Key Quantitative Figures

Financial Performance (₹ in Lakhs):

  • Income through Travel Operations, Finance Services and others: ₹139.81 (FY26) vs ₹142.43 (FY25)
  • Expenditure (Employee & Administrative Expenses): ₹44.01 (FY26) vs ₹42.48 (FY25)
  • Profit before depreciation & Interest: ₹95.80 (FY26) vs ₹99.95 (FY25)
  • Depreciation: ₹8.90 (FY26) vs ₹9.92 (FY25)
  • Finance Cost & Net Loss on Fair value charges: ₹5.83 (FY26) vs ₹5.49 (FY25)
  • Profit after depreciation & Interest: ₹81.07 (FY26) vs ₹84.54 (FY25)
  • Provision for Income Tax:
  • Current: ₹19.28 (FY26) vs ₹17.85 (FY25)
  • Deferred: ₹6.33 (FY26) vs ₹(17.10) (FY25)
  • Profit after Tax: ₹55.46 (FY26) vs ₹83.79 (FY25) - representing 34% decline
  • Transfer to Statutory Reserves: ₹11.09 (FY26) vs ₹16.76 (FY25)
  • Net Surplus carried over: ₹44.37 (FY26) vs ₹67.03 (FY25)

Balance Sheet Highlights (₹ in Lakhs):

  • Loan Book: ₹896.00 (FY26) vs ₹838.44 (FY25) - 6.9% growth
  • Investments: ₹17.85 (FY26) vs ₹15.89 (FY25)
  • Cash and cash equivalents: ₹23.01 (FY26) vs ₹11.85 (FY25)
  • Total Assets: ₹1,124.24 (FY26) vs ₹1,018.78 (FY25)
  • Paid-up equity capital: ₹499.44 lakhs (49,94,400 equity shares of ₹10 each)
  • Net Owned Funds: Not quantified but mentioned as potentially below RBI requirements if provisions made

Dates of Action

  • AGM Date: September 23, 2026 at 11:00 AM IST
  • Cut Off Date (e-Voting): September 18, 2026
  • Remote e-Voting Period: September 20, 2026 (9:00 AM) to September 22, 2026 (5:00 PM)
  • AGM e-voting Result Date: September 25, 2026
  • Book Closure: September 17, 2026 to September 23, 2026 (both days inclusive)
  • Financial Year: April 1, 2025 to March 31, 2026

Parties Involved

Board of Directors:

  • Dr. Palani G Periasamy (Chairman, DIN: 00081002)
  • Mrs. Visalakshi Periasamy (Director, DIN: 00064517) - retiring by rotation
  • Mr. Murugavel Ramasamy (Managing Director, DIN: 10693633)
  • Mr. P R Shampath, IAS (R) (Independent Director)
  • Mr. P G Muthusamy, IRS (R) (Independent Director)
  • Mr. K Kandasamy (Director till May 16, 2026)

Key Managerial Personnel:

  • Mr. Sivabalan Nagarajan (Chief Financial Officer)
  • Mrs. Saloni Jain (Company Secretary & Compliance Officer)

Auditors:

  • Statutory Auditor: Srivatsan & Associates, Chartered Accountants, Chennai (FRN: 014921S)
  • Secretarial Auditor: M Damodaran & Associates LLP, Company Secretaries, Chennai (FRN: L2019TN006000)
  • Internal Auditor: R Balachandran & Co., Chartered Accountants, Chennai

Bankers:

  • Indian Bank, Chennai
  • HDFC Bank, Chennai
  • ICICI Bank, Chennai

Registrar & Share Transfer Agent:

Cameo Corporate Services Limited, Chennai

Business Operations and Strategic Updates

Operational Performance:

  • Company operates as Non-Deposit Accepting, Base Layer NBFC
  • Loan book increased from ₹838.44 lakhs to ₹896.00 lakhs
  • Primary growth in corporate business loan segment offset weaker retail performance
  • Net Interest Income stood at ₹78.99 lakhs (₹82.18 lakhs in FY25)
  • Established liaison office in Coimbatore for vehicle registration coordination

