Key Financial Performance

Financial Highlights (Standalone) for FY 2025-26 vs FY 2024-25:

  • Revenue from Operations: ₹67.70 crore (previous year: ₹87.56 crore)
  • Other Income: ₹11.67 crore (previous year: ₹4.56 crore)
  • Total Income: ₹79.36 crore (previous year: ₹92.12 crore)
  • Total Expenses: ₹96.71 crore (previous year: ₹74.04 crore)
  • Profit/(Loss) Before Tax: (₹17.35 crore) loss (previous year: ₹18.08 crore profit)
  • Tax Expense:
  • Current Tax: ₹0.00 crore (previous year: ₹4.38 crore)
  • Deferred Tax: (₹4.39 crore) (previous year: ₹0.15 crore)
  • Net Profit/(Loss) After Tax: (₹12.96 crore) loss (previous year: ₹13.70 crore profit)
  • Earnings Per Share (Basic & Diluted): -₹0.01 (previous year: ₹0.01)

Financial Position as at 31st March 2026:

  • Authorized Share Capital: ₹11.50 crore (2.30 crore equity shares of ₹5 each)
  • Paid-up Share Capital: ₹11.49 crore (2.30 crore equity shares of ₹5 each)
  • Reserves and Surplus: ₹67.91 crore (previous year: ₹80.81 crore)
  • Total Borrowings:
  • Long-term: ₹0.43 crore
  • Short-term: ₹32.68 crore
  • Total Assets: ₹120.30 crore (previous year: ₹101.08 crore)

Key Financial Ratios

  • Current Ratio: 0.43 (previous year: 1.94)
  • Debt Equity Ratio: 0.52 (previous year: 0.10)
  • Debt Service Coverage Ratio: -34.96 (previous year: 35.23)
  • Inventory Turnover Ratio: 184.67 (previous year: 13.25)
  • Trade Receivables Turnover Ratio: 27.20 (previous year: 25.90)
  • Net Profit Margin: -0.19% (previous year: 0.16%)

Operational Highlights

  • The company operates as a redistribution stockist for Hindustan Unilever Limited (HUL) in the FMCG sector
  • Core distribution operations remained stable despite challenging economic environment
  • The loss was primarily attributed to volatility in financial markets affecting overall performance
  • Company continues to invest in strengthening distribution capabilities and digital initiatives

Corporate Governance and Board Details

Board Composition as on 31st March 2026:

1. Mr. Vijaykumar Khemani - Chairman & Managing Director (DIN: 02227389)

2. Mr. Amitkumar Khemani - Whole Time Director & CFO (DIN: 02227413)

3. Mrs. Anupa Amitkumar Khemani - Non-Executive Director (DIN: 07360209)

4. Mr. Balkishan Ramsnehi Agarwal - Independent Director (DIN: 07403295)

5. Mr. Mukeshkumar Devidutt Kabra - Independent Director (DIN: 07987025)

6. Mrs. Pratibha Pankaj Gulgulia - Independent Director (DIN: 07121815) - appointed w.e.f. 20/08/2025

Key Managerial Personnel:

  • Mr. Vijaykumar Khemani - Chairman & Managing Director
  • Mr. Amitkumar Khemani - Whole Time Director & CFO
  • Ms. Charmi Soni - Company Secretary & Compliance Officer

Board Meetings:

Four Board meetings held during FY 2025-26 on: 21/05/2025, 20/08/2025, 12/11/2025, and 13/02/2026

Dividend and Reserves

  • No dividend recommended for FY 2025-26 due to loss incurred
  • No amount transferred to reserves during the year
  • No unclaimed dividend balance

Statutory Appointments

Auditors:

  • Statutory Auditors: B Chordia & Co., Chartered Accountants (FRN: 121083W)
  • Recommended for re-appointment for second term of 5 years from conclusion of 15th AGM till conclusion of 20th AGM
  • Secretarial Auditor: Mr. Bhaveshkumar Rawal, Company Secretary in Practice (FCS: 8812)
  • Appointed for term from 01/04/2025 to 31/03/2030
  • Internal Auditor: Ravindra Dhakkar, Chartered Accountants

Corporate Social Responsibility (CSR)

  • CSR Obligation: ₹40.93 lakh (2% of average net profit of ₹20.51 crore)
  • CSR Amount Spent: ₹41.00 lakh
  • Primary Beneficiary: Khemani Welfare Foundation (CSR Registration No. CSR00038066)
  • Focus Areas: Welfare activities in Surat, Gujarat

Regulatory Compliance and Actions

  • The company received a fine of ₹5,900 from BSE for delayed submission of related party transactions disclosure for half year ended 30th September 2025
  • Fine was paid on 23rd December 2025
  • Company states it has strengthened internal controls to avoid recurrence

Related Party Transactions

Significant transactions with related parties include:

  • Loans given to Onyx Partners: ₹253.35 crore (outstanding: ₹44.85 crore)
  • Loans given to Onyx SaaS Private Limited: ₹95.75 crore (outstanding: ₹304.39 crore)
  • Remuneration to directors: ₹15.00 lakh total
  • Rent payments to relatives of directors: ₹7.12 lakh

Annual General Meeting Details

  • 15th AGM Date: 04th August 2026
  • Time: 11:00 AM
  • Venue: Registered Office at Plot No. D/91-92, Laxminarayan Industrial Park, BRC Compound, Udhna-Bhestan Road, Surat-394210, Gujarat

Agenda Items:

1. Adoption of audited financial statements for FY 2025-26

2. Re-appointment of Mrs. Anupa Amitkumar Khemani as director retiring by rotation

3. Re-appointment of B Chordia & Co. as statutory auditors for second term of 5 years

Shareholding Pattern

  • Promoter & Promoter Group Holding: 75.00% (1.72 crore shares)
  • Public Holding: 25.00% (57.44 lakh shares)
  • Major Promoters:
  • Vijaykumar Khemani: 51.64% (1.19 crore shares)
  • Gryffin Advisory Services Pvt. Ltd.: 14.63% (33.60 lakh shares)
  • BSAS Infotech Limited: 4.69% (10.78 lakh shares)

Key Developments and Future Outlook

  • Company is exploring establishment of Carrying and Forwarding (C&F) depot with leading FMCG brands
  • Focus on expanding presence in South Gujarat region within Modern Trade segment
  • Continued investment in digital transformation and supply chain optimization
  • Management remains optimistic about long-term prospects despite current challenges

Additional Information

  • The company is listed on BSE SME Platform
  • Annual report available on company website: www.khemanigroup.net
  • Registrar and Share Transfer Agent: Bigshare Services Private Limited
  • Bankers: Kotak Mahindra Bank, Axis Bank, ICICI Bank, HDFC Bank, Barclays Bank PLC