Key Board Decisions

1. Financial Results Approval: The Board considered and approved the audited financial results for the quarter and financial year ended March 31, 2026. The results were reviewed by the Audit Committee and audited by M/s. Bhagwagar Dalal & Doshi, Chartered Accountants, who issued an unmodified opinion.

2. Dividend Recommendation: The Board recommended a Final Dividend of ₹0.75 (7.5%) per equity share (face value ₹10 each) for FY26, subject to shareholder approval at the ensuing Annual General Meeting.

3. Fundraising via Preferential Warrants: The Board approved raising funds by creating and issuing up to 25,00,000 (Twenty Five Lakh) fully convertible unlisted equity warrants on a preferential basis. Each warrant carries the right to subscribe to one equity share of face value ₹10. The issue price will be determined in accordance with SEBI ICDR Regulations, 2018. The allottees will include both Promoter(s) and Non-Promoter(s).

  • Impact on Promoter Holding: Pre-preferential holding of promoters is 1,16,65,847 equity shares (55.25%). Post-preferential holding (after 100% conversion of warrants allotted to promoters) would be 1,41,65,847 equity shares (59.99%).

4. Internal Auditor Appointment: The Board appointed M/s. Anand R. Chandak & Company, Chartered Accountants, as Internal Auditors for FY2026-27, effective May 28, 2026. The firm has over 10 years of experience in various domains including taxation, M&A, and due diligence.

Financial Results Highlights (Standalone)

For Quarter Ended March 31, 2026:

  • Total Revenue: ₹2,131.14 lakh
  • Profit Before Tax: ₹742.64 lakh
  • Profit After Tax: ₹547.83 lakh
  • Total Comprehensive Income: ₹1,083.12 lakh
  • Basic & Diluted EPS: ₹2.59

For Financial Year Ended March 31, 2026:

  • Total Revenue: ₹6,996.58 lakh
  • Profit Before Tax: ₹2,085.47 lakh
  • Profit After Tax: ₹1,530.65 lakh
  • Total Comprehensive Income: ₹2,078.07 lakh
  • Basic EPS: ₹7.46; Diluted EPS: ₹7.25
  • Paid-up Equity Capital: ₹2,111.40 lakh (2,11,13,986 shares of ₹10 each)
  • Other Equity: ₹15,158.21 lakh

Key Financial Ratios (FY26):

  • Debt-Equity Ratio: 1.90 times
  • Net Worth: ₹16,616.67 lakh
  • Net Profit Margin: 21.88%
  • GNPA: 1.29%
  • NNPA: 0.78%
  • Overall Provision Coverage Ratio: 82.64%

NCD and Security Cover Disclosures

1. NCD Issuance: During Q4 FY26, the company issued 3,000 fully paid, senior, secured, rated, listed, redeemable, taxable Non-Convertible Debentures (NCDs) of face value ₹1,00,000 each (aggregating ₹30 crore) at a discount of ₹2,000 per NCD. These are listed on BSE and secured by an exclusive hypothecation charge over specified receivables (120% cover).

2. Outstanding NCDs as of March 31, 2026:

  • ISIN INE545L07036: ₹5,000 lakh (₹50 crore) outstanding with Catalyst Trusteeship Limited as trustee.
  • ISIN INE545L07044: ₹3,000 lakh (₹30 crore) outstanding with Catalyst Trusteeship Limited as trustee.

3. Security Cover Certificate: The auditors, Bhagwagar Dalal & Doshi, certified that the security cover for outstanding NCDs is maintained as per debenture trust deeds. The certificate noted some delays in submitting quarterly compliance statements (ALM statement for Q4 FY26 submitted on May 18, 2026; security cover certificates for Q2 and Q3 FY25 submitted in December 2025 and February 2026, respectively).

4. Financial Covenant Compliance: The company complied with all financial covenants as per debenture trust deeds, including:

  • Debt-to-Equity Ratio: 0.64x (within 3.00x limit)
  • Capital Adequacy Ratio: 33.84% (above 25% requirement)
  • Tier-I Capital: 33.84% (above 18% requirement)
  • GNPA: 1.29% (within 3.00% limit)
  • NNPA: 0.78% (within 2.00% limit)
  • Tangible Net Worth: ₹16,958.44 lakh (above ₹10,000 lakh requirement)
  • Minimum Credit Rating: CRISIL BBB/Stable maintained

Utilization of Proceeds

  • The ₹30 crore raised through NCDs (ISIN INE545L07044) in March 2026 was fully utilized for the stated object of "onward lending." No material deviation or variation in the use of proceeds was reported.

Other Compliance Disclosures

  • The company filed necessary statements under Regulation 52(4) of SEBI Listing Regulations.
  • The trading window will open after 48 hours of the results being made public, i.e., after Saturday, May 30, 2026.
  • The Board meeting commenced at 2:15 PM and concluded at 6:30 PM.

Auditor Declarations

  • Meghraj Sohanlal Jain, Chairman & Managing Director, declared that the statutory auditors issued an unmodified opinion on the annual audited financial results.