Board Meeting Outcomes

The Board of Directors meeting was held through video conferencing on September 4, 2026, from 02:20 P.M. to 03:40 P.M. and approved the following items:

  • Approval of Board's Report, Management Discussion and Analysis Report, and Corporate Governance Report for FY 2025-26
  • Taking on record the Secretarial Audit Report for FY 2025-26
  • Appointment of Scrutinizer for remote e-voting process for the 33rd AGM
  • Approval of Notice convening the 33rd Annual General Meeting with Explanatory Statement
  • Noted completion of tenure of Mr. Nikhil Dhanotiya as Independent Director
  • Appointment of Ms. Kriti Bhandari as Additional Director in capacity of Independent Director, subject to shareholder approval
  • Approval of Annual Report for FY 2025-26
  • Consideration of other matters placed before the Board

Financial Performance for FY 2025-26

Key Financial Figures (₹ in Lakhs):

| Particulars | FY 2025-26 | FY 2024-25 | Change |

| Total Revenue | 887.63 | 976.59 | -9.11% |

| Revenue from Operations | 808.08 | 880.18 | -8.19% |

| Other Income | 79.55 | 96.41 | -17.49% |

| Expenses | 941.81 | 890.57 | +5.75% |

| Profit/(Loss) Before Tax | (54.18) | 86.03 | -163.0% |

| Profit/(Loss) After Tax | (42.92) | 54.02 | -179.45% |

Revenue Breakdown (₹ in Lakhs):

  • Imported Coal: ₹714.37 (FY 2024-25: ₹123.19)
  • Cargo Handling Charges: ₹7.62 (FY 2024-25: ₹4.15)
  • Sale of Land: ₹86.10 (FY 2024-25: ₹752.85)

Performance Review:

The company attributed the revenue decline to reduction in coal trade volume due to adverse market conditions. The loss was primarily due to change in cost structure associated with stock-in-trade and lower revenue base.

Share Capital and Redemption

Authorized Share Capital: ₹2,300.00 lakhs (Equity: ₹1,500.00 lakhs, Preference: ₹800.00 lakhs)

Paid-up Share Capital: ₹1,320.00 lakhs (1,32,00,000 Equity Shares of ₹10 each)

The entire 2% Cumulative Preference Share Capital of ₹800.00 lakhs (8,00,000 shares of ₹100 each) was redeemed on March 20, 2026. The redemption amount was paid to preference shareholders during FY 2025-26.

The Board has not yet declared or decided on payment of accumulated 2% cumulative dividend pertaining to preceding eleven years on the redeemed preference shares. This may be considered during FY 2026-27.

33rd Annual General Meeting Details

Date: Tuesday, September 29, 2026

Time: 12:00 Noon IST

Venue: Through Video Conferencing/Other Audio-Visual Means

Business to be Transacted:

Ordinary Business:

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

2. Re-appointment of Ms. Komal Jitendra Thakker (DIN: 07062825) who retires by rotation

Special Business:

3. Appointment of M/s Ajit Jain & Co., Company Secretaries as Secretarial Auditors for five years (FY 2025-26 to 2029-30)

4. Appointment of Ms. Kriti Bhandari (DIN: 10303958) as Independent Director for one year (September 29, 2026 to September 28, 2027)

Director and Key Managerial Personnel Changes

Independent Director Changes:

  • Mr. Nikhil Dhanotiya completed his tenure as Independent Director
  • Ms. Kriti Bhandari appointed as Additional Director (Independent Director), subject to shareholder approval

Key Managerial Personnel (as on March 31, 2026):

  • Ms. Komal Jitendra Thakker - Whole Time Director & CEO
  • Ms. Nikhila P - Chief Financial Officer (appointed w.e.f. November 7, 2025)
  • Ms. Risha Rahul Jain - Company Secretary & Compliance Officer (appointed w.e.f. September 25, 2025)

Ms. Maya Vishwakarma resigned as CFO and Company Secretary effective August 12, 2025.

Committee Composition

Audit Committee: Mr. Nikhil Dhanotiya (Chairperson), Ms. Shikha Jain, Ms. Komal Jitendra Thakker

Stakeholder Relationship Committee: Mr. Nikhil Dhanotiya (Chairperson), Ms. Shikha Jain, Ms. Komal Jitendra Thakker

Nomination and Remuneration Committee: Mr. Nikhil Dhanotiya (Chairperson), Ms. Shikha Jain, Ms. Komal Jitendra Thakker

Corporate Social Responsibility Committee: Mr. Nikhil Dhanotiya (Chairperson), Ms. Shikha Jain, Ms. Komal Jitendra Thakker

Dividend Declaration

No dividend declared for FY 2025-26 due to financial performance. The decision aligns with company's commitment to strengthening financial position.

Auditor Appointments

Statutory Auditors: M/s. A. John Moris & Co., Chartered Accountants (FRN: 007220S) appointed till conclusion of 35th AGM

Secretarial Auditors: M/s. Ajit Jain & Co., Company Secretaries appointed for five years (FY 2025-26 to 2029-30), subject to shareholder approval

Both auditors' reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

Corporate Governance Compliance

The company has complied with all applicable Secretarial Standards (SS-1, SS-2, SS-3) and SEBI Listing Regulations. All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct.

Shareholding Pattern

As on March 31, 2026:

  • 98.56% equity shares in dematerialized form
  • 1.44% equity shares in physical form
  • Promoters and promoter group hold 63.65% of equity shares

Important Dates

Remote e-voting period: September 26, 2026 (9:00 A.M.) to September 28, 2026 (5:00 P.M.)

Cut-off date (record date): September 22, 2026

Registered Office Address

Flat No: 69, 2nd Floor, Bhaiya Complex, Pursaiwakkam High Road, Chennai– 600007 (TN)

Registrars and Share Transfer Agents

M/s MUFG Intime India Private Limited (Previously known as Link Intime India Private Limited)

C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083

Contingent Liabilities

Various tax and customs duty matters under dispute with approximate amounts:

  • Commercial Tax (Surat): ₹36.67 lakhs (2006-07)
  • Sales Tax (Maharashtra): ₹0.28 lakhs (2007-08)
  • Sales Tax (Surat): ₹1,033.42 lakhs (2012-13)
  • Custom Duty: ₹277.54 lakhs (2012-13)
  • Custom Duty: ₹81.91 lakhs (2013-14)
  • Customs Duty: ₹63.61 lakhs (2014-15)
  • Sales Tax (Surat): ₹1,144.82 lakhs (2013-14)
  • Sales Tax (Chandrapur): ₹1.48 lakhs (2013-14)
  • Sales Tax (Surat): ₹1.96 lakhs (2012-13)
  • Customs (Ahmedabad): ₹52.78 lakhs (2012-13)
  • Sales Tax (Surat): ₹0.26 lakhs (2015-16)
  • Sales Tax (Surat): ₹243.38 lakhs (2014-15)
  • GST (Tamil Nadu): ₹17.36 lakhs (2017-18)

Capital Structure Impact

The redemption of preference shares reduced the share capital by ₹800.00 lakhs. No impact on equity share capital. Capital Redemption Reserve of ₹799.93 lakhs was already created out of profits in earlier years, with only ₹7,000 shortfall transferred during the year.

Cash Flow Implications

Cash outflow of ₹800.00 lakhs for preference share redemption. The company maintained cash and bank balances of ₹92.28 lakhs as on March 31, 2026.

Forward-looking Statements

The Management Discussion and Analysis contains cautionary statements about forward-looking information being subject to risks and uncertainties. The outlook mentions opportunities in coal and coke trading, particularly in coking coal imports for steel industry requirements.