Financial Performance Summary

Key Financial Figures (Amount in ₹ lakhs)

| Particulars | FY 2025-26 | FY 2024-25 |

| Revenue from Operations | 0.00 | 0.00 |

| Other Income | 12.62 | 0.04 |

| Total Income | 12.62 | 0.04 |

| Total Expenditure | 109.43 | 69.80 |

| Profit/(Loss) before Exceptional Items & Tax | (96.81) | (63.98) |

| Exceptional Items (Gain) | 793.27 | (2.21) |

| Profit/(Loss) before Tax | 696.46 | (61.77) |

| Tax Expense | 78.15 | 0.00 |

| Profit/(Loss) for the year | 618.31 | (61.77) |

| Basic & Diluted EPS (₹) | 61.52 | (6.15) |

Balance Sheet Position (as at March 31)

| Particulars | 2026 | 2025 |

| Net Worth | 443.58 | (174.70) |

| Cash & Cash Equivalents | 422.17 | 6.64 |

| Total Assets | 479.92 | 30.01 |

| Short-term Borrowings | 0.00 | 177.00 |

Exceptional Item Details

The company sold its entire land and building at Udyog Nagar, Kanpur for ₹8.00 crore against a carrying value of ₹6.73 lakhs, resulting in an exceptional gain of ₹793.27 lakhs recognized in the Statement of Profit and Loss.

Corporate Actions and Developments

Scheme of Merger

The company filed a Scheme of Merger by absorption of EMA India Limited (Transferor Company) with Dynalog India Limited (Transferee Company) with the Stock Exchange on April 15, 2026. The scheme remains subject to approval of regulatory authorities, shareholders, creditors, NCLT, and SEBI.

Change in Management and Shareholding

During the year, the company was acquired by Dynalog India Limited and its promoters, who acquired 45.03% of the equity share capital on July 30, 2025. This triggered an open offer under SEBI Takeover Regulations.

Board Composition Changes

Appointments (during FY 2025-26):

  • Mr. Akshay Shivaji Adhalrao as Managing Director (from 01/10/2025)
  • Mrs. Madhuri Akshay Adhalrao as Non-Executive Director (from 01/10/2025)
  • Mr. Rohit Rajendra Goyal as Independent Director (from 01/10/2025)
  • Mr. Rajendra Senapati as Additional Independent Director (from 13/02/2026)
  • Mr. Apurva Shivaji Adhalrao as Additional Executive Director (from 13/02/2026)

Resignations (during FY 2025-26):

  • Mrs. Ranjana Bhargava as Whole-Time Director & CFO (resigned 14/11/2025)
  • Ms. Rakshita Bhargava as Director (resigned 14/11/2025)
  • Ms. Honey Bhatia as Independent Director (resigned 12/02/2026)

Current Board Composition (as on March 31, 2026)

1. Mr. Akshay Shivaji Adhalrao - Managing Director (DIN: 00314926)

2. Mrs. Madhuri Akshay Adhalrao - Non-Executive Director (DIN: 00315018)

3. Mr. Rohit Rajendra Goyal - Independent Director (DIN: 06894223)

4. Mr. Rajendra Senapati - Additional Independent Director (DIN: 10031791)

5. Mr. Apurva Shivaji Adhalrao - Additional Executive Director (DIN: 01239063)

6. Mr. Himanshu Kapoor - Independent Director (DIN: 07926807)

Key Managerial Personnel

  • Shruti Sharma - Company Secretary & Compliance Officer (M. No.: A75000)
  • CFO position was vacant since November 14, 2025, and remained unfilled as of report date

Registered Office Shift

Subsequent to year-end, the Regional Director approved shifting of the Registered Office from Kanpur, Uttar Pradesh to Mumbai, Maharashtra vide order dated July 28, 2026. The company has filed Form INC-28 and is completing formalities including Form INC-22 filing.

Operational Highlights

Business Performance

The company did not generate any revenue from operations during FY 2025-26. The profit was primarily driven by the one-time exceptional gain from sale of fixed assets.

Share Capital Structure

  • Authorized Capital: ₹300.00 lakhs (27,50,000 equity shares of ₹10 each + 25,000 preference shares of ₹100 each)
  • Issued, Subscribed & Paid-up Capital: ₹100.50 lakhs (10,05,000 equity shares of ₹10 each)
  • No change in share capital during the year

Significant Shareholding Changes

Major shareholders as on March 31, 2026 include:

  • Apurva Shivaji Adhalrao: 90,000 shares (8.96%)
  • Kalpana Shivaji Adhalrao: 90,000 shares (8.96%)
  • Madhuri Akshay Adhalrao: 90,000 shares (8.96%)
  • Dynalog India Limited: 1,02,749 shares (10.22%)

Dividend

No dividend recommended for FY 2025-26.

Regulatory and Compliance Matters

AGM Details

  • 55th Annual General Meeting scheduled for September 16, 2026, at 12:00 PM
  • Meeting to be held through Video Conferencing/Other Audio Visual Means
  • Register of Members and Share Transfer books to remain closed from September 11-16, 2026

Business Items for AGM

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

2. Re-appointment of Mrs. Madhuri Akshay Adhalrao as Non-Executive Director

Auditor Appointments

  • Statutory Auditor: B C Jain & Co., Chartered Accountants
  • Secretarial Auditor: Awashesh Dixit, Company Secretary
  • Internal Auditor: Shishir Saxena & Co., Chartered Accountants

Secretarial Audit Observations

The Secretarial Audit Report noted:

1. Non-filing of certain statutory e-forms with ROC

2. Vacancy in CFO position beyond six months period

3. Need to strictly adhere to Regulation 46 of SEBI LODR regarding functional website

Litigation and Contingencies

  • Income tax demand of ₹26.66 lakh for AY 2017-18 under appeal (₹2.70 lakh deposited)
  • Various labor cases pending where amount is not ascertainable

Corporate Governance

Committee Composition

Audit Committee:

  • Mr. Himanshu Kapoor (Chairperson)
  • Mr. Akshay Shivaji Adhalrao (Member)
  • Mr. Rajendra Senapati (Member)
  • Mr. Rohit Rajendra Goyal (Member)

Nomination and Remuneration Committee:

  • Mr. Himanshu Kapoor (Chairperson)
  • Mrs. Madhuri Akshay Adhalrao (Member)
  • Mr. Rajendra Senapati (Member)
  • Mr. Rohit Rajendra Goyal (Member)

Stakeholder Relationship Committee:

  • Mrs. Madhuri Akshay Adhalrao (Chairperson)
  • Mr. Akshay Shivaji Adhalrao (Member)
  • Mr. Rohit Rajendra Goyal (Member)

Board Meetings

12 Board meetings held during the year with attendance ranging from 42.86% to 100%

Related Party Transactions

Transactions with related parties amounting to ₹6.75 lakhs for lease rental payments to Mr. Shivaji Adhalrao (relative of director) for corporate office usage. Approved by Board on October 27, 2025.

Outlook and Future Plans

The company's outlook is linked to the proposed Scheme of Merger with Dynalog India Limited. Management believes the restructuring will help unlock future taxable profits and potentially revive core manufacturing operations over time.