Annual General Meeting Details
The 97th Annual General Meeting (AGM) is scheduled to be held on Friday, September 25, 2026 at 5:00 p.m. (IST) through Video Conference/Other Audio-Visual Means.
Cut-off Date: Friday, September 18, 2026 for determining members eligible to vote or attend the AGM.
Remote e-voting period: Commences Monday, September 21, 2026 at 9:00 a.m. and ends Thursday, September 24, 2026 at 5:00 p.m.
Agenda Items
Ordinary Business:
1. To receive, consider and adopt Audited Financial Statements for FY 2025-26 together with reports of Board of Directors and Auditors
2. To appoint Mr. Mihir Rajesh Parikh (DIN: 02896949) as Director retiring by rotation
Special Business:
3. Re-appointment of Mrs. Shweta Dhruv Shah (DIN: 03287393) as Whole-Time Director for 5 years commencing December 1, 2026 on nil remuneration until company has adequate profits
Financial Performance (Standalone)
(Amount in ₹ Lakhs)
| Particulars | 2025-2026 | 2024-2025 |
| Revenue from Operations | 0 | 0 |
| Other Income | 58 | 41 |
| Total Revenue | 58 | 41 |
| Other Expenses | 1,004 | 484 |
| Profit/(Loss) Before Tax | (945) | (442) |
| Profit/(Loss) After Tax | (945) | (442) |
Key Financial Position (as at March 31, 2026):
- Share Capital: ₹200 lakhs (20,000,000 equity shares of ₹10 each)
- Other Equity: (₹8,606) lakhs
- Borrowings: ₹10,388 lakhs (Non-convertible Debentures)
- Other Non-Current Assets: ₹1,980 lakhs (Premium on Redemption of Debentures)
- Cash and Cash Equivalents: ₹5 lakhs
- Loans and Advances: ₹445 lakhs
Business Operations and State of Affairs
The company was engaged in textile manufacturing but has not carried any business activities due to labor unrest. The company went into BIFR and under the revival scheme approved by BIFR Board, the company must set up textile production on 40% of company's land and utilize remaining 60% for real estate development. Funds from real estate operations will be used to redeem debentures and set up new textile units.
The company is in process of taking necessary approvals from Municipal Corporation and other government departments and hopes to start construction activities in due course.
Debenture Obligations
The company could not redeem debentures and requested Mukesh Babu Financial Services Ltd (debenture holder) to extend redemption date by 3 years. The company received confirmation via letter dated November 19, 2025 to extend redemption to March 31, 2028 @ 40% additional premium.
Debenture Details:
- Series A: Face value ₹3,000 lakhs + Premium ₹6,408 lakhs = Total ₹9,408 lakhs
- Series B: Face value ₹500 lakhs + Premium ₹480 lakhs = Total ₹980 lakhs
- Total Secured Borrowings: ₹10,388 lakhs
The premium payable of ₹2,968 lakhs has been created and reflected under Non-Current Assets. Proportionate premium of ₹988 lakhs has been written off in Profit & Loss account.
Board Composition and Changes
Directors as on March 31, 2026:
- Mrs. Shweta Dhruv Shah - Whole-time Director and CEO
- Mr. Bhavik Ashokkumar Shah - Independent Director
- Mr. Harsh Vikas Shah - Independent Director
- Mr. Mihir Rajesh Parikh - Non-executive Director
Key Managerial Personnel:
- Mr. Dhruv Nikunj Shah - Chief Financial Officer
- Mrs. Nidhi Vinodkumar Darak - Company Secretary & Compliance Officer
Appointments during the year:
- Mr. Harsh Vikas Shah (DIN: 09605363) appointed as Additional Non-Executive & Independent Director effective August 28, 2025
- Mr. Mihir Rajesh Parikh (DIN: 02896949) appointed as Director liable to retire by rotation
Resignation during the year:
- Mr. Mipan Shah (DIN: 02436963), Independent Director resigned effective November 14, 2025
Board and Committee Meetings
Board Meetings: 5 meetings held during the year with 100% attendance by all directors
Audit Committee Composition:
- Mr. Bhavik Ashokkumar Shah (Chairman)
- Mr. Mipan Navinchandra Shah (Member until November 14, 2025)
- Mrs. Shweta Dhruv Shah (Member)
- Mr. Harsh Vikas Shah (Member from August 28, 2025)
Audit Committee Meetings: 4 meetings held with 100% attendance
Shareholding Pattern
Major Shareholders (holding more than 5%):
- Platinum Square Pvt Ltd: 37.30%
- Istaa Fashions Pvt Ltd: 19.50%
- Mukesh Babu Financial Services Limited: 17.75%
- Thiruppathi Pandian: 12.49%
Promoter Status: The company had applied to Stock Exchange in October 2022 seeking reclassification of Promoter shareholding to Public Category. Approval received on June 27, 2023. No Promoter Shareholding as on March 31, 2025 and March 31, 2026.
Litigation and Contingencies
The company faces worker litigation in High Court of Maharashtra and Gujarat which prevents starting new business. There are pending gratuity claims of ₹1,89,83,135 under dispute. The company has provision of ₹73,08,495 for gratuity and other related claims carried over from earlier year.
Corporate Governance
As the company's paid-up equity share capital (₹200 lakhs) and net worth (negative) do not exceed thresholds specified in Listing Regulations, certain corporate governance provisions do not apply.
Dividend and Reserves
No dividend recommended due to losses. No amount transferred to reserves during the financial year.
Related Party Transactions
Transactions with Platinum Square Private Limited (Strategic Investor):
- Inter-Corporate Deposit: ₹356 lakhs outstanding (₹321 lakhs previous year)
- Interest earned: ₹43 lakhs (₹33 lakhs previous year)
- Current Account: ₹13 lakhs outstanding (₹7 lakhs previous year)
All related party transactions are in ordinary course of business and at arm's length basis.
Internal Financial Controls
Auditors report adequate internal financial controls system over financial reporting operating effectively as at March 31, 2026.
Risk Factors
Key risks include:
- Worker litigation preventing business commencement
- Lack of expertise in construction activity
- Limited local population to consume constructed units
- Significant debenture obligations requiring redemption