Annual General Meeting Details

  • Date: Thursday, September 17, 2026
  • Time: 12:30 PM (IST)
  • Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Deemed Venue: Registered Office of the Company
  • Book Closure: September 11, 2026 to September 17, 2026 (both days inclusive)
  • Cut-off Date: September 10, 2026 for determining members entitled to vote

Agenda Items

Ordinary Business:

1. Adoption of Standalone Audited Financial Statements for FY ended March 31, 2026

2. Re-appointment of Ms. Yogeeta Rajkumar Shivhare (DIN: 08436055) as Director retiring by rotation

Special Business:

3. Regularization of Ms. Rekha Rani Naraniwal (DIN: 08467886) as Non-Executive Independent Director

4. Alteration of Clause III (A) (1) of Memorandum of Association to expand business objects

Financial Performance Highlights (₹ in millions)

| Particulars | FY 2025-2026 | FY 2024-2025 |

| Revenue from Operations | 13.64 | 2.19 |

| Other Income | 0.19 | 0.90 |

| Total Revenue | 13.83 | 3.09 |

| Purchase of Stock-in-Trade | 12.70 | 2.08 |

| Employee Benefits Expense | 1.89 | 0.89 |

| Finance Costs | 0.08 | 0.10 |

| Depreciation | 0.18 | 0.33 |

| Other Expenses | 5.13 | 15.48 |

| Loss Before Tax | (6.15) | (15.79) |

| Net Loss for the Year | (6.15) | (15.77) |

Key Financial Position (as at March 31, 2026, ₹ in thousands)

  • Share Capital: ₹81,203.00 (81,20,300 equity shares of ₹10 each)
  • Other Equity: Negative ₹(33,690.39)
  • Total Assets: ₹100,453.29
  • Trade Receivables: ₹25,097.03 (including ₹13,388.17 outstanding >12 months)
  • Trade Payables: ₹44,927.44
  • Advances to Suppliers: ₹28,680.73 (unchanged from previous year)
  • Cash & Cash Equivalents: ₹2,038.20
  • Investment Property: ₹42,242.40 (acquired through settlement of receivables)

Board of Directors (as on March 31, 2026)

1. Mr. Omkar Rajkumar Shivhare - Managing Director (DIN: 08374673)

2. Ms. Yogeeta Rajkumar Shivhare - Executive Director (DIN: 08436055)

3. Mr. Vijay Ramesh Solanki - Executive Director & CFO (DIN: 10683186)

4. Mr. Raj Kumar Rajpurohit - Independent Director (DIN: 09838042)

5. Mr. Vinod Gopaldas Gulrajani - Independent Director (DIN: 03447191)

6. Ms. Rekha Rani Naraniwal - Additional Independent Director (DIN: 08467886)

7. Ms. Anjana Jagger - Company Secretary & Compliance Officer

Management Changes During FY 2025-2026

  • Mr. Durgaprasad Dattaram Prabhu resigned as Independent Director effective August 30, 2025
  • Ms. Rekha Rani Naraniwal appointed as Additional Independent Director effective November 15, 2025

Auditor Qualifications

Statutory Auditors M/s. AM S & Co. LLP issued qualified opinion on three main areas:

1. Trade Receivables: ₹13,388.17 thousand outstanding >12 months without balance confirmations

2. Trade Payables: ₹43,531.29 thousand outstanding long-term without confirmations; five creditors filed recovery suits for ₹29,900.94 thousand

3. Advances to Suppliers: ₹28,680.73 million given prior to December 2022 without supporting documentation or purpose clarification

Significant Events

1. SEBI Penalty: Adjudication Order No. Order/AK/GN/2025-26/31395-31399 imposed monetary penalty of ₹1,00,000 each on Company and promoters for violations of SEBI (LODR) Regulations, 2015 and SEBI (SAST) Regulations, 2011

2. NCLT Settlement: Settled trade receivables of ₹82,702.25 thousand through NCLT proceedings, receiving ₹40,000 thousand in demand drafts and four residential flats valued at ₹39,738 thousand recognized as investment property

Internal Financial Controls

Auditors reported that the company does not have adequate internal financial controls system over financial reporting operating effectively as at March 31, 2026.

Corporate Governance

  • Corporate Governance provisions under SEBI LODR Regulations not applicable as paid-up capital and net worth below threshold limits
  • Company has vigil mechanism/whistle blower policy and prevention of insider trading policy in place
  • No complaints received under Sexual Harassment of Women at Workplace Act, 2013

Other Disclosures

  • MSME Registration: Obtained with Micro category under Major Activity Services (Udyog Aadhaar Memorandum)
  • Dividend: No dividend recommended for FY 2025-2026
  • Deposits: No deposits accepted during the year under Section 73 of Companies Act, 2013
  • CSR: No contributions made towards Corporate Social Responsibility
  • Related Party Transactions: Transactions entered in ordinary course of business at arm's length

Voting Arrangements

  • Remote e-voting period: September 14, 2026 (9:00 AM) to September 16, 2026 (6:00 PM)
  • E-voting agency: Purva Sharegistry (India) Private Limited
  • Scrutinizer: M/s. AAS & Associates, Practicing Company Secretary