Key Quantitative Figures

Financial Performance (₹ in Lakhs)

  • Revenue from Operations: FY26: ₹1,133.38 vs FY25: ₹2,024.29 (44% decrease)
  • Other Income: FY26: ₹108.03 vs FY25: ₹0.00
  • Total Revenue: FY26: ₹1,241.41 vs FY25: ₹2,024.29
  • Total Expenses: FY26: ₹1,264.93 vs FY25: ₹1,983.69
  • Profit/(Loss) Before Tax: FY26: (₹23.52) vs FY25: ₹40.60
  • Net Profit/(Loss): FY26: (₹23.52) vs FY25: ₹34.60
  • Earnings Per Share (Basic & Diluted): FY26: (₹0.96) vs FY25: ₹1.41

Capital Structure

  • Authorized Share Capital: ₹90.25 crore (90.25 crore equity shares of ₹1 each)
  • Paid-up Share Capital: ₹72.24 crore (72.24 crore equity shares of ₹1 each)
  • Capital Increase: During FY26, the company converted 7.20 crore convertible warrants of ₹1 each into 72 crore equity shares of ₹1 each
  • Sub-division: Equity shares were sub-divided from ₹10 face value to ₹1 face value during the year

Balance Sheet Highlights (as of 31st March 2026)

  • Inventories: ₹1,319.64 lakhs (including gold bars)
  • Trade Receivables: ₹791.47 lakhs
  • Loans and Advances: ₹1,473.25 lakhs
  • Other Current Assets: ₹3,860.49 lakhs (includes FDR of ₹14.62 lakhs, FD Booking of ₹3,800.71 lakhs)
  • Cash and Cash Equivalents: ₹30.70 lakhs
  • Trade Payables: ₹7.21 lakhs
  • Borrowings: ₹252.00 lakhs (term loans from others)
  • Reserves & Surplus: (₹11.79) lakhs

Dates of Action

  • AGM Date: 30th September 2026 at 5:00 PM through Video Conferencing
  • Book Closure: 23rd September 2026 to 30th September 2026
  • E-voting Period: 27th September 2026 (9:00 AM) to 29th September 2026 (5:00 PM)
  • Record Date: 23rd September 2026
  • Board Meetings Held: 9 meetings during FY26 on 27th May 2025, 14th August 2025, 6th September 2025, 4th November 2025, 13th November 2025, 6th February 2026, 11th February 2026, 14th February 2026, and 20th February 2026

Parties Involved

Board of Directors

  • Mr. Babubhai Bhalabhai Makwana (Managing Director & CFO, DIN: 11527268) - appointed 20th February 2026
  • Mr. Ajit Dashrathji Thakor (Non-Executive Director, DIN: 10218830)
  • Ms. Swati Jain (Independent Director, DIN: 09436199)
  • Mr. Peeyush Sethia (Independent Director, DIN: 09850692)
  • Mr. Arpit Piyushbhai Shah (resigned as Managing Director & CFO on 20th February 2026, DIN: 08311352)

Key Managerial Personnel

  • Mr. Babubhai Bhalabhai Makwana (Managing Director & CFO)
  • Ms. Twinkle Bhardwaj (Company Secretary)

Auditors

  • Statutory Auditor: M/s. D D S & Associates, Chartered Accountants (FRN: 120362W) - appointed for FY25-26 and recommended for FY26-27 to FY30-31
  • Secretarial Auditor: M/s. Dhruvi Patel & Associates, Company Secretaries (FRN: S2025GJ1018200) for FY25-26; M/s. Jay Pandya & Associates, Company Secretaries (FRN: S2024GJ963300) recommended for FY26-27 to FY30-31
  • Internal Auditor: Not appointed for FY25-26 (noted as non-compliance)

Other Service Providers

  • Share Transfer Agent: MUFG Intime India Private Limited, Mumbai
  • E-voting Agency: National Securities Depository Limited (NSDL)

Business Developments

Change in Business Objects

The company diversified its business activities by altering the Object Clause of its Memorandum of Association to include:

  • Production, trading, import and export of agricultural commodities
  • Manufacturing and trading of jewellery, precious metals and gemstones
  • Development, construction, acquisition, sale, leasing and management of real estate properties

Registered Office Shift

The company proposed to shift its registered office from Maharashtra to Gujarat through a special resolution, subject to regulatory approvals.

