Key Event Details

  • AGM Date and Time: Tuesday, September 29, 2026 at 01:00 P.M. (IST)
  • AGM Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Record Date: Register of Members and Share Transfer books will remain closed from Wednesday, September 23, 2026 to Tuesday, September 29, 2026 (both days inclusive)
  • Remote e-Voting Period: Commences Saturday, September 26, 2026 at 9:00 AM to ends Monday, September 28, 2026 at 5:00 PM
  • Cut-off Date: Tuesday, September 22, 2026
  • Scrutinizer: Mr. CS Suprabhat Chakraborty (Membership No. ACS 41030), Practicing Company Secretary
  • e-Voting Agency: Purva Sharegistry (India) Private Limited
  • RTA: Adroit Corporate Services Pvt. Ltd.

Financial Highlights (Amount in ₹)

| Particulars | FY 2025-2026 | FY 2024-2025 |

| Total Income | - | 2,48,711 |

| Total Expenditure | 51,03,392 | 8,90,472 |

| Profit/Loss before tax | (51,03,392) | (6,41,761) |

| Tax Expense | 1,14,624 | 20,229 |

| Net Profit/(Loss) after Tax | (52,18,106) | (6,61,990) |

Capital Structure

  • Authorized Capital: ₹25,00,00,000 consisting of 2,50,00,000 equity shares of ₹10 each
  • Paid-up Capital: ₹23,94,52,000 consisting of 2,39,45,200 equity shares of ₹10 each fully paid-up
  • Dematerialized Shares: 83.15% of paid-up equity share capital
  • Physical Shares: 16.85% of paid-up equity share capital

Business Operations

  • During the financial year, there was no income from business operations
  • Total expenditure of ₹51,03,392 compared to ₹8,90,472 in previous year
  • Loss during financial year ₹52,18,106 compared to loss of ₹6,61,990 in previous year
  • No dividend recommended due to inadequate profits
  • No amount transferred to reserves

AGM Agenda Items

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt audited financial statements for FY ended March 31, 2026 and reports of Board of Directors and Auditors

2. Re-appointment of Director: To re-appoint Mr. Vikrant Kayan (DIN: 00761044) who retires by rotation

3. Appointment of Statutory Auditors: To appoint M/s. Lipika & Associates, Chartered Accountants (Firm Registration No. 145364W) as statutory auditors for 5 years from conclusion of 14th AGM till conclusion of 19th AGM (FY 2026-27 to 2030-31)

Special Business

4. Regularization of Director: To regularize/appoint Mr. Manoj Batham (DIN: 11100515) as Director

5. Appointment as Managing Director: To appoint Mr. Manoj Batham as Managing Director for 3 years effective from August 5, 2026 to August 4, 2029 with remuneration up to ₹10,000 per month

6. Regularization of Independent Director: To regularize/appoint Miss. Iranee Tripathy (DIN: 10311352) as Independent Women Director for 5 years from August 5, 2026 to August 4, 2031

7. Regularization of Independent Director: To regularize/appoint Mr. Navneet Khare (DIN: 11100562) as Independent Director for 5 years from August 5, 2026 to August 4, 2031

8. Regularization of Independent Director: To regularize/appoint Mr. Saroj Kumar Choudhury (DIN: 11143083) as Independent Director for 5 years from August 5, 2026 to August 4, 2031

9. Adoption of New Memorandum: To adopt new Memorandum of Association in conformity with Companies Act, 2013

10. Adoption of New Articles: To adopt new Articles of Association in conformity with Companies Act, 2013

Auditor Changes

  • M/s. PAMS & Associates, Chartered Accountants (Firm Registration No. 316079E) resigned due to geographical constraints effective June 19, 2026
  • M/s. Lipika & Associates, Chartered Accountants (Firm Registration No. 145364W) appointed by Board on August 5, 2026 to fill casual vacancy
  • Proposed remuneration for statutory audit to be mutually agreed between Board and auditors

Director Appointments (Post FY End)

  • Mr. Manoj Batham (DIN: 11100515) appointed as Additional Director effective August 5, 2026
  • Mr. Navneet Khare (DIN: 11100562) appointed as Additional Independent Director effective August 5, 2026
  • Mr. Saroj Kumar Choudhury (DIN: 11143083) appointed as Additional Independent Director effective August 5, 2026
  • Miss. Iranee Tripathy (DIN: 10311352) appointed as Additional Independent Women Director effective August 5, 2026

Key Managerial Personnel Changes

  • Nitisha Agarwal appointed as Company Secretary on May 20, 2026
  • Manoj Batham appointed as Chief Financial Officer on August 5, 2026

Regulatory and Compliance Matters

  • Company shares were delisted by BSE Ltd and SOP penalties imposed
  • Company filed petition before Securities Appellate Tribunal (SAT) for restoration of listing
  • SAT order dated July 14, 2026 directed BSE to restore listing subject to compliance with SEBI LODR Regulations and revocation application
  • Company has filed revocation application which is in process with BSE Listing Operation Team
  • Pending statutory filings including AOC-4, MGT-7 being processed

Auditor Qualifications and Management Response

Statutory Auditor Observations:

1. Non-holding of Annual General Meeting, Audit Committee Meeting and Board meeting within prescribed time

2. Non-filing/delay in filing statutory returns and financial statements with ROC and SEBI due to delisting

3. Non-compliance with various SEBI LODR requirements

4. Unable to obtain sufficient audit evidence for opening balances and prior period transactions

Management Response:

1. AGM convened on September 29, 2025 for FY 2024-25; Board and Committee meetings now conducted within timelines

2. Necessary steps taken to regularize pending statutory compliances; pending filings under process

3. Pending quarterly financial results submitted to BSE; compliance documents under review

4. Corrective measures taken to strengthen accounting systems; qualified professionals engaged for proper record maintenance

Secretarial Audit Observations

1. Company Secretary and CFO not appointed during FY 2025-26

2. Filing of AOC-4, MGT-7 and MGT-14 not done

3. Company under suspension at BSE Ltd with SOP fines

Management Response:

1. CFO appointed on August 5, 2026 and Company Secretary on May 20, 2026

2. Pending filings in process of completion

3. SAT order obtained for restoration of listing; revocation application filed

Related Party Transactions

  • Loans and Advances: Alfred Beverages Pvt. Ltd. (₹88.78 lakhs), Dunhil Traders Pvt Ltd. (₹5.75 lakhs)
  • Receiving of Services: V.S. Hi-Rise Pvt. Ltd. (₹8.45 lakhs), Devtasha Enterprises (₹17.30 lakhs)

Litigations and Contingencies

  • Income Tax dispute: ₹1,79,45,100 pending with CIT(A)
  • VAT dispute: ₹48,74,255 for ITC Claim with IT Investigation Unit of Commercial Taxes, West Bengal
  • Regulatory penalties of ₹45,33,333 recognized during FY26 for stock exchange penalties and fees

Shareholding Pattern

  • Drona Distributors Private Limited: 11,98,750 shares (5.01%)
  • Dunhil Healthcare Private Limited: 50,00,000 shares (20.88%)

Important Notes

  • Company has not accepted any public deposits
  • No material changes in nature of business
  • No corporate social responsibility applicability
  • No subsidiary/joint venture/associate companies
  • Related Party Transactions Policy adopted and available on company website
  • Whistle Blower Policy/Vigil Mechanism implemented