Board Meeting Details & Outcomes

A meeting of the Board of Directors was convened on Thursday, 28th May 2026, from 5:30 PM to 7:30 PM at the company's registered office in Ahmedabad. The following items were approved:

  • Noted and recorded the annual disclosure of interest by directors (Form MBP-1 and DIR-8).
  • Noted and recorded the annual declaration from Independent Directors as per the Companies Act, 2013, and SEBI LODR.
  • Appointed M/s. Khandar and Co., Chartered Accountants (Proprietor: Mr. Arpit Khandar, ICAI Mem. No. 112822, Firm Reg. No. 122897W), as Internal Financial Auditors for FY 2026-27. The term is for one financial year, with remuneration to be decided by the Board in consultation with the Audit Committee. The scope includes auditing all financial transactions and internal controls.
  • Noted and recorded the Certificate of Non-Disqualification of Directors for FY 2025-26.
  • Reviewed and approved the Audited Standalone Financial Results for Q4 and FY ended 31st March 2026, prepared under Ind AS.
  • Authorized Mr. Kartik J Patel, Chairman and Managing Director, to fix the Record Date/Book Closure dates, propose the AGM date, time, venue, and e-voting details for the AGM for FY 2025-26.
  • Noted and recorded the Annual Secretarial Compliance Report for FY 2025-26.
  • Approved the Draft Secretarial Audit Report (Form MR-3) for inclusion in the annual report.
  • Authorized Mr. Kartik J Patel to appoint scrutinizers for polling and e-voting at the ensuing AGM.
  • Authorized Mr. Kartik J Patel to appoint a depository for providing e-voting facilities.

Audited Financial Results (Standalone)

Financial Performance for Year Ended 31st March 2026 (₹ in Lakhs):

| Particulars | 31 March 2026 (Audited) | 31 March 2025 (Audited) |

| Profit for the year | 18.82 | (127.56) |

| Earnings Per Share (₹) | 0.37 | Not Stated |

Financial Position as at 31st March 2026 (₹ in Lakhs):

| Particulars | 31 March 2026 (Audited) | 31 March 2025 (Audited) |

| Total Assets | 349.47 | 321.75 |

| Equity Share Capital | 1,080.02 | 1,080.02 |

| Other Equity | (951.11) | (969.93) |

| Total Equity | 128.91 | 110.09 |

| Total Liabilities | 220.56 | 211.66 |

| Non-Current Borrowings | 132.07 | 155.37 |

| Trade Payables | 3.39 | 2.73 |

| Other Current Liabilities | 85.00 | 53.56 |

| Cash and Cash Equivalents | 0.46 | 2.50 |

| Trade Receivables | 59.16 | 0.00 |

| Other Current Assets | 4.24 | 22.55 |

| Investments | 36.40 | 36.40 |

| Deferred Tax Assets (Net) | 40.37 | 51.26 |

| Other Non-Current Assets | 208.75 | 208.75 |

Cash Flow for Year Ended 31st March 2026 (₹ in Lakhs):

| Particulars | 31 March 2026 (Audited) | 31 March 2025 (Audited) |

| Net Cash from Operating Activities | 21.23 | (90.14) |

| Net Cash from Investing Activities | 0.03 | (0.46) |

| Net Cash from Financing Activities | (23.30) | 46.00 |

| Net Decrease in Cash | (2.04) | (44.60) |

Auditor's Report & Qualifications

The statutory auditors, M/s. MAAK & Associates (Firm Reg. No. 135024W), issued a qualified opinion on the financial results. The key qualifications are:

1. Advance for Land (₹208.75 Lakhs): An unsecured advance paid to certain parties for land has not resulted in registration. The auditors were not provided with registered agreements or party confirmations.

2. Memorandum of Association (MoA) Object Clause: The company organized a Polo championship event (league-based format) in the previous year. While income was accounted for, the auditors note the company's MoA has not been amended to specifically include event management/sports activities, and they are unable to comment on compliance with stated objects. Related expenses are shown under prepaid expenses.

3. Revenue Recognition (Ind AS 115): Revenue from the Polo event in FY 2024-25 and 2025-26 lacks alignment with Ind AS 115. The auditors were not provided with sufficient evidence (agreements with sponsors, franchisees, etc.) to ascertain accurate recognition and timing.

4. Potential Deposit Violation: Certain customer advances have been outstanding for more than 365 days without adjustment/refund, potentially qualifying as deposits under Sections 73-76 of the Companies Act, 2013. The company has not complied with related provisions, and the impact is undetermined.

Emphasis of Matter: The auditors emphasized that the investment in Khyati Retail & Eatery Pvt Ltd is reported at book value, and they were not provided evidence to confirm it matches fair value.

Management's Response to Qualifications

Management provided views in Annexure B:

  • Land Advance: Believes the advance is recoverable as the parties are approachable. If unrecovered, it would be written off, increasing losses.
  • MoA Object Clause: Argues that the Polo event is covered under existing clauses for "sports entertainment".
  • Revenue Recognition: States revenue was recognized on a cash basis due to the absence of finalized written agreements with franchisees, as it was the company's first such event.
  • Customer Advances: States the intention was to accept advances against services. Due to a lack of acceptance from customers, invoices couldn't be raised. Management has decided to refund the advances subject to fund availability.
  • Impact: Management asserts the qualifications have no quantified financial impact on the reported turnover (₹51.61 Lakhs), total expenditure (₹21.84 Lakhs), net profit (₹18.82 Lakhs), EPS (₹0.37), assets, liabilities, or net worth.

Other Information

  • The company operates in a single segment.
  • Previous period figures have been regrouped/reclassified for comparability.
  • The financial results were reviewed by the Audit Committee and approved by the Board on 28/05/2026.