Board Meeting Outcomes

The Board of Directors meeting was held on August 10, 2026 from 6:00 p.m. to 6:15 p.m. and approved:

1. Financial Results: On the recommendation of the Audit Committee, approved the standalone and consolidated audited financial results of the Company for the quarter and year ended March 31, 2026 and limited review report thereon

2. Director Resignations:

  • Resignation of Non-Executive Director Mr. Rakesh Guda (DIN: 10755464)
  • Resignation of Independent Director Ms. Pooja Pravin Keer (DIN: 10776910)

Director Resignation Details

I. Resignation of Independent Director:

  • Name: Ms. Pooja Pravin Keer
  • Reason for resignation: To pursue other professional opportunities
  • Date of Resignation: August 10, 2026
  • Relationships between directors: N.A.

II. Resignation of Non-Executive Director:

  • Name: Mr. Rakesh Guda
  • Reason for resignation: To pursue other professional opportunities
  • Date of Resignation: August 10, 2026
  • Relationships between directors: N.A.

Resignation Letters

Both directors submitted resignation letters dated August 10, 2026 confirming:

  • Resignation effective from August 10, 2026
  • No material reason for resignation other than pursuing other professional opportunities
  • Expressions of gratitude for opportunities and support during their tenure

Financial Results Overview

Balance Sheet (as at March 31, 2026)

  • Total Assets: ₹179,028.54 lakhs (Previous year: ₹178,946.91 lakhs)
  • Non-current Assets: ₹179,003.42 lakhs (Previous: ₹178,924.48 lakhs)
  • Property, Plant and Equipment: ₹0.31 lakhs
  • Investments: ₹178,995.11 lakhs (Previous: ₹178,920.00 lakhs)
  • Loans: ₹0.25 lakhs
  • Other financial assets: ₹7.75 lakhs (Previous: ₹4.48 lakhs)
  • Current Assets: ₹25.13 lakhs (Previous: ₹22.43 lakhs)
  • Cash and cash equivalents: ₹24.01 lakhs (Previous: ₹2.23 lakhs)
  • Other current assets: ₹1.11 lakhs (Previous: ₹0.20 lakhs)

Equity and Liabilities

  • Total Equity: ₹178,759.54 lakhs (Previous: ₹178,723.82 lakhs)
  • Equity share capital: ₹1,997.25 lakhs (39,945,065 shares of ₹5 each)
  • Other equity: ₹176,762.29 lakhs (Previous: ₹176,726.56 lakhs)
  • Non-current Liabilities: ₹253.10 lakhs (Previous: ₹56.75 lakhs)
  • Borrowings: ₹153.02 lakhs (Previous: ₹55.55 lakhs)
  • Deposits: ₹86.85 lakhs
  • Other non-current liabilities: ₹13.23 lakhs (Previous: ₹1.20 lakhs)
  • Current Liabilities: ₹15.90 lakhs (Previous: ₹166.35 lakhs)
  • Trade payables: ₹5.92 lakhs (Previous: ₹153.32 lakhs)
  • Other current liabilities: ₹1.58 lakhs (Previous: ₹9.42 lakhs)
  • Provisions: ₹8.40 lakhs (Previous: ₹3.61 lakhs)

Profit & Loss Statement (Year ended March 31, 2026)

  • Revenue from operations: ₹0 (Previous: ₹0)
  • Other income: ₹0.91 lakhs
  • Employee benefit expense: ₹39.18 lakhs (Previous: ₹16.99 lakhs)
  • Finance costs: ₹8.71 lakhs (Previous: ₹2.31 lakhs)
  • Impairment loss on financial assets: ₹0 (Previous: ₹442.29 lakhs)
  • Depreciation and amortization: ₹0.04 lakhs
  • Other expenses: ₹70.57 lakhs (Previous: ₹19.24 lakhs)
  • Loss before tax: ₹(117.60) lakhs (Previous: ₹(2,541.98) lakhs)
  • Loss for the year: ₹(117.60) lakhs (Previous: ₹(2,541.98) lakhs)
  • Earnings per share (basic and diluted): ₹(0.29) (Previous: ₹(6.36))

Cash Flow Statement

  • Net cash from operating activities: ₹8.48 lakhs (Previous: ₹(88.10) lakhs)
  • Net cash used in investing activities: ₹(84.13) lakhs
  • Net cash from financing activities: ₹97.47 lakhs (Previous: ₹55.00 lakhs)
  • Net increase in cash: ₹21.78 lakhs (Previous: ₹(0.10) lakhs)
  • Cash at beginning: ₹3.33 lakhs (Previous: ₹2.33 lakhs)
  • Cash at end: ₹24.01 lakhs (Previous: ₹1.23 lakhs)

Auditor's Qualified Opinion

R B Jain & Associates issued a qualified opinion citing:

Basis for Qualified Opinion

1. Investment in Optionally Convertible Debentures: During the year, the Company acquired rights in 75,93,900 Optionally Convertible Debentures (OCDs) of face value of ₹10 each carrying interest @ 0.1% p.a. of Ultravolt Power Private Limited together with related contractual rights and securities for an aggregate consideration of ₹75.10 lakhs. The Company represented that the acquisition price was determined based on management's commercial assessment but did not obtain independent valuation or due diligence. Consequently, auditors were unable to obtain sufficient evidence regarding fair value and recoverable amount.

Key Audit Matters

1. Expected Credit Loss Assessment: The Company recognized 100% Expected Credit Loss (ECL) on certain financial assets pertaining to period prior to CIRP implementation. Management represented these assets could not be recovered during CIRP process.

