Key Financial Highlights (FY 2025-26 vs FY 2024-25)

  • Total Income: ₹223.37 lakh (previous year: ₹124.55 lakh) - 79.3% increase
  • Profit Before Tax: ₹66.27 lakh (previous year: ₹45.90 lakh) - 44.4% increase
  • Profit After Tax: ₹40.39 lakh (previous year: ₹31.61 lakh) - 27.8% increase
  • EPS: ₹0.05 per equity share (previous year: ₹0.04 per equity share)
  • Transfer to Statutory Reserves: ₹8.08 lakh (previous year: ₹6.32 lakh)
  • Net Profit Margin: 18.08% (previous year: 25.38%)
  • Current Ratio: 13.30x (previous year: 69.27x)
  • Return on Equity: 1.09% (previous year: 1.28%)

Share Capital Structure

  • Authorized Share Capital: ₹48,00,00,000 divided into 48,00,00,000 Equity Shares of Re. 1/- each
  • Paid-up Equity Share Capital as of March 31, 2026: ₹7,47,50,000 divided into 7,47,50,000 Equity Shares of Re. 1/- each
  • During FY26, the company allotted 39,36,00,000 warrants on preferential basis, each convertible into one equity share
  • Post-year-end conversion of warrants resulted in increased paid-up capital of ₹46,83,50,000 divided into 46,83,50,000 Equity Shares

AGM Details

  • 32nd Annual General Meeting to be held on Tuesday, September 29, 2026 at 09:00 AM
  • Venue: Unit No. 1212, 12th Floor, Kosha Kommercial Komplex, Podar Road, Malad (East), Mumbai-400097
  • Ordinary Business Items:

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

2. Reappointment of Mr. Santosh Kumar Dwivedi (DIN: 10617830) who retires by rotation

3. Appointment of M/s. A Raghavendra Rao & Associates as Statutory Auditors for 5 years

E-Voting Information

  • Remote e-voting period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM)
  • Cut-off date for voting eligibility: September 22, 2026
  • Scrutinizer: M/s. Jaymin Modi & Co., Company Secretaries (COP: 16948)

Board of Directors & Key Managerial Personnel

Directors:

  • Mr. Kishor Bodha - Chairman & Executive Director (DIN: 10830288)
  • Mr. Sudhakar Gandhi - Managing Director (DIN: 09210342)
  • Mr. Santosh Dwivedi - Non-Executive Non-Independent Director (DIN: 10617830)
  • Ms. Falgun Shah - Independent Director
  • Mr. Rajesh Maiyani - Independent Director
  • Mr. Roshan Mayani - Independent Director
  • Mrs. Dhara Shiroya - Independent Director
  • Mr. Jiten Shah - Non-Executive Non-Independent Director

Key Managerial Personnel:

  • Mr. Tushant Shah - Chief Financial Officer (appointed April 24, 2025)
  • Mr. Jayesh Ahire - Company Secretary and Compliance Officer

Changes in Directorate During FY26

  • Mrs. Dhara Shiroya appointed as Additional Non-executive Independent Director w.e.f. April 24, 2025
  • Mr. Deepak Apraj resigned as CFO w.e.f. April 24, 2025
  • Mr. Tushant Shah appointed as CFO w.e.f. April 24, 2025
  • Mr. Rajesh Maiyani reappointed as Independent Director w.e.f. September 30, 2025
  • Mr. Falgun Shah reappointed as Independent Director w.e.f. September 30, 2025
  • Mr. Santosh Kumar Dwivedi reappointed as Non-Executive Non-Independent Director w.e.f. September 30, 2025
  • Mr. Jiten Shah appointed as Additional Executive Non-Independent Director w.e.f. January 28, 2026

Board and Committee Meetings

  • Board met 11 times during FY25-26
  • Audit Committee met 9 times
  • Nomination and Remuneration Committee met 3 times
  • Stakeholders Relationship Committee met 6 times
  • Risk Management Committee met 1 time

Auditor Appointments

  • Statutory Auditor: M/s. A. Raghavendra Rao & Associates (Firm Registration No. 003324S) appointed for 5 years from conclusion of 32nd AGM until 37th AGM
  • Secretarial Auditor: M/s. N K M & Associates (CP No. 20414)
  • Internal Auditor: M/s. KSGC & Associates, Chartered Accountants

RBI Compliance Status

  • Company is registered with RBI as NBFC-Base Layer (NBFC-BL) under Scale Based Regulatory Framework
  • Certificate of Registration No.: 13.00493 dated March 24, 1998
  • Complied with all applicable RBI regulations including prudential norms, capital adequacy, and reporting requirements
  • No public deposits accepted during the year

Capital Structure Impact

  • Preferential allotment of 39,36,00,000 warrants significantly increased the capital base post-year-end
  • Conversion resulted in paid-up capital increase from ₹7,47,50,000 to ₹46,83,50,000
  • No dividend declared for FY26 to conserve funds for operations

Corporate Governance

  • Company maintains all mandatory committees: Audit, Nomination & Remuneration, Stakeholders Relationship, and Risk Management
  • Whistle Blower Policy/Vigil Mechanism established and operational
  • Code of Conduct for Prevention of Insider Trading implemented
  • No instances of fraud reported by auditors

Financial Impact Assessment

  • The warrant conversion and capital increase post-year-end will significantly impact the capital structure for FY2026-27
  • Increased lending activities reflected in loan book growth from ₹2,115.11 lakh to ₹4,869.50 lakh
  • Borrowings increased to ₹355.32 lakh from nil in previous year

Other Significant Disclosures

  • 99.37% of paid-up capital held in dematerialized form
  • No material related party transactions requiring member approval
  • No pending litigation materially affecting financial position
  • No CSR applicability as company doesn't meet prescribed thresholds
  • No foreign exchange earnings or outgo during the year

#Tags: #GemstoneInvestments #FY2026Results #NBFC #SEBIDisclosure #AGMNotice #RegulatoryCompliance #FinancialResults #Neutral