Annual General Meeting Details

  • Meeting Date: Wednesday, September 30, 2026 at 11:30 AM IST
  • Mode: Video Conferencing (VC) or Other Audio-Visual Means (OAVM)
  • Cut-off Date: Wednesday, September 23, 2026 for determining members eligible to vote
  • Voting Method: Electronic voting (e-voting) only, no physical proxy facility
  • Remote e-voting period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)

Business to be Transacted at AGM

Ordinary Business:

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2026, together with reports of Board of Directors and Auditors

2. To appoint Mr. Lalit Singh Chouhan (DIN: 00081816) as director who retires by rotation and is eligible for re-appointment

Financial Performance Highlights (Standalone)

FY 2025-26 vs FY 2024-25:

  • Revenue from Operations & Other Income: ₹270 lakhs (₹353 lakhs in previous year)
  • Profit Before Tax from continuing operations before exceptional items: Loss of ₹53 lakhs (Loss of ₹160 lakhs)
  • Exceptional Items: ₹76.57 lakhs (₹24 lakhs)
  • Profit before Taxation: Loss of ₹129 lakhs (Loss of ₹184 lakhs)
  • Profit after Taxation: Loss of ₹129 lakhs (Loss of ₹184 lakhs)
  • Basic EPS: (₹6.27) per share ((₹18.4) per share)

Turnover Analysis:

  • Standalone Turnover: ₹245.00 lakhs (decrease from ₹353 lakhs previous year)
  • Consolidated Turnover: ₹258 lakhs (decrease from ₹390 lakhs previous year)

Share Capital Structure

  • Authorized Share Capital: ₹8,00,00,000 divided into 40,00,000 Equity Shares of ₹10 each and 4,00,000 Preference Shares of ₹100 each
  • Paid-up Share Capital: ₹3,05,69,650 consisting of 30,56,965 Equity Shares of ₹10 each
  • Preferential Allotment: During the year, the company allotted 20,56,965 Equity Shares of face value ₹10 each at an issue price of ₹29 per share (including premium of ₹19 per share) aggregating to ₹5,96,51,985

Board of Directors Composition

Current Directors:

  • Mr. Vashdev B. Rupani - Non-Executive Director - Chairperson
  • Mr. Lalit Lajpat Chouhan - Managing Director
  • Mr. Kishin D. Mulchandani - Independent Director
  • Mr. Champak S. Shah - Independent Director
  • Mr. Nandkishore Sharma - Non-Executive & Independent Director
  • Mr. Yogesh Thakkar - Non-Executive & Independent Director

Changes during the year:

  • Ms. Sushila B. Rupani resigned on February 27, 2026
  • Mr. Ranjan Chona, Executive Director, resigned effective March 7, 2026

Key Managerial Personnel

  • Mr. Lalit Lajpat Chouhan - Managing Director & CFO
  • Mr. Omprakash Keshav Harshwal - Company Secretary and Compliance Officer (resigned March 31, 2026)

Changes in KMP during the year:

  • Ms. Dimple Jain resigned as Company Secretary & Compliance Officer on May 16, 2025
  • Ms. Puja Pratik Mehta appointed May 30, 2025, resigned August 14, 2025
  • Mr. Omprakash Keshavdev Harshwal appointed November 14, 2025, resigned March 31, 2026

Statutory Auditors

  • Firm: M/s. H. G. Sarvaiya & Company, Chartered Accountants (Firm Registration No.: 115705W)
  • Appointment: Appointed for 5 years from 38th AGM till 43rd AGM in 2029
  • Report Type: Qualified Opinion

Qualified Audit Opinion - Key Issues

1. Reliance on management for internal controls over Bangalore branch retail/exhibition sales turnover

2. Inventory valued at cost despite management indication that net realizable value is lower

3. Cash-in-hand of ₹19,62,231 not physically verified

4. Loans & advances, debtors, creditors subject to confirmation without provision for doubtful debts

5. Acceptance of unsecured loans from related parties totaling ₹12,45,32,187 without compliance with Section 2(31) of Companies Act

