Annual General Meeting Details

  • Meeting Date: Tuesday, 8th September 2026 at 3:00 PM IST
  • Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Record Date: Tuesday, 1st September 2026
  • Remote e-voting period: 5th September 2026 (9:00 AM) to 7th September 2026 (5:00 PM)
  • Book closure: 1st September 2026 to 8th September 2026 (both days inclusive)

Business to be Transacted at AGM

Ordinary Business:

1. Adoption of audited financial statements for FY ended 31st March 2026

2. Re-appointment of Mr. Murlidhar Joshi (DIN: 09819849) as Director retiring by rotation

3. Appointment of M/s. V S S B & Associates, Chartered Accountants (FRN: 121356W) as Statutory Auditors for 5 years

Financial Performance Highlights (Amounts in ₹ Lakhs)

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

| Total Income | 93.10 | 248.42 | (62.53%) |

| Total Expenses | 142.93 | 245.86 | (41.86%) |

| Profit/Loss Before Tax | (49.83) | 2.56 | (2046.48%) |

| Net Profit/Loss After Tax | (77.81) | 16.39 | (574.62%) |

| EPS (Basic & Diluted) | (2.24) | 0.47 | (576.60%) |

Key Financial Position (as at 31st March 2026)

  • Paid-up Share Capital: ₹346.59 lakhs (34,65,900 equity shares of ₹10 each)
  • Reserves and Surplus: (₹439.55) lakhs
  • Total Assets: ₹446.11 lakhs
  • Total Liabilities: ₹432.82 lakhs
  • Inventories: ₹50.83 lakhs (vs ₹141.63 lakhs previous year)
  • Trade Receivables: ₹238.86 lakhs (net of provision of ₹12.96 lakhs)
  • Cash and Cash Equivalents: ₹1.09 lakhs
  • Borrowings: ₹274.06 lakhs (unsecured)
  • Trade Payables: ₹156.12 lakhs

Capital Structure Changes

  • Authorized Share Capital: Increased from ₹10 crore to ₹13.45 crore via EGM on 7th January 2026
  • Preferential Issue: Approved issue of up to 99,75,000 convertible warrants at ₹12.50 each (₹10 face value + ₹2.50 premium)
  • Warrant Allotment: 34,00,000 warrants allotted on 26th February 2026 to non-promoter category
  • Amount Received: ₹106.25 lakhs (25% of total ₹4.25 crore) received as warrant subscription money

Board and Committee Composition

Directors as on 31st March 2026:

1. Mr. Vishwambar Kameshwar Singh - Managing Director (DIN: 09822587)

2. Mr. Murlidhar Joshi - Non-Executive Director & CFO (DIN: 09819849)

3. Ms. Hiral Vinodbhai Patel - Independent Director (DIN: 09719512)

4. Ms. Rina Kumari - Independent Director (DIN: 10588570)

Changes during FY26:

  • Mr. Deepak Ashokkumar Rochani appointed as Additional Independent Director on 27th June 2025, regularized at AGM on 29th September 2025, resigned on 31st March 2026
  • Ms. Garima Dineshkumar Jain resigned as Company Secretary on 23rd June 2025
  • Ms. Yukta Prakash Patel appointed as Company Secretary on 27th June 2025

Committee Composition:

  • Audit Committee: Ms. Rina Kumari (Chairperson), Mr. Vishwambar Kameshwar Singh, Ms. Hiral Vinodbhai Patel
  • Nomination and Remuneration Committee: Ms. Rina Kumari (Chairperson), Mr. Murlidhar Joshi, Ms. Hiral Vinodbhai Patel
  • Stakeholders' Relationship Committee: Ms. Rina Kumari (Chairperson), Mr. Vishwambar Kameshwar Singh, Ms. Hiral Vinodbhai Patel

Auditor Appointments

  • Statutory Auditor: M/s. V S S B & Associates, Chartered Accountants (FRN: 121356W) proposed to replace M/s. M A A K & Associates
  • Internal Auditor: M/s. Umesh Khese & Co., Chartered Accountants
  • Secretarial Auditor: M/s. Jitendra Parmar & Associates, Practicing Company Secretaries

Auditor Qualifications

Statutory Auditor (M A A K & Associates):

  • Qualified Opinion: Balance confirmations not provided for trade receivables and trade payables
  • Emphasis of Matter: Closing stock calculated and certified by management only, basis of calculation not provided

Secretarial Auditor (Jitendra Parmar & Associates):

  • Observation: Delay in compliance with SEBI LODR Regulation 29(2)/29(3), resulting in penalty of ₹11,800 (including GST) paid on 18th June 2025
  • Other Matter: Certain UPSI events recorded in Structured Digital Database subsequent to their occurrence due to technical/system constraints

Material Events and Changes

  • Registered Office Shift: Changed within Ahmedabad from Rakhiyal to Uttamnagar with effect from 26th February 2026
  • No Dividend: Directors decided not to recommend any dividend for FY26 to conserve financial resources
  • No Material Orders: No significant orders passed by regulators/courts impacting going concern status
  • Related Party Transactions: All transactions at arm's length, no materially significant transactions requiring shareholder approval

Management Discussion Highlights

  • Revenue Decline: Total revenue from operations decreased to ₹92.90 lakhs from ₹241.43 lakhs in previous year
  • Business Nature: Single segment company engaged in trading and distribution
  • Future Outlook: Directors continuously looking for new avenues for future growth
  • Risks: Climate dependence, geopolitical tensions, and industry competition identified as key threats

Other Disclosures

  • Board Meetings: 8 meetings held during FY26 with 100% attendance by all directors
  • Internal Financial Controls: Adequate controls in place, operating effectively
  • Vigil Mechanism: Whistle Blower Policy established and operational
  • Human Resources: No cases filed under Sexual Harassment at Workplace Act, 2013
  • Dematerialization: 100% shares under compulsory demat as per SEBI guidelines

Important Dates

  • Notice Date: 13th August 2026
  • AGM Date: 8th September 2026
  • Record Date: 1st September 2026
  • E-voting Period: 5th to 7th September 2026
  • Financial Year End: 31st March 2026