Key Financial Figures (Standalone as of 31 March 2026)

  • Total Assets: ₹17,361.69 lakhs (Previous Year: ₹17,019.26 lakhs)
  • Total Equity: ₹12,332.61 lakhs (Previous Year: ₹12,310.89 lakhs)
  • Equity Share Capital: ₹18,646.28 lakhs
  • Other Equity: (₹6,313.67) lakhs (Previous Year: (₹6,335.39) lakhs)
  • Total Liabilities: ₹5,029.08 lakhs (Previous Year: ₹4,708.37 lakhs)
  • Non-Current Liabilities: ₹25.02 lakhs
  • Current Liabilities: ₹5,004.06 lakhs
  • Borrowings: ₹2,035.12 lakhs
  • Trade Payables: ₹93.84 lakhs
  • Other Financial Liabilities: ₹2,843.26 lakhs
  • Current Assets: ₹5,333.94 lakhs
  • Inventories: ₹3,497.76 lakhs
  • Trade Receivables: ₹665.49 lakhs (Previous Year: ₹276.11 lakhs)
  • Cash and Cash Equivalents: ₹34.61 lakhs (Previous Year: ₹10.06 lakhs)
  • Other Financial Assets: ₹1,136.24 lakhs
  • Net Loss for the Year ended 31 March 2026: ₹(32.35) lakhs
  • Earnings Per Share (Basic/Diluted): (₹0.0017)

Key Financial Figures (Consolidated as of 31 March 2026)

  • Total Assets: ₹16,959.52 lakhs (Previous Year: ₹16,647.95 lakhs)
  • Total Equity: ₹11,334.99 lakhs (Previous Year: ₹11,367.34 lakhs)
  • Equity Share Capital: ₹18,646.28 lakhs
  • Other Equity: (₹7,311.29) lakhs (Previous Year: (₹7,278.94) lakhs)
  • Revenue from Operations (FY26): ₹226.25 lakhs (Previous Year: ₹200.00 lakhs)
  • Net Loss for the Year ended 31 March 2026: ₹(32.35) lakhs (Previous Year: ₹(179.56) lakhs)
  • Earnings Per Share (Basic/Diluted): (₹0.0017) (Previous Year: (₹0.0116))

Auditor's Opinion & Key Qualifications

The independent auditor, A. John Moris & Co., issued a qualified opinion on both the standalone and consolidated financial results. The basis for qualification includes:

1. IND AS 19 (Employee Benefits): The company has not made contributions to gratuity trusts or recognized defined benefit obligations based on actuarial valuation. The impact on the Statement of Profit and Loss and disclosures could not be determined.

2. Balance Confirmations: Confirmations for trade payables, receivables, investments, loans, advances, stock, and capital work-in-progress were not received. The correctness of several inoperative bank account balances could also not be verified.

3. Foreign Currency Convertible Bonds (FCCBs): The underlying FCCB agreement was not furnished. The outstanding principal, bifurcation of equity/liability components under Ind AS 109, and actual interest payable (management provided USD 65,250 / ₹61.50 lakhs) could not be verified.

4. IND AS 37 (Provisions): A TDS demand of ₹16.99 lakhs (reminder received 25.08.2025) was disclosed as a contingent liability instead of being provided for, constituting a material departure from Ind AS 37.

Emphasis of Matter

The auditor drew attention to the following notes in the financial statements:

  • Note 5 & 6: BSE trading suspension and subsequent board reconstitution.
  • Note 11: Show Cause Notice (SCN) from the Commissioner of Customs Appeals, Chennai, dated 19.12.2022, under FEMA Section 37A, pursuant to a seizure order dated 30.08.2022. The seizure was set aside on 24.02.2023, but an appeal (FPA-FE-40/CHN/2023) is pending. The outcome is not quantifiable.
  • Note 13: Income Tax order u/s 147 r.w.s. 144B for AY 2016-17 dated 29.03.2022, adding ₹2,023 lakhs as unexplained income u/s 69A and raising a tax demand of ₹1,204 lakhs. The company filed an appeal with CIT(Appeals) on 13.04.2022. A stay petition was rejected, and a bank account was attached on 02.03.2023. The attachment was lifted in April 2024, but a lien of ₹1,213 lakhs was imposed.
  • Note 15: GST Demand order u/s 73 for wrong availment of ITC, amounting to ₹341.80 lakhs (including interest and penalty). The company has preferred an appeal.

