Annual General Meeting Details

  • Meeting Date: September 2, 2026 (Wednesday)
  • Time: 11:00 AM (IST)
  • Mode: Video Conferencing/Other Audio-Visual Means
  • Deemed Venue: Registered Office at 37, Ring Road, Lajpat Nagar-IV, New Delhi-110024
  • Record Date: August 26, 2026
  • Book Closure: August 27, 2026 to September 2, 2026 (both days inclusive)

Agenda Items

Ordinary Business

1. Adoption of audited financial statements for FY ended March 31, 2026 together with reports of Board of Directors and Auditors

2. Appointment of Mrs. Madhu (DIN: 09065199) who retires by rotation

Special Business

3. Re-appointment of Mr. Sanjiv Bansal (DIN: 00417480) as Independent Director for second term from June 17, 2026 to June 16, 2031

4. Re-appointment of Mr. Kuldeep Kumar Dhar (DIN: 00299386) as Managing Director for five years with effect from August 14, 2026

5. Approval for material related party transactions with Morgan Securities & Credits Private Limited for FY 2026-27

6. Approval for material related party transactions with Peacock Chemicals Private Limited for FY 2026-27

Financial Performance Highlights (Standalone)

FY 2025-26 Financial Results (Amount in ₹ thousands)

  • Total Income: ₹306,528.01 (Previous year: ₹467,028.06)
  • Total Expenses: ₹223,500.44 (Previous year: ₹136,216.16)
  • Profit Before Tax: ₹83,027.57 (Previous year: ₹330,811.90)
  • Tax Expense: ₹41,583.52 (Previous year: ₹74,629.31)
  • Current Tax: ₹22,089.52
  • Adjustment of tax relating to earlier periods: ₹3,460.66
  • Deferred Tax: ₹16,033.34
  • Profit After Tax: ₹41,444.05 (Previous year: ₹256,182.59)
  • Earnings Per Share: ₹4.19 (Previous year: ₹25.88)

Key Financial Position Items as at March 31, 2026

  • Investments: ₹278,709.23 thousand (primarily in Alternative Investment Funds)
  • Borrowings: ₹196,568.85 thousand (Secured loans from NBFC: ₹166,239.67 thousand; Unsecured loans from related parties: ₹30,329.18 thousand)
  • Cash and Cash Equivalents: ₹1,757.91 thousand
  • Total Assets: ₹311,639.34 thousand
  • Equity Share Capital: ₹9,949.35 thousand (98,98,700 equity shares of ₹10 each)
  • Other Equity: ₹83,504.69 thousand

Director Appointments and Changes

  • Mr. Prayas Dubey ceased as CFO and Company Secretary effective December 31, 2025
  • Mr. Sriniwas Chandan appointed as CFO and Company Secretary effective January 1, 2026
  • Mrs. Madhu retires by rotation and offers herself for re-appointment
  • Mr. Sanjiv Bansal proposed for re-appointment as Independent Director for second five-year term
  • Mr. Kuldeep Kumar Dhar proposed for re-appointment as Managing Director for five years

Material Related Party Transactions

With Morgan Securities & Credits Private Limited

  • Nature: Loans/Advances, Inter-Corporate Deposits, Services, Investments
  • Maximum Amount for Approval: ₹200 crores
  • Transactions during FY 2026-27 till date: ₹40 lakhs
  • Pricing: Arm's length basis

With Peacock Chemicals Private Limited

  • Nature: Loans/Advances, Inter-Corporate Deposits, Services, Investments
  • Maximum Amount for Approval: ₹200 crores
  • Transactions during FY 2026-27 till date: ₹36 lakhs
  • Pricing: Arm's length basis

Justification: Transactions are in ordinary course of business at arm's length basis with entities under significant influence of Key Managerial Personnel.

Corporate Governance and Compliance

  • Statutory Auditor: D H A & Co., Chartered Accountants (appointed for 5 years from FY 2024-25)
  • Secretarial Auditor: Anuj Gupta & Associates, Practicing Company Secretaries (appointed for 5 years from FY 2025-26)
  • Internal Auditor: H. Tara & Co., Practicing Cost Accountants
  • Share Transfer Agent: Skyline Financial Services Private Limited, New Delhi
  • Board Meetings: 6 meetings held during FY 2025-26
  • CSR Committee: Constituted with Mr. Kuldeep Kumar Dhar (Chairman), Mr. Yogesh Kumar Gupta, and Mrs. Madhu as members
  • CSR Expenditure: ₹22,02,240 spent during FY 2025-26 against requirement of ₹36,69,190

Key Management Personnel

  • Mr. Prayas Dubey: Remuneration ₹4.20 lakhs (till December 31, 2025)
  • Mr. Sriniwas Chandan: Remuneration ₹4.63 lakhs (from January 1, 2026)
  • Rajesh Kumar Singh: Remuneration ₹7.29 lakhs

Legal and Regulatory Matters

Ongoing Litigation with MIDC

  • Nature: WRIT petition filed against Maharashtra Industrial Development Corporation
  • Subject: Cancellation of lease rights for land at Plot no E-18, 19, 29, and 30 in Chikalthana Industrial Area, Aurangabad, Maharashtra (76,483 sq. mtrs)
  • Carrying Value: ₹200.2 million
  • Status: Bombay High Court interim order dated September 4, 2024 permitted MIDC to take symbolic possession while physical possession remains with company until further orders
  • Management View: Confident of favorable outcome; no adjustment made to financial statements

Dividend and Reserves

  • Dividend: No dividend recommended for FY 2025-26 to conserve resources
  • Transfer to Reserves: 20% of net profit (₹828,881) transferred to statutory reserve as required by Section 45-IC of RBI Act, 1934

Shareholding Pattern

  • Promoters/Associates: 74.80%
  • Public Shareholding: 25.20%
  • Bodies Corporate: 6.75%
  • Non-Resident Indians: 0.40%
  • Foreign Nationals: 0.09%
  • Individuals: 17.49%
  • HUF: 0.45%
  • Firms: 0.01%

Other Material Information

  • The company is a Non-Banking Financial Company registered with RBI
  • Investments primarily in Equity Instruments and Alternative Investment Funds (Category II and III)
  • Company has complied with all applicable RBI regulations and directions
  • No fraud reported by auditors under Section 143(12) of Companies Act, 2013
  • No material orders passed by regulators, courts, or tribunals during the year
  • Remote e-voting period: August 29, 2026 (9:00 AM) to September 1, 2026 (5:00 PM) through NSDL

Auditor's Emphasis of Matter

Statutory auditors emphasized the ongoing litigation with MIDC regarding leasehold land, noting that the ultimate outcome is uncertain and dependent on final adjudication by the Court. Management believes carrying value does not require adjustment based on interim relief granted.