Audit Qualifications and Management Response

Statutory Auditor's Qualified Opinion (M/s. D D S & Associates)

1. Non-remittance of TDS: Tax deducted at source remained unpaid to appropriate authorities; insufficient evidence to determine interest/penalties

2. Inventory at Third-party Locations: Agricultural products held at third-party locations without adequate storage agreements, confirmations, or verification records

3. Bill-to-Ship-to Transactions: Inadequate documentary evidence for certain transactions affecting revenue, purchases, and cut-off accuracy

4. Trade Advances: ₹1,215.00 lakhs given to various parties without goods received; inadequate documentation on recoverability

5. Loans and Advances: ₹238.96 lakhs without adequate loan agreements, security documents, or repayment schedules

Secretarial Auditor's Remarks (M/s. Dhruvi Patel & Associates)

1. Regulation 44(3) Compliance: Alleged delay in submitting voting results to stock exchange for EGM held on 18th April 2025 (company disputes this)

2. Internal Auditor Appointment: Company failed to appoint internal auditor for FY25-26 as required under Section 138 of Companies Act, 2013

Management Response

The management acknowledged the audit observations and stated they are taking steps to:

  • Reconcile and regularize outstanding statutory dues including TDS
  • Obtain confirmations and strengthen monitoring of inventory at third-party locations
  • Strengthen documentation for bill-to-ship-to transactions
  • Follow up on trade advances for settlement through goods receipt
  • Strengthen loan documentation and obtain necessary confirmations
  • Appoint an internal auditor

Corporate Governance

Committee Composition

  • Audit Committee: Ms. Swati Jain (Chairperson), Mr. Peeyush Sethia, Mr. Ajit Dashrathji Thakor
  • Nomination and Remuneration Committee: Ms. Swati Jain (Chairperson), Mr. Peeyush Sethia, Mr. Ajit Dashrathji Thakor
  • Stakeholders Relationship Committee: Mr. Ajit Dashrathji Thakor (Chairperson), Ms. Swati Jain, Mr. Peeyush Sethia

Meeting Attendance

  • Board Meetings: 9 meetings held, all directors attended all meetings
  • Audit Committee: 8 meetings held, all members attended all meetings
  • Nomination and Remuneration Committee: 1 meeting held, all members attended
  • Stakeholders Relationship Committee: 1 meeting held, all members attended

Shareholding Pattern

Distribution as on 31st March 2026

  • 94 shareholders total
  • 11 shareholders hold 99.947% of shares (72.20 crore shares)
  • 83 shareholders hold 0.053% of shares

Category-wise Holding

  • Promoter & Promoter Group: 0.25% (18.22 lakh shares)
  • Corporate Bodies: 99.70% (72.02 crore shares)
  • Public: 0.05% (3.62 lakh shares)
  • 100% shares are under compulsory demat segment

Other Material Information

  • Dividend: No dividend recommended for FY25-26
  • CSR: Not applicable to the company
  • Related Party Transactions: All transactions entered at arm's length basis
  • Internal Financial Controls: Company maintains adequate internal financial controls, though auditors qualified their opinion on controls
  • Vigil Mechanism: Whistleblower policy established and operational
  • Sexual Harassment: No complaints received during the year

Forward-looking Statements

The Management Discussion & Analysis report indicates the company's intention to:

  • Expand trading activities
  • Evaluate opportunities in agriculture, precious metals, jewellery, and real estate
  • Focus on prudent use of funds, operational efficiency, and risk management
  • Use technology and digital platforms for business improvement