Regulatory and Legal Proceedings

1. BSE Trading Suspension: Notice dated 28.01.2026 directed suspension of trading effective 02.03.2026 due to non-compliance with Regulation 17(1) of SEBI LODR (board composition) for quarters ending June and September 2025. Promoter group shareholding has been frozen.

2. SEBI Investigations:

  • GDR Issue (2007): SEBI order dated 29.01.2020 restrained the company from accessing the securities market for 5 years and imposed a penalty of ₹25 lakhs under Section 15HA of SEBI Act and Section 23E of SCRA. This penalty has been paid.
  • Preferential Allotment (2017-18): SEBI has raised queries regarding the allotment of 5,460 lakh shares to three individuals; the company is engaging with SEBI.
  • Forensic Audit (2015-17): SCN No. SEBI/HO/IVD/ID19/VA/OW/P/2020/0000013285/2 dated 17.08.2020 alleged violations of PFUTP and LODR regulations. A settlement application was rejected as the earlier GDR penalty was unpaid (since paid).
  • Final SEBI Order: Order dated 26.08.2022 imposed penalties of ₹20 lakhs u/s 23H of SCRA and ₹10 lakhs u/s 15HB & 15A(a) of SEBI Act. The case is tagged with Civil Appeal No.7334/2022 in the Supreme Court of India (notice received 23.05.2023).

3. Income Tax Demands:

  • AY 2016-17: Demand of ₹1,204 lakhs (as noted in Emphasis of Matter).
  • AY 2013-14: Reopened assessment u/s 148 disallowed expenses of ₹11,779.3 lakhs. Appeal filed with CIT(Appeals) on 11.01.2019.
  • AY 2009-10: Unpaid interest u/s 115WE of ₹8.96 lakhs.

4. TDS Demand: Reminder received on 25.08.2025 for outstanding demands totaling ₹16.96 lakhs across financial years 2012-13 to 2025-26.

5. GST Demand: Order u/s 73 for ₹341.80 lakhs (as noted in Emphasis of Matter).

6. FEMA Proceedings: SCN from Enforcement Directorate (as noted in Emphasis of Matter).

Corporate Developments

1. Board Reconstitution (Mar-Apr 2026): Resignations of several Non-Executive Directors accepted. Appointments made include Mr. Viswanathan Sridhar as Chief Compliance Officer & Company Secretary and multiple new Independent and Non-Executive Directors to achieve compliance with SEBI LODR.

2. Strategic Capital Infusion: Board approved availing secured financial assistance of up to ₹95 Crores from M/s Sanctum Wealth Management Ltd. against pledge of promoter shares and corporate guarantee, for working capital and debt restructuring.

3. Office Relocation: Registered corporate office relocated effective 24.04.2026 to Gala No B-38, Pravasi Industrial Estate, Goregaon East, Mumbai - 400063.

Management Commentary & Outlook

The company acknowledges a significant decline in revenue till December 2024 but highlights a positive net worth. A comprehensive turnaround strategy has been implemented, encompassing:

  • Market Analysis and Expansion into new markets.
  • Cost Optimization and operational efficiency improvements.
  • Product/Service Innovation through R&D.
  • Seeking Strategic Partnerships and Alliances.
  • Financial Restructuring and Funding, including the aforementioned ₹95 crore plan.

The management is optimistic about generating sustainable income and monetizing substantial inventory in the future.

Related Party Transactions (Quarter ended 31.03.2026)

Key transactions included loans received from and advances given to subsidiary GV Studio City Ltd. (₹163.63 lakhs net received), and transactions with Siddhésh Global Limited, a company where the Managing Director is a director, involving advances and sale of services (net ₹160.64 lakhs given).

Cash Flow (Standalone, FY26)

  • Net Cash Used in Operating Activities: ₹(135.51) lakhs
  • Net Cash from Investing Activities: ₹297.32 lakhs
  • Net Cash Used in Financing Activities: ₹(187.46) lakhs
  • Net Increase in Cash: ₹24.55 lakhs