Board Meeting Details

The Board of Directors meeting was held on Saturday, 30th May, 2026 at the registered office of the Company in Ahmedabad. The meeting commenced at 04:00 PM and concluded at 07:15 PM.

Key Decisions Approved

1. Audited Financial Results: Approved the Audited Financial Results for the Half Year and Year ended on 31st March, 2026 along with Auditor's Report.

2. Secretarial Auditor Appointment: Approved the appointment of M/s. Jay Pandya & Associates (FRN: S2024GJ963300), Company Secretaries, Ahmedabad, as Secretarial Auditor of the Company for the Financial Year 2025-26.

Auditor's Report - Qualified Opinion with Material Uncertainty

H Thakkar & Co. LLP, Chartered Accountants (Firm Registration No.: W100891) issued a qualified opinion with material uncertainty related to going concern on the audited half-yearly standalone financial results.

Basis for Qualified Opinion

A) Non-Compliance with Related Party Loan Provisions:

  • Short-term loans aggregating ₹3,365.33 lakhs reported under 'Current Loans', of which ₹670.26 lakhs (19.91%) extended to three related parties
  • Violations of Sections 177, 185, 188 and 189 of Companies Act, 2013
  • No prior approval from Audit Committee, apparent violation of loan conditions, and failure to maintain Register of Contracts

B) Unconfirmed Debtor Balances:

  • Debtors aggregating ₹385.46 lakhs outstanding and unreconciled as at March 31, 2026
  • Balance confirmations not received, financial impact not determinable

C) Unconfirmed Advances to Suppliers:

  • Advances aggregating ₹1,251.18 lakhs extended to suppliers remain unconfirmed
  • Financial impact not determinable

D) Unpaid Income Tax Liability:

  • Outstanding income tax provision of ₹61.63 lakhs as on March 31, 2026 remains unpaid

E) Unpaid TDS:

  • TDS aggregating ₹38.76 lakhs remains unpaid to Central Government as on March 31, 2026
  • Constitutes default under Section 276B of Income Tax Act, 1961
Material Uncertainty Related to Going Concern

Conditions indicating material uncertainty:

  • Company incurred cash losses during half year ended March 31, 2026
  • Business operations significantly curtailed with minimal revival prospects
  • Persistent failure to discharge statutory obligations: unpaid income tax (₹61.63L), unpaid TDS (₹38.76L), GST demand (₹655.03L under litigation)
  • Unconfirmed recoverability of related party loans (₹670.26L) and supplier advances (₹1,251.18L)
  • Active SEBI investigation concerning financial statements integrity and Preferential Issue proceeds utilization
  • No Internal Auditor appointed, reflecting governance weaknesses
  • No Board-approved business revival plan or committed financial support
Emphasis of Matter

A) GST Department Demand Order: Order dated February 2, 2025 for FY 2017-18 raising demand of ₹655.03 lakhs, currently under litigation.

B) Income Tax Demand Order: Disputed income tax demand of ₹139.99 lakhs with interest of ₹47.93 lakhs (aggregate: ₹187.92 lakhs) outstanding.

C) Non-Implementation of Audit Trail Feature: Accounting software lacks non-disableable audit trail as mandated under Companies (Accounts) Rules, 2014.

D) SEBI Investigation:

  • SEBI Summons dated July 26, 2024 for document production regarding financial statement concerns
  • SEBI Show Cause Notice dated November 25, 2024 regarding utilization of ₹9.21 crore raised through Preferential Issue
  • Company asserts proper utilization of funds and is cooperating
Other Matter

Non-Appointment of Internal Auditor: Company has not appointed Internal Auditor as mandated under Section 138 of Companies Act, 2013 for FY 2025-26.

Financial Results for Year Ended March 31, 2026

Income Statement (₹ in lakhs):

  • Revenue from Operations: ₹2,550.68
  • Other Income: ₹125.01
  • Total Revenue: ₹2,675.69
  • Total Expenses: ₹2,700.79
  • Profit Before Tax: (₹25.10)
  • Tax Expense: (₹1.11) [Deferred tax]
  • Profit/(Loss) for the period: (₹23.99)

Earnings Per Share:

  • Basic: (₹0.10)
  • Diluted: (₹0.10)

Share Capital:

  • Paid Up Equity Share Capital: ₹2,490.00 lakhs
  • Face Value: ₹10.00 per share

Statement of Assets & Liabilities as at March 31, 2026

Equity and Liabilities (₹ in lakhs):

  • Shareholders Funds: ₹4,429.61
  • Current Liabilities: ₹764.37
  • Total: ₹5,193.98

Assets (₹ in lakhs):

  • Non-Current Assets: ₹17.20
  • Current Assets: ₹5,176.78
  • Total: ₹5,193.98

Current Assets Breakdown:

  • Inventories: ₹167.13
  • Trade Receivables: ₹385.46
  • Cash and Cash Equivalents: ₹0.52
  • Short-Term Loans and Advances: ₹3,365.34
  • Other Current Assets: ₹1,258.33 (includes advances to suppliers ₹1,251.18L)

Cash Flow Statement for Year Ended March 31, 2026

Cash Flows (₹ in lakhs):

  • Net cash from operating activities: (₹28.19)
  • Net cash used in investing activities: ₹0.00
  • Net cash from financing activities: ₹7.30
  • Net decrease in cash: (₹20.89)
  • Cash at beginning: ₹21.41
  • Cash at end: ₹0.52

Management's Response to Audit Qualifications

Management provided a detailed statement on impact of audit qualifications:

  • Believes no material adjustment required as assets are recoverable
  • Initiated corrective and compliance measures
  • Related party loans were for business considerations with no intention to cause loss
  • Outstanding debtor balances represent genuine trade receivables
  • Advances were made against procurement arrangements
  • Unpaid taxes due to temporary liquidity constraints
  • Committed to regularizing outstanding statutory dues

Additional Notes

  • Company has only one reportable business segment: Trading of Agro Commodity
  • Previous year figures regrouped/reclassified where necessary
  • 1 investor complaint received during period under review
  • Figures subject to confirmation and reconciliation
  • Contingent liabilities: GST demand ₹655.03L, Income Tax demand ₹187.92L under dispute