Key Quantitative Figures
- Revenue from operations: ₹295.08 lakhs (FY 2025-26) vs ₹689.87 lakhs (FY 2024-25)
- Other Income: Nil (FY 2025-26) vs ₹0.39 lakhs (FY 2024-25)
- Total Expenditure: ₹308.25 lakhs (FY 2025-26) vs ₹688.94 lakhs (FY 2024-25)
- Loss before exceptional items and taxes: ₹(13.16) lakhs (FY 2025-26) vs Profit of ₹1.31 lakhs (FY 2024-25)
- Exceptional Items: ₹(374.24) lakhs (FY 2025-26)
- Loss after Tax: ₹(388.18) lakhs (FY 2025-26) vs Profit of ₹0.50 lakhs (FY 2024-25)
- EPS: ₹(3.85) (FY 2025-26) vs ₹0.0005 (FY 2024-25)
- Authorized Share Capital: ₹12,00,00,000 divided into 1,20,00,000 equity shares of ₹10 each
- Paid-up Share Capital: ₹10,07,50,000 divided into 10,075,000 equity shares of ₹10 each
- Preferential Issue Proposed: 1,50,00,000 equity shares of ₹10 each at issue price of ₹10 per share, aggregating ₹15,00,00,000
Dates of Action
- AGM Date: Wednesday, September 30, 2026 at 10:30 AM IST
- E-voting Period: September 27, 2026 (9:00 AM) to September 29, 2026 (5:00 PM)
- Cut-off Date for E-voting: September 23, 2026
- Board Meeting Dates during FY 2025-26: May 30, 2025; August 14, 2025; September 9, 2025; September 20, 2025; November 14, 2025; February 14, 2026
- Change in Control Completion Date: July 29, 2026
- Share Purchase Agreement Date: September 5, 2025
Parties Involved
- Stock Exchange: BSE Limited
- Acquirer: BSL Infrastructure Limited
- New Directors Appointed: Neerav Hans (DIN: 00025034), Hari Om Parkash (DIN: 03585967), Kritika Gupta (DIN: 10192745), Kawal Singh (DIN: 09223449)
- Resigned Directors: Ravi Surana Pukhraj, Venkata Surya Sri Lakshmi Malapaka, Sripal Dadigala, Patlolla Laxmi Kanth Reddy
- Statutory Auditors: M/s. Gupta Raj & Co., Chartered Accountants (FRN: 001687N)
- Secretarial Auditor: Shri. N.V.S.S. Suryanarayana, Practicing Company Secretary
- RTA: Aarthi Consultants Pvt. Ltd.
- Preferential Allottees: Al Maha Investment Fund PCC, Nova Global Opportunities Fund PCC, Zeal Global Opportunities Fund, Minerva Ventures Fund (each 37,50,000 shares)
Financial and Operational Impact
Change in Control and Promoter Status
- BSL Infrastructure Limited acquired 48,38,733 equity shares (48.03% of paid-up capital) from erstwhile promoters at ₹6.20 per share
- Acquisition completed on July 29, 2026 in accordance with SEBI Takeover Regulations
- BSL Infrastructure Limited classified as new promoter, erstwhile promoters ceased to be promoters effective July 29, 2026
- Necessary disclosures made to stock exchanges under Regulation 30 and Regulation 31A of SEBI LODR Regulations
Board Reconstitution
New Appointments (effective July 29, 2026):
- Mr. Neerav Hans: Additional Director (Non-Executive Director, Chairman)
- Mr. Hari Om Parkash: Additional Director (Whole Time Director and CEO)
- Mr. Kawal Singh: Additional Director (Non-Executive Independent Director)
- Ms. Kritika Gupta: Additional Director (Non-Executive Independent Director)
Resignations:
- Mr. Ravi Surana Pukhraj (Managing Director & CEO)
- Ms. Venkata Surya Sri Lakshmi Malapaka (Non-Executive Director)
- Mr. Sripal Dadigala (Non-Executive Independent Director)
- Mr. Patlolla Laxmi Kanth Reddy (Non-Executive Independent Director)
Key Managerial Personnel Changes
- Mr. Hari Om Parkash appointed as Chief Executive Officer (effective July 29, 2026)
- Mr. Niraj Agarwal appointed as Chief Financial Officer (effective July 29, 2026)
- Ms. Gunjan Mittal resigned as Company Secretary (effective July 9, 2026)
Exceptional Items
The company recognized exceptional items of ₹374.24 lakhs during FY 2025-26, primarily relating to write-off of debtor balances.
Capital Structure Impact
Preferential Issue Proposal
- Issue of up to 1,50,00,000 equity shares of ₹10 each at ₹10 per share
- Aggregate issue size: ₹15,00,00,000
- Allottees: Four non-promoter entities (each receiving 37,50,000 shares)
- Relevant date for price determination: August 31, 2026
- Shares will rank pari passu with existing equity shares
Authorized Capital Increase
- Proposal to increase authorized share capital from ₹12,00,00,000 to ₹27,00,00,000
- Increase from 1,20,00,000 equity shares to 2,70,00,000 equity shares of ₹10 each
- Requires amendment to Clause V of Memorandum of Association
Cash Flow Implications
- No dividend declared for FY 2025-26
- Preferential issue expected to bring cash inflow of ₹15 crore
- Exceptional items of ₹374.24 lakhs represent non-cash write-offs
AGM Agenda Items
Ordinary Business
1. Adoption of audited financial statements for FY ended March 31, 2026 with board and auditor reports
Special Business
2. Regularization of Mr. Neerav Hans as Director and Chairman
3. Regularization of Mr. Hari Om Parkash as Whole-time Director for 5 years
4. Approval of material related party transactions
5. Increase of authorized share capital and consequential MOA amendment
6. Regularization of Ms. Kritika Gupta as Non-Executive Independent Director (Special Resolution)
7. Regularization of Mr. Kawal Singh as Non-Executive Independent Director (Special Resolution)
8. Approval of preferential issue of equity shares (Special Resolution)
Related Party Transactions
- Company entered into transactions with Golkonda Engineering Enterprises Ltd (related party)
- Sales to related party: ₹29,508.50 (in thousands) for FY 2025-26
- Trade receivable from related party: ₹44,066.31 (in thousands) as of March 31, 2026
Auditor Qualifications
Statutory Auditor (Gupta Raj & Co.)
- No qualifications in audit report
- Clean opinion on financial statements
Secretarial Auditor (N.V.S.S. Suryanarayana)
- Office of Company Secretary vacant from April 1, 2025 to September 19, 2025 (non-compliance with Section 203 of Companies Act, 2013)
- Statutory registers not updated
- Company website not maintained with mandatory information as required under SEBI LODR Regulations
- SEBI sought clarifications which were provided by company
Compliance Status
- Company paid annual listing fees to BSE for FY 2025-26
- No deposits accepted from public during the year
- No material orders passed by regulators/courts impacting going concern status
- No subsidiary, joint venture or associate companies
- No foreign exchange earnings or outgo during the year
- No CSR initiatives undertaken (not applicable to company)
Outstanding Litigation
- Income tax demand of ₹10,10,210 for FY 2016-17
- Company has filed appeal against the demand
- No provision made as company believes demand is unjustified