Annual General Meeting (AGM) Details

  • The 40th AGM will be held on Wednesday, September 30, 2026, at 11:30 A.M. (IST).
  • The meeting will be conducted through Video Conferencing (VC)/Other Audio Visual Means (OAVM) without physical attendance.
  • The deemed venue is the Registered Office of the Company.
  • Cut-off Date for determining members eligible to vote: Wednesday, September 23, 2026.

Business to be Transacted at AGM (Ordinary Business)

1. ITEM NO. 01: To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.

2. ITEM NO. 02: To appoint a director in place of Mr. Lalit Singh Chouhan (DIN: 00081816), who retires by rotation and, being eligible, offers himself for re-appointment.

Voting Information

  • Remote e-Voting Period: Opens Sunday, September 27, 2026 (9:00 AM) and closes Tuesday, September 29, 2026 (5:00 PM).
  • Scrutinizer: Ms. Alifya Sapatwala, Partner of M/s Mehta & Mehta, Practicing Company Secretaries.
  • Results will be announced after the AGM and hosted on the company's website (www.agivavit.com) and NSDL's website (www.evoting.nsdl.com).

Financial Performance (FY 2025-26)

Standalone Financials (Amount in ₹ Lakhs)

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

| Revenue from Operations & Other Income | 270 | 353 |

| Profit Before Tax (Before Exceptional Items) | (53) | (160) |

| Exceptional Items | (76.57) | (24) |

| Profit Before Tax | (129) | (184) |

| Profit After Tax | (129) | (184) |

| Basic/Diluted EPS (₹) | (6.27) | (18.4) |

| Turnover | 245.00 | 353.00 |

Consolidated Financials (Amount in ₹ Lakhs)

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

| Turnover | 258 | 390 |

| Loss for the Year | (126) | (190) |

Key Financial Position Highlights (Standalone)

  • Authorized Share Capital: ₹8,00,00,000 (80 Lakhs)
  • Paid-up Share Capital: ₹3,05,69,650 (30,56,965 Equity Shares of ₹10/- each)
  • Net Worth: Fully eroded. Accumulated losses. Current liabilities exceed current assets.
  • Dividend: No dividend recommended for FY 2025-26 due to losses incurred.
  • Reserves: No amount transferred to reserves.
  • Public Deposits: Company did not accept any public deposits during the year.

Board of Directors & Key Managerial Personnel

Board Composition as on March 31, 2026

  • 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 in Directorate during the year

  • Ms. Sushila B. Rupani resigned on February 27, 2026.
  • Mr. Ranjan Chona, Executive Director, resigned on March 07, 2026.

Key Managerial Personnel (KMP) & Changes

  • Mr. Lalit Lajpat Chouhan (Managing Director & CFO)
  • Company Secretary & Compliance Officer: Frequent changes:
  • Ms. Dimple Jain resigned on May 16, 2025.
  • Ms. Puja Pratik Mehta appointed May 30, 2025; resigned August 14, 2025.
  • Mr. Omprakash Keshav Harshwal appointed November 14, 2025; resigned March 31, 2026.
  • The position was vacant for more than 3 months as of the report date.

Statutory Auditors & Reports

Statutory Auditors

  • Firm: M/s. H. G. Sarvaiya & Company, Chartered Accountants (Firm Regn. No.: 115705W)
  • Tenure: Appointed for 5 years from the conclusion of the 38th AGM till the 43rd AGM.

Audit Opinion: Qualified Opinion

The auditors issued a qualified opinion on the standalone financial statements citing:

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

2. Inventory valued at cost, though net realizable value is stated to be lower. Impact unascertained.

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

4. Loans & advances, debtors, creditors, and other receivables/payables are subject to confirmation. No provision for bad/doubtful debts.

5. Acceptance of unsecured loans from related parties/others (₹12,45,32,187) without complying with provisions of Section 2(31) of the Companies Act, 2013.

