Key Quantitative Figures

Financial Performance (Standalone, Amount in ₹):

  • Revenue from operations: ₹18,35,41,185.26 (FY 2025-26) vs ₹41,78,28,851.00 (FY 2024-25) - 56.08% decrease
  • Other Income: ₹88,897.00 (FY 2025-26) vs ₹11,49,127.36 (FY 2024-25)
  • Total Income: ₹18,36,30,082.26 (FY 2025-26) vs ₹41,89,77,978.36 (FY 2024-25)
  • EBITDA: Negative ₹2,30,16,220.75 (FY 2025-26) vs Negative ₹1,08,83,406.71 (FY 2024-25)
  • Finance costs: ₹4,55,08,385.36 (FY 2025-26) vs ₹3,67,98,205.14 (FY 2024-25)
  • Net Loss after Tax: ₹7,10,14,203.76 (FY 2025-26) vs ₹4,49,37,899.20 (FY 2024-25)
  • Authorized Share Capital: ₹53,00,00,000 (increased from ₹30,30,00,000 post-year end)
  • Paid-up Share Capital: ₹27,29,40,415 divided into 5,45,88,083 equity shares of ₹5 each

Capital Structure Changes:

  • Authorized share capital increased from ₹30.30 crore to ₹53.00 crore via Ordinary Resolution passed at EGM on 4th April 2026
  • e-Form SH-7 for this alteration not filed with ROC within statutory timeline

Director Remuneration (FY 2025-26):

  • Mr. Vishal Mulchandbhai Gala (Executive Director): ₹18,00,000
  • Mrs. Alpa Jignesh Pandya (Executive Director): ₹2,60,433
  • Sitting fees paid to Independent Directors: ₹12,000 each to Mr. Umang Selani and Mr. Dhruv Modi

Auditor Fees:

  • Statutory Auditor (R.B. Gohil & Co.): ₹3,15,000

Dates of Action

  • AGM Date: 29th September 2026 at 11:00 AM IST through VC/OAVM
  • Record Date: 22nd September 2026
  • Remote e-Voting Period: 26th September 2026 (9:00 AM) to 28th September 2026 (5:00 PM)
  • Board Meetings Held: 11 meetings during FY 2025-26
  • Financial Year: 1st April 2025 to 31st March 2026

Parties Involved

Board of Directors:

  • Mr. Vishal Mulchandbhai Gala (Executive Director & Chairperson, DIN: 00692090)
  • Mr. Prahlad Kumar Agarwal (Managing Director & CFO, DIN: 09851691)
  • Mrs. Alpa Pandya (Executive Director)
  • Mr. Umang Sanjaybhai Selani (Non-Executive Independent Director)
  • Mr. Vipul Laxmichand Maru (Non-Executive Independent Director)
  • Mr. Dhruv Modi (Non-Executive Independent Director)
  • Mr. Yagnik Kishorbhai Movaliya (Non-Executive Independent Director, appointed 16/04/2025)

Key Managerial Personnel:

  • Mrs. Vandana Arun Baldi (Company Secretary, appointed w.e.f. 18/09/2024)

Auditors:

  • Statutory Auditor: R.B. Gohil & Co., Chartered Accountants (FRN: 119360W)
  • Secretarial Auditor: Sachin Thakkar & Associates, Practicing Company Secretaries
  • Internal Auditor: Nirali Rajani & Co., Chartered Accountants (Firm Registration No. FNA287495)

Registrar & Transfer Agent:

KFin Technologies Limited, Mumbai

Financial and Operational Impact

Material Financial Impacts:

  • Significant decline in revenue (56.08%) and increased net loss (58.06% increase)
  • Default in repayment of loans and interest to lenders during FY 2025-26
  • Irregular deposit/payment of TDS dues during the year, potential interest/penalty liability not quantified
  • Unpaid employee salary dues for more than one year, potential claims not ascertained
  • Considerable payments made as advances to suppliers subject to investigation (matter sub-judice)

Capital Structure Impact:

  • No change in issued, subscribed & paid-up capital during the year
  • Increase in authorized share capital post-year end may enable future fundraising

Cash Flow Implications:

  • Negative operating cash flow indicated by EBITDA loss of ₹2.30 crore
  • Finance costs of ₹4.55 crore representing significant cash outflow
  • No dividend declared due to losses

Auditor Qualifications and Observations

Statutory Auditor (R.B. Gohil & Co.) - Qualified Opinion:

1. Advances to suppliers of considerable amount subject to investigation (matter sub-judice)

2. Ind AS adjustments yet to be affected in books

3. Unable to verify whether transactions with directors were at arm's length price, Section 185 may be attracted

4. Expected credit loss provision not measured for overdue trade receivables

5. Operating segments not reported as required under Ind AS 108

6. Intangible assets worth ₹13 crore not amortized and subject to valuation

7. Default in repayment of various unsecured loans

8. Payments made directly by directors on company's behalf due to fund constraints, lacking proper documentation

9. Irregular deposit/payment of TDS dues, potential interest/penalty liability

10. No internal audit system commensurate with size and nature of business

11. Unpaid employee salary dues for more than one year

Secretarial Auditor (Sachin Thakkar & Associates) - Observations:

SEBI Regulation Non-Compliances:

  • Delayed filing of shareholding pattern (125 days for June 2025, 33 days for September 2025)
  • Delayed corporate governance report filing (5 days for December 2025) - BSE fine ₹11,800 after revision
  • Delayed grievance redressal mechanism statement (5 days for December 2025) - BSE fine ₹5,900
  • Delayed newspaper publications of financial results (2-4 days across quarters)
  • Non-functional Structured Digital Database for insider trading (30 Nov 2025 to 21 Apr 2026)
  • Omission of quarterly SDD compliance certificates for Q3 and Q4
  • Delayed reconciliation of share capital audit reports (195 days for June 2025, 73 days for September 2025)
  • Delayed annual listing fee payment
  • Delayed dispatch of annual report and AGM notice

Companies Act Non-Compliances:

  • AGM notice issued without 21 clear days' notice and without 95% member consent for shorter notice
  • Internal auditor appointment intimation not completed
  • Annual Return in Form MGT-7 for 2024-25 not filed within statutory timeline
  • e-Form SH-7 for authorized capital increase not filed within prescribed timeline

Related Party Transactions

  • Shareholder approval sought for related party transactions up to aggregate value of ₹20,00,00,000 for FY 2026-27
  • Transactions to be in ordinary course of business at arm's length basis
  • Board authorized to enter into contracts with related parties as defined in Section 2(76) of Companies Act and SEBI Listing Regulations

Subsequent Events

  • Board resolution dated 14th April 2026 to seek enabling mandate from shareholders for potential initiation of Corporate Insolvency Resolution Process (CIRP) and/or Pre-packaged Insolvency Resolution Process (PPIRP) under IBC, 2016
  • Authorized share capital increased from ₹30.30 crore to ₹53.00 crore via EGM on 4th April 2026

Governance and Compliance

Committee Composition:

  • Audit Committee: Mr. Umang Selani (Chairperson), Mr. Dhruv Modi, Mr. Vipul Maru
  • Stakeholders Relationship Committee: Mr. Umang Selani (Chairperson), Mr. Vipul Maru, Mr. Vishal Gala
  • Nomination and Remuneration Committee: Mr. Umang Selani (Chairperson), Mr. Vipul Maru, Mr. Dhruv Modi

Compliance Status:

  • No sexual harassment complaints received or pending during the year
  • No corporate social responsibility compliance required
  • Vigil mechanism established for reporting unethical behavior
  • Code of conduct adopted for directors and senior management