Expansion Plans:

  • Planning to expand operations in and around Tamil Nadu
  • Considering additional capital infusion to meet RBI Net Owned Funds requirements
  • Active steps to upscale business in coming years

Dividend Policy:

  • No dividend recommended for FY26 to conserve cash flow
  • All earnings retained for future investments and growth
  • Dividend Distribution Policy not applicable under Regulation 43A of LODR

Auditor Qualifications and Financial Impact

Statutory Auditor's Qualified Opinion:

  • Recovery of ₹272 lakhs from major customer considered doubtful due to uncertainty in receipt of funds
  • Non-provisioning impact: If provision made, Net Owned Funds would be lower than RBI prescribed limits
  • Going concern uncertainty: Company's ability to continue as NBFC depends on capital infusion to meet minimum net owned funds criteria
  • Non-accrual of interest: ₹200 lakhs Inter-Corporate Deposit to M/s. Aryav Exports Private Limited (given July 14, 2017) - no interest accrued for FY25 or FY26

Secretarial Audit:

  • Clean report with no qualifications, reservations, or adverse remarks
  • Compliance with all applicable laws and regulations confirmed

Capital Structure Impact

  • No change in share capital: Authorized (₹500 lakhs) and Paid-up (₹499.44 lakhs) remain unchanged
  • No equity issuance: No shares with differential rights, stock options, sweat equity, or bonus shares issued
  • No buyback: No securities bought back during the year
  • Dematerialization status: 81.60% shares in dematerialized form, 18.40% in physical form

Corporate Governance

Board Composition:

  • 6 directors during year (2 independent, 1 woman director, 2 non-executive, 1 managing director)
  • 4 Board meetings held during FY26
  • Mr. K Kandasamy vacated office effective May 16, 2026 under Section 167(1)(b)

Committee Structure:

  • Audit Committee: Met 4 times, chaired by Mr. P G Muthusamy
  • Nomination and Remuneration Committee: Met 1 time, chaired by Mr. P G Muthusamy
  • Stakeholder Relationship Committee: Met 1 time, chaired by Mr. P R Shampath
  • Credit Committee: Met 4 times, chaired by Mr. P R Shampath
  • Risk Management Committee: Met 1 time, chaired by Mr. P R Shampath

Related Party Transactions:

  • All transactions at arm's length and in ordinary course of business
  • Significant related party exposures:
  • Loans to related parties: ₹568.00 lakhs (63.39% of total credit exposure)
  • Services rendered to Appu Hotels Limited: ₹51.65 lakhs
  • Lease charges received from Appu Hotels Limited: ₹101.19 lakhs

Risk Factors Disclosed

  • Potential slowdown in Indian economy affecting collections and growth
  • Downturn in real estate sector impacting loan book
  • Difficulty accessing funds at competitive borrowing costs
  • Maintenance of RBI Net Owned Funds requirements
  • Recovery uncertainty of ₹272 lakhs from major customer

Additional Material Information

AGM Logistics:

  • Conducted through Video Conference/Other Audio-Visual Means
  • Facility available to 1,000 members on first-come-first-served basis
  • CDSL appointed as e-Voting agency
  • M/s Pankaj Mehta & Associates appointed as Scrutinizer

Shareholder Services Updates:

  • Special re-lodgement window for physical share transfers till February 4, 2027
  • Simplified procedure for duplicate share certificates issuance
  • Direct credit of shares to demat accounts (no Letter of Confirmation required)
  • Online Dispute Resolution Portal available for investor grievances

Employee Statistics:

  • 3 permanent employees on rolls
  • 47.37% increase in median remuneration
  • No sexual harassment complaints received during FY26
  • No fraud reported under Section 143(12) of Companies Act

Regulatory Compliance Status:

  • Maintained NBFC registration with RBI
  • No pending litigation impacting financial position
  • No material orders from regulators or courts
  • Compliance with Secretarial Standards SS-1 and SS-2

#Tags: #DharaniFinance #AnnualReport #SEBIDisclosure #NBFC #QualifiedAuditOpinion #FinancialResults #AGM2026