Detailed Summary

Key Board Decisions and Approvals:

1. Financial Results Approval: The Board approved the Audited Financial Results (Standalone and Consolidated) for the quarter and financial year ended March 31, 2026, along with the Statutory Auditor's Report. The results were reviewed by the Audit Committee. The Statutory Auditors, SK Agrawal and Co Chartered Accountants LLP, expressed an unmodified opinion on the results.

2. Dividend Recommendation: The Board recommended a Final Dividend of ₹1.50 per equity share (face value ₹10) for FY 2025-26. This is subject to shareholder approval at the ensuing Annual General Meeting (AGM). If approved, the dividend will be paid within 30 days of such approval.

3. Record Date: Friday, July 31, 2026, was fixed as the Record Date for determining entitlement to the final dividend.

4. Management Continuation: Approved the continuation of Mr. Kishor Shah as Managing Director upon attaining the age of 70 years, based on the recommendation of the Nomination and Remuneration Committee. This is subject to shareholder approval via a Special Resolution at the AGM.

5. AGM Convening: Approved convening the Annual General Meeting on Tuesday, August 11, 2026, at 11:00 AM through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

6. CSR Committee Constitution: Constituted a Corporate Social Responsibility (CSR) Committee due to the applicability of CSR provisions for FY 2025-26. The members are:

  • Mr. Anil Kumar Murarka (Independent Director, Chairperson)
  • Mr. Kishor Shah (Managing Director, Member)
  • Mr. Utsav Parekh (Director, Member)
  • Mrs. Pushpa Mishra (Independent Director, Member)

Standalone Financial Performance (FY Ended March 31, 2026):

  • Total Income: ₹5,086.59 Lakhs (Previous Year: ₹4,421.82 Lakhs)
  • Total Expenses: ₹3,324.85 Lakhs (PY: ₹3,178.36 Lakhs)
  • Profit before Tax & Exceptional Items: ₹1,761.74 Lakhs
  • Exceptional Items: ₹194.26 Lakhs (ad-hoc provision on loans)
  • Profit before Tax: ₹1,567.48 Lakhs
  • Tax Expense: ₹493.53 Lakhs
  • Net Profit after Tax: ₹1,157.12 Lakhs (PY: ₹264.35 Lakhs before exceptional items)
  • Earnings Per Share (Basic): ₹19.48 (Diluted: ₹18.02)
  • Paid-up Equity Share Capital: ₹881.55 Lakhs (PY: ₹587.70 Lakhs)
  • Other Equity: ₹16,611.10 Lakhs (PY: ₹14,888.25 Lakhs)

Consolidated Financial Performance (FY Ended March 31, 2026):

  • Total Income: ₹5,096.59 Lakhs (PY: ₹4,441.02 Lakhs)
  • Total Expenses: ₹3,420.73 Lakhs
  • Profit before Tax & Exceptional Items: ₹1,675.86 Lakhs
  • Exceptional Items: ₹194.26 Lakhs
  • Profit before Tax: ₹1,481.60 Lakhs
  • Tax Expense: ₹410.31 Lakhs (Current: ₹493.53 Lakhs; Deferred: ₹-83.22 Lakhs)
  • Net Profit after Tax: ₹1,071.29 Lakhs (PY: ₹116.65 Lakhs)
  • Earnings Per Share (Basic): ₹18.03 (Diluted: ₹16.68)
  • Paid-up Equity Share Capital: ₹881.55 Lakhs
  • Other Equity: ₹16,328.60 Lakhs

Segment-wise Revenue (Standalone, FY2026):

  • Capital Market Operations: ₹321.03 Lakhs
  • Investment Banking Operations: ₹4,473.81 Lakhs
  • Unallocated: ₹291.75 Lakhs

Capital Structure Changes & Corporate Actions:

1. Rights Issue: Successfully completed a rights issue of 29,38,500 fully paid-up equity shares of ₹10 each at a price of ₹75 per share (including a premium of ₹65 per share), aggregating ₹2,203.875 Lakhs. Shares were allotted on March 24, 2026.

2. Preferential Allotment & Warrant Conversion:

  • Allotted 2,92,000 equity shares (₹10 face value) at a premium of ₹54 per share to a Non-Promoter in the previous year.
  • Allotted 19,20,000 Equity Convertible Warrants to a Promoter and Non-Promoters in the previous year (Oct 25, 2024). Received 25% consideration (₹3,07,20,000) by March 31, 2025.
  • Subsequent to the reporting date (April 20, 2026), converted all 19,20,000 warrants into equity shares upon receipt of the balance 75% consideration (₹9,21,60,000). These shares rank pari-passu.

Auditor's Emphasis of Matter:

The statutory auditor highlighted several points in its report:

1. Note 4: Completion of the rights issue (₹2,203.875 Lakhs).

2. Note 5: Preferential allotment and subsequent conversion of warrants.

3. Note 6: A provision of ₹58.53 Lakhs deposited with the City Civil Court-Bombay, where recovery remains uncertain.

4. Note 7: A comprehensive review of the loan and investment portfolio led to:

  • An ad-hoc provision of 6% (₹194.26 Lakhs) on the outstanding balance of Loans and Advances as of March 31, 2026.
  • Write-off of a loan amount of ₹1,303.98 Lakhs as bad debt (provided earlier) based on an arbitration order dated March 25, 2026.
  • Recognition of a fair valuation loss on the investment portfolio during the quarter ending June 30, 2025, based on an independent valuer's report.

5. Note 8: Incorporation of a wholly-owned subsidiary, Nexome Wealth Management Limited, on July 22, 2025, to engage in corporate advisory, financial consultancy, wealth management, and project finance syndication.

6. Note 10: Voluntary delisting from The Calcutta Stock Exchange Limited, approved on January 09, 2026. The company is no longer listed there.

Other Information:

  • The company evaluated the potential impact of the notified Labour Codes and concluded there is no major impact on its financial statements.
  • Previous period figures have been re-arranged/re-grouped wherever necessary.