6. Impaired receivables of ₹18,85,843 (EMD/Security deposits) and ₹25,65,455 (loans and advances) from FY 2021-22 not recovered

7. Default in repayment of working capital loans from NBFCs

8. No established financial controls over financial reporting as per ICAI guidelines

Material Uncertainty Related to Going Concern

The company has accumulated losses, fully eroded net worth, incurred net losses in current and previous years, and current liabilities exceed current assets. However, financial statements prepared on going concern basis based on management's assessment of future plans and support.

Secretarial Audit Report Findings (M/s. Mehta & Mehta)

The secretarial audit report identified 13 instances of non-compliance/delays:

1. Initial submission of FY 2024-25 financial results without 'Statement on Impact of Audit Qualifications'

2. Non-compliance with SEBI PIT Regulations regarding Structured Digital Database maintenance

3. Website not maintained as per Regulation 46 of SEBI LODR

4. Non-filing of e-forms: AOC-XBRL, MGT-7, MGT-15 for FY 2024-25

5. Partial compliance with Secretarial Standards

6. Non-filing of annual disclosure under Regulation 31(4) of SAST Regulations

7. Investor complaint through SCORES portal not resolved within 21 days (received December 19, 2025)

8. Non-publication of unaudited financial results for Q3 FY2026 and Q4 FY2026 in newspapers

9. Delayed filing of shareholding pattern for Q3 FY2026 by 99 days

10. Non-appointment of Company Secretary for more than 3 months

11. Delayed filing of Audited Financial Results for Q4 FY2026 by 89 days

12. Non-filing of Unaudited Financial Results for Q1 FY2027

13. Promoter shares frozen due to non-compliance with various SEBI LODR regulations

Legal Proceedings

  • Recovery suit filed by Red Fort Capital Finance Company Private Ltd for ₹7,77,53,788 (two facility agreements declared NPA)
  • Court has directed for arbitration, matter pending
  • Police complaint filed against Mr. Navneet Singh Gogia and Others for recovery of money

Subsidiaries and Associates

  • RST Technologies Pvt Ltd: 100% subsidiary
  • Datapoint Impex Private Limited: Associate company where directors are interested
  • The consolidated financial statements include RST Technologies Pvt Ltd

Related Party Transactions

Transactions with related parties were at arm's length basis:

  • With RST Technologies Pvt Ltd (subsidiary): Purchase & Service Charges - NIL, Sales & AMC Services - NIL
  • With Datapoint Impex Pvt Ltd (associate): Purchase & Service Charges - NIL, Sales & AMC Services - NIL

Dividend Recommendation

No dividend recommended for FY 2025-26 due to losses incurred during the financial year.

Corporate Governance

The company states that compliance with corporate governance is not applicable to the company as per Regulation 15 of SEBI LODR Regulations, 2015.

Other Significant Disclosures

  • No deposits accepted from public under Chapter V of Companies Act, 2013
  • No material changes and commitments affecting financial position occurred between year-end and report date
  • No material fraud reported by auditors to Audit Committee
  • Cost audit provisions not applicable to the company
  • No application or proceeding pending under Insolvency and Bankruptcy Code, 2016
  • CSR provisions under Section 135 of Companies Act not applicable to the company

Registered Office and Contact Information

Tel: 022-25003492/93

Registrar and Transfer Agent

MUFG Intime India Private Limited (formerly Link Intime India Private Limited)

C-101, 247 Park, 1st Floor, LBS Road, Gandhi Nagar, Vikhroli (W), Mumbai-83

Tel: 022-4918 6178/79, Fax: 022-28207207

#Tags: #INDAGIVCommerce #AGM2026 #AnnualReport #SEBIDisclosure #RegulatoryCompliance #FinancialResults #Negative