Emphasis of Matter

Auditors drew attention to:

1. Corporate Governance Framework: During part of the year, position of Company Secretary remained vacant and Internal Auditors were not appointed. Management represented both appointments made subsequent to year end due to CIRP implementation.

2. Security Deposits: Security deposits aggregating ₹86.85 lakhs received from Partnership Firm and Proprietorship Firms in connection with long-term supply contracts. Deposits were subsequently refunded during succeeding financial year except ₹25 lakhs outstanding to one party as on March 31, 2026.

3. Stock Exchange Penalties: Penalties imposed by Stock Exchange(s) for listing related non-compliances disclosed in Note 16.

4. Audit Trail: Accounting software did not maintain effective audit trail (edit log) feature as required under Rule 3(1) of Companies (Accounts) Rules, 2014. Management initiated corrective measures.

5. Share Issuance: Note 7 states issuance and transfer of new equity shares pertain to previous year.

Other Matter

Financial statements of foreign subsidiary in Seychelles were audited by independent auditor. Opinion on carrying value of investment based solely on other auditor's report.

Annexure A - CARO Report

(i) Property, Plant and Equipment

  • Proper records maintained
  • Physical verification conducted at reasonable intervals
  • No material discrepancies noticed
  • Title deeds of immovable properties held in Company's name

(iii) Loans, Advances, Guarantees, Securities, or Investments

  • No loans or advances in nature of loans provided during year
  • Investments made based on management's commercial assessment without independent valuation
  • Accounts receivable and loans receivable amounting to ₹6.14 crore overdue for more than ninety days. Management provided for these overdue balances. These receivables bartered/substituted with assigned loan asset from company under CIRP having nominal value of ₹25.00 crore, but not recognized due to uncertainty of recovery.

(vii) Statutory Dues

  • Undisputed statutory dues generally deposited regularly except certain delays in TDS deposit
  • No disputed statutory dues

(xiv) Internal Audit System

  • Internal auditor appointed after end of financial year
  • No internal audit system in place during the year

(xix) Financial Position (Going Concern)

  • Resolution plan fully implemented only in July 2025
  • Management actively pursuing business opportunities and initiated discussions/contracts for future operations
  • Financial statements prepared on going concern basis

Annexure B - Internal Financial Controls Report

Qualified Opinion

Company did not maintain adequate internal financial controls over financial reporting due to:

  • Internal Auditor not appointed during the year
  • Formal internal audit function not in place during reporting period
  • Absence represents material weakness in monitoring of controls component
  • No compensating controls or alternative independent review mechanisms established

Significant Notes to Financial Statements

Note 4(a): Investments

  • Unquoted investments: ₹179,787.51 lakhs (Previous: ₹179,787.50 lakhs)
  • Tekno Point Merchantile Co. Pvt Ltd: ₹442.29 lakhs
  • Radha Madhav Research & Trade Pvt Ltd: ₹442.29 lakhs
  • Worldwide Industries FZE: ₹140.96 lakhs
  • PP Metalix Limited: ₹284.25 lakhs
  • Less: Provision for diminution: ₹(867.50) lakhs
  • Debt Investment: 75,93,900 OCDs of Ultravolt Power Private Limited @ 0.1% p.a. interest for ₹75.10 lakhs
  • Security: Corporate guarantees from Ushdev Windpark Private Limited and Hurricane Windfarm Private Limited aggregating to maximum exposure of ₹71.46 crore. Pledge over 1,10,000 equity shares of Hurricane Windfarms Private Limited.

Note 7: Equity Share Capital

  • Authorized capital: 40,000,000 equity shares of ₹5 each (₹2,000.00 lakhs)
  • Paid-up capital: 39,945,065 equity shares of ₹5 each (₹1,997.25 lakhs)
  • Shareholding pattern: Metal Industrial Pte Ltd holds 37,076,072 shares (92.82%)
  • Cancellation: 1,50,00,000 equity shares allotted upon conversion of share warrants during 2019-20 cancelled pursuant to Resolution Plan
  • New issuance: 3,90,73,325 new equity shares issued to Resolution Applicant at premium of ₹453 per share
  • Transfer: 5% shareholding transferred to Monext Trading Private Limited completed on May 10, 2025

Note 18: Corporate Insolvency Resolution Process

  • CIRP admitted by NCLT on June 4, 2021
  • Mr. Mayank Jain appointed as Resolution Professional
  • Resolution Plan approved in CoC meeting on January 24, 2022
  • NCLT approved Resolution Plan on December 6, 2023
  • Interim Monitoring Agency dissolved on December 10, 2024
  • Management handed over to resolution applicant on December 23, 2024
  • Resolution plan fully implemented by July 2025

Note 19: Going Concern

Despite operational inactivity during CIRP period, management continues to prepare financial statements on going concern basis as they are actively pursuing business opportunities and have initiated discussions/contracts for future operations.

Note 33: Events after Reporting Period

  • On April 24, 2026, lenders irrevocably waived interest payable on unsecured loans pertaining to FY26 amounting to ₹6.62 lakhs
  • Considered non-adjusting event, so interest liability and finance cost accrued up to March 31, 2026 remains reflected
  • Effect of waiver will be recognized in subsequent period
  • Internal Auditor and Company Secretary appointed as per Companies Act requirements

Note 34: Prior Period Expenses

Identified that certain expenses relating to director remuneration and depository expenses pertaining to FY25 were not recorded in respective year and recognized on payment basis in current year. Comparative figures restated increasing FY25 expenses by ₹5.87 lakhs.