Nature of the Event

Regulatory filing pursuant to Regulation 34(1) of SEBI Listing Regulations, submitting the Annual Report for FY 2025-26 and notice convening the 48th Annual General Meeting (AGM).

Key Quantitative Figures

  • Total Income: ₹606.37 lakhs (FY26) vs. ₹5.93 lakhs (FY25)
  • Profit/(Loss) before tax: ₹596.52 lakhs profit (FY26) vs. ₹2.58 lakhs loss (FY25)
  • Profit/(Loss) after tax: ₹509.93 lakhs profit (FY26) vs. ₹2.58 lakhs loss (FY25)
  • Other Comprehensive Income/(Loss): ₹(87.97) lakhs (FY26) vs. ₹(24.73) lakhs (FY25)
  • Total Comprehensive Income: ₹421.95 lakhs (FY26) vs. ₹(27.31) lakhs (FY25)
  • Earnings Per Share (Basic & Diluted): ₹208.99 (FY26) vs. ₹(1.06) (FY25)
  • Dividend: No dividend recommended for FY26.
  • Sale of Investment: Executed Share Purchase Agreement on October 8, 2025, to sell 201,600 equity shares (2.9% stake) of Parry Enterprises India Ltd (PEIL) to Ambadi Investments Ltd (AIL) for a lump sum consideration of ₹6,02,19,936 (₹602.20 lakhs).
  • Investments (Non-Current): ₹305.31 lakhs (Mar-26) vs. ₹440.19 lakhs (Mar-25)
  • Fixed Deposits (Current): ₹572.00 lakhs (Mar-26) vs. ₹47.00 lakhs (Mar-25)
  • Cash & Cash Equivalents: ₹9.16 lakhs (Mar-26) vs. ₹5.82 lakhs (Mar-25)
  • Total Assets: ₹887.56 lakhs (Mar-26) vs. ₹494.86 lakhs (Mar-25)
  • Net Worth (Equity): ₹841.81 lakhs (Mar-26) vs. ₹419.86 lakhs (Mar-25)
  • Paid-up Equity Share Capital: ₹24.40 lakhs (2,44,000 shares of ₹10 each)

Dates of Action

  • AGM Date: September 15, 2026, at 2:00 PM IST.
  • E-Voting Cut-off Date: September 8, 2026.
  • E-Voting Period: September 11, 2026 (9:00 AM IST) to September 14, 2026 (5:00 PM IST).
  • Board Approval for PEIL Sale: September 22, 2025.
  • Share Purchase Agreement Execution: October 8, 2025.
  • Director Resignation (Mr. R Chandrasekar): May 14, 2025.
  • Company Secretary Change: Ms. Krithika Vijay Karthik resigned July 10, 2025; Ms. Lakshmi R appointed August 5, 2025.

Parties Involved

  • Regulator: BSE Limited, SEBI.
  • Registrar & Transfer Agent (RTA): KFin Technologies Limited.
  • Auditors: M/s. N Raghavan & Associates, Chartered Accountants.
  • Secretarial Auditor: M/s. Sridharan & Sridharan Associates, Practising Company Secretaries.
  • Scrutinizer for E-voting: Ms. Srinidhi Sridharan of M/s. Srinidhi Sridharan & Associates.
  • Key Counterparty: Ambadi Investments Limited (AIL) - Purchaser of PEIL shares.
  • Board of Directors: Mr. P Nagarajan (Chairman, Independent), Mr. Jeeva Balakrishnan (Non-Executive, Non-Independent), Ms. S Aparna (Independent).
  • Key Managerial Personnel: Ms. M Gayathri (CFO), Ms. Lakshmi R (Company Secretary).

Purpose or Rationale

The AGM is convened to seek shareholder approval for the adoption of audited financial statements and the re-appointment of directors. The sale of the PEIL investment was a strategic disposal. The profit surge is primarily attributed to the gain on this sale of investments.

Financial & Operational Impact

  • The sale of the PEIL investment significantly boosted profitability for FY26.
  • The company's investment portfolio composition changed post the disposal.
  • Liquidity increased substantially, reflected in higher fixed deposits and cash balances.
  • No material orders from regulators/courts impact the going concern status.

Capital Structure Impact

  • No change in issued, subscribed, or paid-up share capital during FY26 (remains 2,44,000 equity shares of ₹10 each).
  • The transaction with AIL did not involve any issuance of new shares by the company.

Cash Flow Implications

  • Cash inflow of ₹601.65 lakhs from the sale of investments.
  • Cash outflow of ₹84.94 lakhs for direct taxes paid.
  • Net cash from operating activities was an outflow of ₹91.62 lakhs.
  • Net cash from investing activities was an inflow of ₹94.96 lakhs.

Governance & Compliance

  • The Board met 5 times during FY26; Audit Committee met 5 times; NRC met twice.
  • Secretarial Audit and Statutory Audit reports contain no qualifications or adverse remarks.
  • The company has established vigil mechanism and POSH policies; no complaints were received.
  • Corporate Governance report is not applicable as paid-up capital (₹24.40 lakhs) and net worth (₹841.81 lakhs) are below specified thresholds.