

  • Loans Outstanding: ₹14,099.95 lakh (FY 2024-25: ₹9,578.85 lakh)
  • Borrowings: ₹4,840.23 lakh (FY 2024-25: ₹9,086.74 lakh)
  • Cash & Cash Equivalents: ₹21.87 lakh (FY 2024-25: ₹63.46 lakh)
  • Trade Receivables: ₹34.05 lakh (unchanged from previous year)
  • Current Tax Liability: ₹160.45 lakh (FY 2024-25: ₹72.30 lakh)

Dates of Action

  • AGM Date: 30th September 2026 at 4:00 PM through VC/OAVM
  • Book Closure: 23rd September 2026 to 30th September 2026
  • E-voting Period: 27th September 2026 (9:00 AM) to 29th September 2026 (5:00 PM)
  • Cut-off Date for Shareholders: 23rd September 2026
  • Financial Year: 1st April 2025 to 31st March 2026

Parties Involved

Board of Directors:

  • Mr. Vishal Jethabhai Nayak (Managing Director, DIN: 11048209)
  • Ms. Saloni Mehra (Independent Director)
  • Ms. Renu Kaur (Independent Director)
  • Mr. Amit Bajaj (Independent Director)

Key Managerial Personnel:

  • Mr. Vishal Jethabhai Nayak (Managing Director & CFO)
  • Mrs. Amandeep Kaur (Company Secretary)

Auditors:

  • Statutory Auditor: M/s. D D S & Associates, Chartered Accountants, Ahmedabad (FRN: 120362W)
  • Secretarial Auditor: M/s. Dhruvi Patel & Associates, Company Secretaries, Ahmedabad (FRN: S2025GJ1018200)
  • Proposed New Secretarial Auditor: M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad (FRN: S2024GJ963300)

Share Transfer Agent:

Skyline Financial Services Private Limited, New Delhi

AGM Agenda Items

Ordinary Business:

1. Adoption of audited financial statements for FY 2025-26

2. Reappointment of Mr. Vishal Jethabhai Nayak as director retiring by rotation

3. Appointment of M/s. D D S & Associates as statutory auditors for 5 years (2026-27 to 2030-31)

Special Business:

4. Appointment of M/s. Jay Pandya & Associates as secretarial auditors for 5 years (2026-27 to 2030-31)

5. Change of registered office from Delhi to Gujarat (Special Resolution)

Auditor Qualifications

Statutory Auditor (M/s. D D S & Associates) Qualifications:

1. Cash payments of ₹24 lakh towards salary expenses - Unable to verify genuineness, business purpose, completeness and compliance with Income-tax Act

2. TDS deducted but unpaid - ₹10.81 lakh on professional fees, ₹6.44 lakh on interest, ₹0.01 lakh on contract expenses remaining unpaid to government authorities

3. Unsecured borrowings of ₹8,187.74 lakh - No interest provided, insufficient documentation available, ₹6,010.41 lakh converted to equity

Secretarial Auditor (M/s. Dhruvi Patel & Associates) Qualifications:

1. Non-compliance with Regulation 33 of SEBI LODR for delayed submission of financial results for quarter ending 31st March 2025

2. Non-appointment of Internal Auditor for entire FY 2025-26 as required under Section 138 of Companies Act

3. Allotment of shares at ₹16.08 per share versus approved ₹10 per share without documented board resolution for price revision

Capital Structure Impact

  • Preferential Allotment: 60,104,119 equity shares allotted increasing paid-up capital from 33,00,000 to 6,34,04,119 shares
  • Dilution: Significant dilution due to large preferential issue to non-promoter category
  • Securities Premium: ₹3,654.33 lakh recorded from preferential issue premium

Corporate Governance Disclosures

  • Board Meetings: 12 meetings held during the year
  • Committee Composition: Audit Committee (9 meetings), Stakeholders' Relationship Committee (2 meetings), Nomination and Remuneration Committee (2 meetings)
  • Director Attendance: All directors attended 100% of meetings
  • Whistleblower Policy: Implemented with no complaints received during the year
  • Related Party Transactions: None reported during the year

Other Material Information

  • Dividend: No dividend recommended for FY 2025-26
  • CSR: Not applicable to the company
  • Internal Financial Controls: Adequate controls in place with no material weaknesses reported
  • Dematerialization: 88.70% shares in demat form as on 31st March 2026
  • Status: Company shows as 'SDD Non-Compliant' on BSE website

Forward-looking Statements

Management Discussion & Analysis highlights opportunities in digital transformation, fintech innovation, expanding emerging markets, and sustainable finance, while noting threats from cybersecurity risks, economic uncertainty, and regulatory compliance challenges.