Key Quantitative Figures

Financial Performance (Amounts in ₹ lakhs):

Quarter Ended March 31, 2026:

  • Net sales/income from operations: ₹3,961.35
  • Total income from operations: ₹3,961.35
  • Total expenses: ₹3,640.59
  • Profit before tax: ₹312.82
  • Tax expense: ₹134.84 (Current year: ₹162.58, Previous year: -₹30.00, Deferred tax: ₹2.26)
  • Profit for the period: ₹177.98
  • Basic EPS: ₹0.85
  • Diluted EPS: ₹0.85

Year Ended March 31, 2026:

  • Net sales/income from operations: ₹12,707.19
  • Total income from operations: ₹12,707.22
  • Total expenses: ₹12,046.59
  • Profit before tax: ₹652.69
  • Tax expense: ₹134.84 (Current year: ₹162.58, Previous year: -₹30.00, Deferred tax: ₹2.26)
  • Profit for the year: ₹517.85
  • Basic EPS: ₹2.48
  • Diluted EPS: ₹2.48

Comparative Figures (Year Ended):

  • March 31, 2025: Profit ₹467.85 lakhs, Basic EPS ₹6.58
  • March 31, 2024: Profit ₹549.30 lakhs, Basic EPS ₹10.80

Balance Sheet Highlights (as of March 31, 2026):

  • Paid-up equity share capital: ₹2,092.08 lakhs (Face Value ₹10)
  • Reserves: ₹1,959.39 lakhs
  • Total assets: ₹5,686.62 lakhs
  • Inventories: ₹3.45 lakhs
  • Trade receivables: ₹55.55 lakhs
  • Cash and cash equivalents: ₹29.09 lakhs
  • Borrowings (non-current): ₹64.65 lakhs
  • Borrowings (current): ₹578.69 lakhs
  • Current tax liabilities: ₹162.58 lakhs

Exceptional Items:

  • FY 2025-26: ₹7.94 lakhs (expenditure for merger of Gujjubhai Food Products Private Limited)
  • FY 2024-25: ₹10.78 lakhs (₹4.28 lakhs written off from irrecoverable party balance + ₹6.50 lakhs merger expenditure)
  • FY 2023-24: ₹148.34 lakhs (₹136.52 lakhs written off from struck-off companies + ₹11.82 lakhs merger expenditure)

Dates of Action

  • Board Meeting: May 30, 2026 (commenced at 3:00 PM, concluded at 11:00 PM)
  • Financial period ended: March 31, 2026
  • Merger effective date: February 23, 2026 (NCLT order filed with ROC)
  • Appointed date for merger: April 1, 2023
  • Auditor reappointment: Effective from conclusion of 37th AGM till conclusion of 42nd AGM

Parties Involved

  • Transferor Company: Gujjubhai Foods Private Limited
  • Statutory Auditors: M/s S K Jha & Co., Chartered Accountants, Ahmedabad (FRN: 126173W)
  • Regulatory Authorities: SEBI, National Company Law Tribunal (NCLT) Mumbai Bench, Registrar of Companies
  • Key Personnel: Shaili Vijaybhai Patel (Director & CFO), Paresh Thakker (Managing Director)

Merger Details

Business Combination: Scheme of Amalgamation of Gujjubhai Foods Private Limited with Gujjubhai Industries Limited sanctioned by NCLT Mumbai Bench vide order dated February 4, 2026.

Accounting Treatment:

  • Accounted using Acquisition Method (Purchase Method) as prescribed by Ind AS 103
  • Appointed Date: April 1, 2023 (deemed acquisition date)
  • Purchase Consideration: Issued 13,813,666 equity shares of ₹10 each to shareholders of Transferor Company (7:4 share swap ratio)
  • Total Consideration Value: ₹138,136,660 (recorded at nominal value)
  • Net Asset Value Acquired: ₹159,992,336 (including ₹8.08 crore cash infusion from Transferor's interim share issue)
  • Gain on Bargain Purchase: ₹218.56 lakhs recognized in Other Comprehensive Income for FY 2023-24 and transferred to Capital Reserve

Restatement: Comparative financial information for years ended March 31, 2024 and March 31, 2025 has been restated to give effect to the merger as if it had occurred from the Appointed Date.

Auditor Qualifications

The auditor issued an unmodified opinion but highlighted three key matters:

1. Merger Accounting Departure: Company recorded assets and liabilities at carrying book values rather than fair values as required by Ind AS 103, following Clause 14(a) of the Scheme. Financial impact of this departure cannot be quantified due to absence of professional valuation.

2. Irrecoverable Loans/Advances: Loans and advances totaling ₹55.54 lakhs given to companies that have been struck-off from ROC records. Management has not provided for potential losses, constituting departure from accounting standards. Exact provision amount not quantified.

3. Unsupported Investments: Investments of ₹3.44 lakhs at carrying value lack supporting ownership documentation. Potential loss not provided for by management.

Capital Structure Impact

  • Post-merger equity share capital increased to ₹2,092.08 lakhs from ₹710.72 lakhs
  • Issued 13,813,666 new equity shares to Transferor Company shareholders
  • Weighted average number of shares used for EPS calculation includes new shares issued

Cash Flow Implications

  • FY26 Net cash flow from operating activities: negative ₹48.87 lakhs
  • FY26 Net cash flow from investing activities: negative ₹1.46 lakhs
  • FY26 Net cash flow from financing activities: positive ₹29.53 lakhs
  • Net decrease in cash and cash equivalents: ₹20.81 lakhs
  • Cash and cash equivalents at year-end: ₹29.09 lakhs

Governance Actions

  • Board approved re-appointment of M/s S K Jha & Co as statutory auditors for second term of five consecutive years
  • Declaration by Director & CFO pursuant to Regulation 33(3)(d) submitted confirming unmodified audit opinion