Annual General Meeting Details

  • Meeting Date: Thursday, July 9, 2026
  • Time: 12:30 PM IST
  • Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Record Date: Friday, July 3, 2026
  • Remote e-Voting Period: July 5, 2026 (9:00 AM) to July 8, 2026 (5:00 PM) through NSDL

Agenda Items

Ordinary Business

1. Item 1: Adoption of audited financial statements for FY26 comprising Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, and Statement of Changes in Equity

2. Item 2: Re-appointment of Mr. Pawan Kakra (DIN: 01301671) as Non-Executive Director liable to retire by rotation

Special Business

3. Item 3: Re-appointment of Mr. Gajender Kumar Sharma (DIN: 08073521) as Whole-Time Director and CFO with specified remuneration structure:

  • Basic Salary: ₹38,583 per month
  • Housing Allowance: ₹18,822 per month
  • Medical Reimbursement: ₹16,500 per annum
  • Leave Travel Assistance: One month's basic salary per annum
  • Car Reimbursement: ₹23,500 per month
  • Other allowances: ₹2,654 per month
  • Provident Fund: 12% of ₹15,000 (₹1,800 per month)
  • Total remuneration: ₹9.82 lakhs per annum (same as previous year)
  • Appointment period: Till AGM 2027

4. Item 4: Special Resolution to increase borrowing limits to ₹2.75 crores under Section 180(1)(c) of Companies Act, 2013

5. Item 5: Special Resolution to approve availing inter-corporate loans/loans from promoters and directors up to ₹2.75 crores under Sections 73, 179(3), 185, 186

6. Item 6: Special Resolution to approve related party transactions up to ₹2.75 crores per financial year under Section 188 and SEBI LODR Regulation 23

Financial Performance (FY2025-26)

  • Revenue from Operations: ₹8.70 lakhs (Previous year: ₹120.25 lakhs)
  • Loss before interest, depreciation, and taxes: ₹(73.30) lakhs (Previous year: ₹(103.69) lakhs)
  • Finance Costs: ₹4.61 lakhs (Previous year: ₹1.42 lakhs)
  • Depreciation: ₹0.89 lakhs (Previous year: ₹1.77 lakhs)
  • Net Loss: ₹(78.80) lakhs (Previous year: ₹(106.78) lakhs)
  • Accumulated Losses: ₹6,296.12 lakhs (Previous year: ₹6,218.07 lakhs)
  • No dividend recommended due to losses

Key Financial Position (as at March 31, 2026)

  • Total Assets: ₹70.60 lakhs (Previous year: ₹65.78 lakhs)
  • Property, Plant and Equipment (Net): ₹2.81 lakhs (Previous year: ₹5.83 lakhs)
  • Inventories: ₹12.00 lakhs (Previous year: ₹7.23 lakhs)
  • Cash and Cash Equivalents: ₹2.05 lakhs (Previous year: ₹2.00 lakhs)
  • Total Equity: Negative ₹(3,356.45) lakhs (Previous year: Negative ₹(3,278.40) lakhs)
  • Current Liabilities: ₹3,423.55 lakhs (Previous year: ₹3,338.42 lakhs)
  • Borrowings: ₹67.86 lakhs (Previous year: Nil)

Board and Management Changes

  • Ms. Swastika Kumari resigned as Independent Director effective June 20, 2025
  • Ms. Hemlata Gupta appointed as Independent Director effective May 17, 2025
  • Mr. Vivek Saxena appointed as Independent Director effective July 29, 2024
  • Mr. Pawan Kakra appointed as Chairman & Non-Executive Director effective May 23, 2024
  • Changes in Company Secretary position:
  • Ms. Charu Sharma resigned effective September 5, 2025
  • Mr. Neeraj appointed November 6, 2025 and resigned November 29, 2025
  • Ms. Anjali Tiwari appointed January 17, 2026

Key Operational Highlights

  • Company engaged in retailing of men's garments with efforts to generate revenue through e-commerce
  • No material related party transactions during FY26
  • No subsidiaries, associates, or joint ventures
  • 6 permanent employees as of March 31, 2026
  • Listed on BSE Limited; annual listing fees paid for 2025-26

Auditor Reports

Statutory Auditors: Khandelwal Jain & Co., Chartered Accountants

  • Emphasis on material uncertainty related to going concern due to accumulated losses and negative net worth
  • No fraud reported during the financial year

Secretarial Auditors: Lalit Singhal & Associates, Company Secretaries

  • One observation: Promoter shareholder Valentino Fashion Group S.P.A, Italy has not dematerialized its shares despite reminders
  • Company has applied to stock exchange for exemption from Regulation 31(2)

Other Disclosures

  • Shareholding Pattern: Promoters hold 74.32%, Public holds 25.68%
  • Dematerialization Status: 89.17% shares dematerialized, 10.83% in physical form
  • Registrar & Share Transfer Agent: Skyline Financial Services Pvt. Ltd., New Delhi
  • Bankers: Indian Overseas Bank, HDFC Bank, Axis Bank, Punjab National Bank, Yes Bank, State Bank of India

Voting Instructions

Detailed instructions provided for remote e-voting through NSDL platform and participation in virtual AGM