Key Quantitative Figures

  • Revenue from Operations: ₹1,576.48 lakhs (FY25: ₹336.12 lakhs)
  • Net Profit: ₹2.21 lakhs (FY25: Net loss of ₹47.56 lakhs)
  • Accumulated Losses: ₹505.14 lakhs (FY25: ₹507.34 lakhs)
  • Net Worth: Negative ₹82.18 lakhs (FY25: Negative ₹84.38 lakhs)
  • Paid-up Equity Share Capital: ₹392.90 lakhs (39,29,000 equity shares of ₹10 each)
  • Forfeited Shares: ₹30.06 lakhs (12,02,400 equity shares of ₹2.50 each)
  • Total Borrowings: ₹21.35 lakhs (FY25: ₹136.35 lakhs)
  • Cash and Cash Equivalents: ₹15.05 lakhs (FY25: ₹1.16 lakhs)
  • Earnings Per Share: ₹0.06 (FY25: Loss of ₹1.21 per share)

Dates of Action

  • AGM Date: Wednesday, 30th September 2026 at 01:00 PM via Video Conference
  • Cut-off Date for E-voting: Wednesday, 23rd September 2026
  • Remote E-voting Period: Sunday, 27th September 2026 (9:00 AM) to Tuesday, 29th September 2026 (5:00 PM)
  • Book Closure: Thursday, 24th September 2026 to Wednesday, 30th September 2026 (both days inclusive)
  • Financial Year: April 1, 2025 to March 31, 2026

Parties Involved

  • Stock Exchange: BSE Limited
  • Registrar & Share Transfer Agent: MUFG Intime India Private Limited
  • Statutory Auditors: M/s Bakliwal & Co., Chartered Accountants
  • Secretarial Auditors: M/s Jay Bhatt & Associates, Company Secretaries
  • Internal Auditors: M/s S.K. Lahoti & Co.
  • Bankers: State Bank of India

Business Operations and Strategy

The company has transitioned from its previous business of manufacturing, trading, and dealing in machinery and industrial products to focusing on:

1. Jewellery, Gems & Precious Metals - including gold, silver, diamonds, pearls, precious stones, bullion, and artefacts

2. Agro & Food Products - trading, import, export of agricultural, horticultural, and agro-based products

3. Manufacturing & Processing - continuing capabilities in machinery and industrial products

The management remains focused on strengthening operational efficiencies, enhancing revenue streams, and implementing cost optimization measures.

Capital Structure Changes

  • Authorized Share Capital: Increased from ₹20,00,00,000 to ₹50,00,00,000 divided into 5,00,00,000 equity shares of ₹10 each, approved at EGM on March 31, 2026
  • Rights Issue: Board approved raising up to ₹69 crores through Rights Issue at ₹18 per share (₹10 face value + ₹8 premium) on July 3, 2026
  • No change in issued, subscribed, and paid-up equity share capital during the year

Director Appointments and Changes

Appointments during FY26:

  • Mr. Rakesh Agrawal (DIN: 11094066) as Additional Director (Non-Executive Independent) from December 6, 2025
  • Ms. Preeti Vijayvargia (DIN: 11095253) as Additional Director (Non-Executive Independent) from December 6, 2025
  • Mr. Sam Sharda Fernandes (DIN: 02051319) as Additional Director (Executive) from April 30, 2026
  • Mrs. Monika Soni appointed as Company Secretary from October 28, 2025
  • Mr. Sam Sharda Fernandes appointed as CFO from February 9, 2026

Resignations during FY26:

  • Mr. Pranam Harish Mehta (Non-Executive Independent Director) resigned August 5, 2025
  • Mr. Rajesh Kumar Kothari (Non-Executive Independent Director) resigned December 5, 2025
  • Mr. Sagar B. Shah (Non-Executive Independent Director) resigned December 5, 2025
  • Mrs. Mamta Nilesh Kothari (CFO) resigned December 5, 2025
  • Mr. Kalpesh Chandrakant Joshi (Company Secretary) resigned August 5, 2025

AGM Agenda Items

Ordinary Business:

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

2. Re-appointment of Mrs. Nikita D. Kothari (DIN: 07780991) who retires by rotation

Special Business:

3. Appointment of Mr. Rakesh Agrawal as Non-Executive Independent Director for 5 years

4. Appointment of Mr. Sam Sharda Fernandes as Executive Director & CFO

5. Appointment of Ms. Preeti Vijayvargia as Non-Executive Independent Director for 5 years

6. Appointment of M/s. Jay Bhatt & Associates as Secretarial Auditors for 5 years

Auditor Reports

Statutory Auditor's Report (M/s Bakliwal & Co.):

  • Unqualified opinion with emphasis on material uncertainty related to going concern
  • Company has accumulated losses of ₹505.14 lakhs and negative net worth of ₹82.18 lakhs
  • Auditor notes improved performance with revenue growth and net profit of ₹2.21 lakhs
  • Key audit matter: Assessment of going concern assumption

Secretarial Audit Report (M/s Jay Bhatt & Associates):

  • Company complied with applicable provisions of Companies Act, 2013, SEBI Regulations, and other laws
  • No instances of fraud reported by auditors

Material Events Post Balance Sheet Date

1. Acquisition of Subsidiary: Board approved acquisition of 100% equity shares of Any and Every Export Limited (Hong Kong company) on April 1, 2026

2. Rights Issue Approval: Board approved ₹69 crore Rights Issue on July 3, 2026

Financial Impact Assessment

  • Turnaround from net loss of ₹47.56 lakhs in FY25 to net profit of ₹2.21 lakhs in FY26
  • Significant revenue growth from ₹336.12 lakhs to ₹1,576.48 lakhs
  • Negative net worth position improved from ₹84.38 lakhs to ₹82.18 lakhs
  • Reduction in borrowings from ₹136.35 lakhs to ₹21.35 lakhs

Capital Structure Impact

  • No dilution during the year as no new shares were issued
  • Proposed Rights Issue may result in significant dilution upon completion
  • Increased authorized capital provides headroom for future fundraising

Cash Flow Implications

  • Net cash generated from operating activities: ₹136.90 lakhs
  • Net cash used in financing activities: ₹123.02 lakhs (mainly repayment of borrowings)
  • Net increase in cash: ₹13.88 lakhs

Governance and Compliance

  • Board met 10 times during the year with 100% attendance
  • All committees (Audit, Nomination & Remuneration, Stakeholders Relationship) functional
  • Company has adopted required policies including Vigil Mechanism, Whistle Blower, and Related Party Transactions
  • No material orders passed by regulators or courts impacting going concern status

Related Party Transactions

  • Interest paid to Director Nikita Kothari: ₹8.03 lakhs
  • Rent paid to Arham Overseas Limited: ₹2.05 lakhs
  • Remuneration to Nikita Kothari: ₹10.00 lakhs
  • Advance given to Lexoraa Bullions Private Limited: ₹54.99 lakhs

Contingent Liabilities

  • Income tax dispute for AY 2012-13: ₹14.90 lakhs

Forward-looking Statements

Management expects continued growth trajectory based on:

  • Stabilized business operations during the year
  • Last quarter revenue of ₹1,027.06 lakhs with net profit of ₹14.69 lakhs
  • Commitment from promoters to infuse additional funds as needed
  • Exploration of new business opportunities under revised business model