AGM Details

  • Date: 24th September 2026
  • Time: 4:00 PM IST
  • Venue: Indo American Society, Kitab Mahal, 5 D Sukhadwala Marg, Next to New Excelsior Theatre, Fort Mumbai 400001
  • Cut-off date: 17th September 2026 for e-voting eligibility

Business Items

Ordinary Business

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

2. Re-appointment of Mr. S. N. Agarwal (DIN: 01764628) who retires by rotation

Special Business

3. Special Resolution: Change in designation of Mr. Pawan Kr Agarwal (DIN: 00556417) from Independent Director to Executive Director with immediate effect

4. Ordinary Resolution: Approval for Related Party Transactions up to aggregate limit of ₹2 crores until 43rd AGM, covering NCDs/bonds, lease/rent agreements, and services

5. Special Resolution: Approval for loans, guarantees, and investments up to ₹2 crores outstanding at any time under Section 186 of Companies Act, 2013

Financial Performance (Amount in ₹ Lakhs)

| Particulars | 31-03-2026 | 31-03-2025 |

| Revenue from Operations | 12.85 | 5.14 |

| Other Income | 5.48 | 9.00 |

| Profit/(Loss) before Tax & Depreciation | (1.17) | (35.48) |

| Depreciation | 1.81 | 1.81 |

| Profit Before Tax/(Loss) | (2.98) | (37.29) |

| Tax Expense | 0.54 | (0.11) |

| Profit/(Loss) After Tax | (2.44) | (37.40) |

| Extra-Ordinary Item | (12.01) | (8.00) |

| Profit/Loss after Extra Ordinary Item | (14.44) | (45.40) |

Key Financial Position (As at 31st March 2026)

  • Paid-up Equity Share Capital: ₹300.66 lakhs (30,06,600 shares of ₹10 each)
  • Total Assets: ₹164.68 lakhs (Previous year: ₹179.01 lakhs)
  • Cash & Cash Equivalents: ₹11.72 lakhs (Previous year: ₹0.97 lakhs)
  • Loans & Advances: ₹66.20 lakhs (Previous year: ₹78.03 lakhs)
  • Borrowings: ₹50.54 lakhs from Sunraj Hi Tech Pvt Ltd (Previous year: ₹44.23 lakhs)
  • Retained Earnings: Negative ₹238.68 lakhs (Previous year: Negative ₹224.23 lakhs)

Capital Structure

  • Authorized Capital: ₹350.00 lakhs (35,00,000 shares)
  • Issued/Subscribed/Paid-up Capital: ₹300.66 lakhs (30,06,600 shares)
  • Major Shareholders (holding >5%):
  • M/s Kratee E-Commerce & Consulting Limited: 16.34%
  • M/s Manoditi Trading Private Limited: 6.85%
  • Mr. Pawan KR Agarwal: 7.11%

Board Composition and Changes

  • Current Directors:
  • Mr. Pawan Kr Agarwal (Chairman)
  • Mr. S. N. Agarwal (Whole Time Director)
  • Mr. L.N. Bhola (Independent Director)
  • Mr. Prafulla Shirke (Independent Director)
  • Ms. Preethi Thomas Yangal (Women Director)
  • Mr. Benitto Kumar Neethiraya Nadar (Independent Director)
  • Key Managerial Personnel: Mr. Krishna Jha (CFO)
  • Resignation: Mr. Prashant Vipani resigned as Company Secretary effective 31st March 2026

Regulatory and Compliance Matters

Secretarial Audit Observations (Manthan Negandhi & Co.):

1. Board Composition Error: Mr. Pawan Kr Agarwal incorrectly classified as Independent Director despite being promoter/majority shareholder

2. Website Updates: Company website not updated on real-time basis

3. Shareholding Pattern: Promoter shareholding in physical mode under escrow, causing mismatch with RTA records

4. BSE Status: SDD (Structured Digital Database) Non-compliant as per BSE master data

5. Trading Restrictions: Trading suspended on CSE (Calcutta Stock Exchange)

6. Financial Statements: Not signed by Company Secretary due to vacancy

Management Response:

  • Clarification on director classification to be placed before members at AGM
  • Strengthening internal processes for timely website updates
  • Promoter reclassification to public category in process
  • Corrective measures initiated for SDD compliance
  • Company Secretary appointment in process

Auditor Appointments

  • Statutory Auditors: M/s. R. K. Khandelwal & Co. (FRN: 105054W) appointed until conclusion of 46th AGM (FY 2029-30)
  • Secretarial Auditors: M/s. Manthan Negandhi & Co. appointed for five years from FY 2025-26 to FY 2029-30

Other Material Information

  • Dividend: No dividend declared due to losses
  • Internal Financial Controls: Adequate controls commensurate with business size
  • Board Meetings: 5 meetings held during FY 2025-26
  • Related Party Transactions: No transactions under Section 188 of Companies Act, 2013
  • Corporate Governance: Not applicable as paid-up capital < ₹10 crore and net worth < ₹25 crore
  • Listing Status: Trading suspended on BSE though in-principle approval for revocation received on 29th May 2024
  • e-Voting: Through CDSL from 21st September 2026 (9:30 AM) to 23rd September 2026 (5:00 PM)

Forward-Looking Business Outlook

  • Planning conflict management center for mediation and alternative dispute resolution services
  • Focus on restructuring, amalgamation, and project consultancy services
  • Operating revenue increased to ₹12.85 lakhs from ₹5.14 lakhs previous year
  • Continuing challenges from competition and recovery of fees