Key Financial Figures

Financial Performance (₹ in Lakhs)

  • Revenue from operations (including other income): ₹112.55 (Previous year: ₹120.42) - decline of 6.54%
  • Profit before tax: ₹15.75 (Previous year: ₹43.45)
  • Profit after tax: ₹14.72 (Previous year: ₹43.14)
  • Total comprehensive income/(loss): (₹759.91) (Previous year: ₹690.72 profit)
  • Comprehensive loss on investments: ₹774.63 (Previous year: ₹647.58 gain)

Balance Sheet Position (as at 31st March 2026)

  • Total Assets: ₹1,062.41 Lakhs (Previous year: ₹1,917.22 Lakhs)
  • Equity Share Capital: ₹576.62 Lakhs (unchanged)
  • Other Equity: ₹458.95 Lakhs (Previous year: ₹1,218.86 Lakhs)
  • Trade Receivables: ₹508.84 Lakhs (Previous year: ₹502.26 Lakhs)
  • Investments: ₹489.00 Lakhs (Previous year: ₹1,367.54 Lakhs)
  • Cash and Cash Equivalents: ₹1.37 Lakhs (Previous year: ₹2.88 Lakhs)

Ratios

  • Current Ratio: 19.04 (Previous year: 13.76)
  • Return on Equity: 0.64% (Previous year: 2.40%)
  • Net Profit Ratio: 13.58% (Previous year: 35.90%)
  • Return on Capital Employed: 1.52% (Previous year: 2.31%)

AGM Details

  • 48th Annual General Meeting: Wednesday, 23rd September 2026 at 11:30 AM
  • Mode: Video Conferencing/Other Audio-Visual Means
  • Deemed Venue: A/304, Naman Midtown, Senapati Bapat Marg, Prabhadevi (West), Mumbai - 400 013

Agenda Items

Ordinary Business

1. Adoption of Audited Financial Statements for FY 2025-26

2. Re-appointment of Mr. Aditya A. Garware (DIN: 00198146) who retires by rotation

Special Business

3. Re-appointment of Mr. Shyamsunder V. Atre (DIN: 01893024) as Executive Director for 2 years with effect from 31st October 2026

  • Proposed remuneration: ₹15,47,040 per annum plus perquisites
  • Currently drawing ₹15,47,040 per annum (5% increase)

4. Appointment of Mr. Hasan Alibhai Bhinderwala (DIN: 06751723) as Non-Executive Independent Director for 5 years from 12th August 2026 to 11th August 2031

  • No remuneration except sitting fees

Audit Matters

Qualified Audit Opinion

Statutory Auditors, M/s. D. Kothary & Co., expressed a qualified opinion regarding:

  • Non-recognition of Expected Credit Loss (ECL) provisions on trade receivables outstanding for over 3 years aggregating ₹355.15 Lakhs
  • Absence of sufficient audit evidence regarding recoverability of these receivables

Management's Explanation

Management believes these receivables primarily pertain to erstwhile fishing nets business with long-standing customers and are being recovered progressively. During the year, approximately ₹7.00 Lakhs was recovered and ₹20.00 Lakhs was written down.

Audit Fees

₹1.75 Lakhs approved for FY 2025-26

Corporate Governance

Board Composition

  • Mr. Aditya A. Garware: Chairman, Non-Executive Director
  • Mrs. Shefali S. Bajaj: Non-Executive Director
  • Mr. Vikas D. Sadarangani: Independent Director
  • Mr. Piyush V. Patel: Independent Director
  • Mr. Amir J. Pradhan: Independent Director (appointed 12th August 2025)
  • Mr. Shyamsunder V. Atre: Executive Director

Board Meetings

5 meetings held during the year on: 22nd April 2025, 19th May 2025, 12th August 2025, 31st October 2025, and 3rd February 2026

Key Managerial Personnel

  • Mr. Shyamsunder V. Atre: Executive Director
  • Ms. Pallavi P. Shedge: Company Secretary
  • Mrs. Vipulata S. Tandel: Chief Financial Officer

Material Transactions

Corporate Guarantee

  • Provided ₹10 Crore corporate guarantee to Kotak Mahindra Bank on behalf of Garware Offshore Services Limited (erstwhile Global Offshore Services Limited)
  • Guarantee commission earned: ₹4,16,440 at 0.50% per annum
  • Tenure: Up to 7 years for facilitating ₹40 Crore loan for vessel acquisition

Intercorporate Loan

  • Previous year: Deposit on Call of ₹2,25,000 to Universal Investment Services Private Limited at 8% interest
  • Entire amount including interest repaid during current year

Legal Proceedings

Suit No. 01

  • Matter with Integrated Finance Company Limited (IFCL) pending before Hon'ble High Court of Madras
  • Company deposited ₹30 Lakhs with court as per court order dated 4th April 2017
  • No substantive hearing during FY 2025-26

Suit No. 02

  • Company filed suit for ₹1.93 Crore with 18% interest against IFCL for loss of profit
  • Matters to be heard jointly with Suit No. 01

EOW Notice

  • Received 7 notices from Superintendent of Police, EOW Cell, Chennai on 1st April 2026 under TNPID Act
  • Alleged non-payment of ₹3,54,83,661.50 to IFCL
  • Company representatives submitted responses, matter sub judice

Operational Highlights

  • Primary business: Ship repair and maintenance services
  • Revenue decline attributed to: Reduction in repair "needs" of principal customer
  • Customer concentration: Significant revenue dependency on single customer
  • Future outlook: Cautiously optimistic with expected fleet refurbishment programs

Capital Structure

  • No change in authorized or paid-up share capital during the year
  • Authorized Capital: ₹1,000 Lakhs (99,00,000 equity shares of ₹10 each + 11% cumulative preference shares)
  • Paid-up Capital: ₹576.62 Lakhs (57,66,184 equity shares of ₹10 each fully paid)

Dividend

No dividend recommended for FY 2025-26 to conserve resources and cash flows

Related Party Transactions

  • Material RPT with Garware Offshore Services Limited for ship repair services
  • Transactions approved by Audit Committee and members through special resolution
  • All transactions at arm's length basis

Penalties and Compliance

  • Paid penalty of ₹52,000 + GST for delayed XBRL filing of Secretarial Compliance Report
  • Paid fine of ₹10,000 + GST for delayed XBRL e-voting results for EGM held on 16th May 2025

Employee Information

  • Total permanent employees: 4
  • Median remuneration increase: 12.50%
  • KMP remuneration increase: 8.69% on average
  • No complaints received under POSH Act or Vigil Mechanism

Registered Office Change

Shifted from 3rd Floor, Prospect Chambers, D. N. Road, Fort, Mumbai - 400 001 to A/304, Naman Midtown, Senapati Bapat Marg, Prabhadevi - West, Mumbai - 400 013 w.e.f. 23rd June 2026