6. Impaired receivables (EMD/Security deposits: ₹18,85,843; Loans & Advances: ₹25,65,455) from FY22 not recovered.

7. Default in repayment of working capital loans from NBFCs.

8. Inadequate internal financial controls over financial reporting.

Material Uncertainty Related to Going Concern

Noted that the company has accumulated losses, eroded net worth, and current liabilities exceed current assets. However, the financial statements are prepared on a going concern basis based on management's plans.

Secretarial Auditors

  • Firm: M/s. Mehta & Mehta, Practising Company Secretaries
  • Report: Contains numerous reservations and instances of non-compliance.

Key Compliance Issues & Reservations (From Secretarial Audit Report)

1. Financial Results Filing: Initially submitted FY25 results without the 'Statement on Impact of Audit Qualifications'. Rectified later on June 14, 2025, after a BSE observation.

2. Structured Digital Database (SDD): Non-compliant with SEBI PIT Regulations for FY25. BSE flagged the company as 'Non-compliant with SDD'. Company procured SDD software on July 15, 2025.

3. Website Maintenance: Not maintained as per Regulation 46 of SEBI LODR.

4. MCA E-forms Not Filed: Form AOC-XBRL, MGT-7, and MGT-15 for FY 2024-25 were not filed with ROC.

5. Secretarial Standards: Partial compliance with SS-1 and SS-2.

6. SAST Regulation: Annual disclosure under Regulation 31(4) of SAST Regulations, 2011 not filed for FY25.

7. Investor Grievance: One complaint received via SCORES on December 19, 2025, not resolved within 21 days and remained undisposed.

8. Newspaper Publication: Did not publish unaudited results for Q3 FY26 and Q4/FY26 in newspapers (Regulation 47).

9. Shareholding Pattern: Filed for Q3 FY26 with a delay of 99 days on April 20, 2026.

10. Financial Results Delay: Audited results for Q4/FY26 filed with an 89-day delay on August 27, 2026. Unaudited results for Q1 FY27 not filed.

11. Promoter Shares: Frozen due to non-compliance with various SEBI LODR regulations.

Subsidiary

  • RST Technologies Pvt. Ltd.: A 100% wholly-owned subsidiary.
  • Its financial statements are included in the consolidated financial statements.
  • The subsidiary's financial statements were unaudited for FY26 (as per the consolidated auditor's report).

Other Material Disclosures

  • Related Party Transactions: Disclosed transactions with subsidiary RST Technologies Pvt. Ltd. and associate Datapoint Impex Pvt. Ltd. Stated to be at arm's length.
  • Internal Financial Controls: Management asserts adequacy, but auditors were unable to obtain sufficient evidence.
  • Corporate Social Responsibility (CSR): Provisions of Section 135 of the Companies Act, 2013 are not applicable to the company.
  • Fraud Reporting: Management declared a police complaint filed against Mr. Navneet Singh Gogia and others for recovery of money.
  • Litigation: A recovery suit has been filed by Red Fort Capital Finance Company Private Ltd. (₹7.78 Cr demanded). Matter is under arbitration.

Capital Structure Impact

  • Preferential Allotment: The Board on May 12, 2025, approved the allotment of 20,56,965 Equity Shares of ₹10/- each at a price of ₹29/- each (including a premium of ₹19/- each) aggregating to ₹5,96,51,985. This significantly increased the paid-up capital from ₹1,00,00,000 to ₹3,05,69,650.

Cash Flow Implications

  • The company has incurred significant cash losses from operating activities.
  • Cash inflow from financing activities during the year was primarily from the preferential issue of shares (₹5,96,51,985).
  • Net decrease in cash and cash equivalents during the year was ₹39,34,672 (Standalone).

Forward-Looking Guidance

  • The Management Discussion & Analysis discusses strategies focusing on pre-sales, design schematics, and exploring turnkey projects.
  • It acknowledges challenges like margin pressure, rupee volatility, talent retention, and operational costs.
  • The report includes standard disclaimers that statements are forward-looking and subject to risks.