Board Meeting Outcomes

The Board of Directors meeting, held on November 05, 2026 (5:30 PM to 8:45 PM), approved two key items:

1. The Unaudited Financial Results for the quarter ended September 30, 2026, together with the Limited Review Report from the statutory auditors, for submission to the stock exchanges under Regulation 33.

2. A proposal to raise funds through the issuance of secured, unlisted, unrated, redeemable Non-Convertible Debentures (NCDs) aggregating up to ₹10 Crore.

Details of Proposed NCD Issuance

| Particulars | Details |

| Type of Instrument | Secured, Unlisted, Unrated, Redeemable, Fully Paid Non-Convertible Debentures |

| Total Size | Up to ₹5 Crores (Contradiction exists; body text states ₹10 Cr, annexure states ₹5 Cr) |

| Tenure | 39 months from the date of allotment |

| Coupon Rate | 12% per annum, payable half-yearly |

| Listing | Unlisted |

| Charge/Security | Charge over the Receivables of the Company in favour of the Debenture Trustee |

Financial Performance Highlights (Standalone)

For the Quarter Ended September 30, 2026 (Q2 FY27):

  • Total Income: ₹446.76 Lakh
  • Profit before tax: ₹339.83 Lakh
  • Tax Expense: ₹80.75 Lakh
  • Net Profit for the period: ₹259.09 Lakh
  • Basic & Diluted EPS (not annualized): ₹0.07

For the Half-Year Ended September 30, 2026 (H1 FY27):

  • Total Income: ₹938.09 Lakh
  • Profit before tax: ₹369.66 Lakh
  • Tax Expense: ₹63.76 Lakh
  • Net Profit for the period: ₹305.90 Lakh
  • Basic & Diluted EPS (not annualized): ₹0.09

Comparative Performance (H1 FY27 vs H1 FY26): The company reported a net profit of ₹305.90 Lakh for H1 FY27, a significant improvement from a net loss of ₹(560.38) Lakh in the same period last year (H1 FY26).

Key Balance Sheet Items (as of September 30, 2026)

  • Total Assets: ₹20,549.11 Lakh (Previous: ₹19,024.51 Lakh as of Mar 31, 2026)
  • Loans (Financial Assets): ₹20,035.97 Lakh
  • Borrowings (Financial Liabilities): ₹13,661.39 Lakh
  • Equity Share Capital: ₹4,999.96 Lakh (increased from ₹999.96 Lakh due to right issue)
  • Other Equity: ₹914.18 Lakh (improved from ₹(68.91) Lakh)
  • Cash and Cash Equivalents: ₹6.24 Lakh

Qualified Conclusion from Limited Review Report

The statutory auditors, JCR & Co. LLP, issued a qualified conclusion on the financial results, citing several issues:

1. Interest Expense Understatement: Interest expense has not been provided in a few loan accounts and is understated. The amount cannot be quantified as the loan documents are missing.

2. Missing Ownership Documents: The company holds unquoted investments of ₹61.68 Lakh and quoted stock-in-trade of ₹0.89 Lakh but lacks documents justifying ownership. The carrying value of these assets could not be verified.

3. Undisclosed BSE Penalty: The company failed to disclose a penalty of ₹90,000 levied by BSE, which is a deemed material event under SEBI LODR Regulations.

4. Unaccrued CFO Salary: The salary of the CFO has not been accrued or paid, and no reason was provided to the auditors.

Emphasis of Matters by Auditors

1. Right Issue: During the quarter, the company raised ₹48 Crores through a right issue, which included a share premium of ₹8 Crores.

2. Ransomware Attack: The company was hit by a ransomware cyber-attack on July 3, 2026. All financial data, including backups, were compromised and could not be recovered. Management is of the view that there was no financial loss from this event.

Other Matters Highlighted by Auditors

1. Pending RBI Approval for Management Change: An application for a change in management (which occurred in FY 2025-26) was filed physically with the RBI in August 2026. The RBI has instructed the company to file it online, which management is in the process of doing by Q3 FY27.

2. Share Issue Expenses: Share issue expenses of ₹1.23 Crores have been written off against the share premium account of ₹8 Crore.

3. Statutory Non-Compliance - Profession Tax: The company has been deducting Profession Tax (PT) from employees' salaries (₹11,600) but has not remitted it to the authorities. It also has not obtained the mandatory PT registration.

4. Statutory Non-Compliance - TDS: The company has not deducted and paid TDS amounting to ₹58,16,996 on an interest expense provision of ₹5,81,69,958.

The auditors' conclusion is not modified for these other matters.

Capital Structure Impact

A significant change in the capital structure occurred during the quarter:

  • The company issued 40,000,000 equity shares of ₹1 each via a right issue to eligible shareholders at an issue price of ₹1.20 per share (including a premium of ₹0.20 per share).
  • This increased the paid-up equity share capital from ₹999.96 Lakh (as of Mar 31, 2026 and Jun 30, 2026) to ₹4,999.96 Lakh (as of Sep 30, 2026).
  • Consequently, the EPS for previous periods has been restated for the bonus element in the right issue.