AGM Details

  • Meeting Date: Monday, September 28, 2026 at 3:30 PM IST
  • Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Record Date: September 21, 2026
  • Book Closure: September 22, 2026 to September 28, 2026 (both days inclusive)

Agenda Items

Ordinary Business:

1. Adoption of Financial Statements: To receive, consider and adopt Audited Financial Statements for FY ended March 31, 2026 together with Reports of Board of Directors and Auditors.

2. Re-appointment of Director: Re-appointment of Mr. Abhishek Prakash Talreja (DIN: 05007867) who retires by rotation.

Special Business:

3. Borrowing Limit Increase: Special Resolution to authorize borrowing up to ₹100 Crores or aggregate of paid-up share capital, free reserves and securities premium (whichever is higher) under Section 180(1)(c) of Companies Act, 2013.

Financial Performance (FY 2025-26)

Income Statement Highlights:

  • Total Revenue: ₹333.17 lakhs (Previous Year: ₹483.26 lakhs)
  • Other Income: ₹0.31 lakhs (PY: ₹0.61 lakhs)
  • Total Expenses: ₹541.75 lakhs (PY: ₹857.53 lakhs)
  • Cost of Materials Consumed: ₹182.54 lakhs
  • Employee Benefits: ₹97.17 lakhs
  • Finance Costs: ₹34.25 lakhs
  • Depreciation: ₹107.37 lakhs
  • Other Expenses: ₹132.82 lakhs
  • Net Loss: ₹208.58 lakhs (PY: Loss of ₹374.27 lakhs)
  • EPS (Basic & Diluted): -₹5.21 (PY: -₹9.36)

Balance Sheet Position (as at March 31, 2026):

  • Authorized Share Capital: ₹10.00 crores
  • Paid-up Share Capital: ₹4.00 crores (40,00,000 equity shares of ₹10 each)
  • Borrowings: ₹3,880.79 lakhs (including ₹3,880.79 lakhs from related parties)
  • Trade Receivables: ₹166.78 lakhs
  • Inventories: ₹158.03 lakhs
  • Cash & Cash Equivalents: ₹13.86 lakhs

Key Operational Metrics

  • Business Nature: Manufacturing of capacitors and MMP films
  • No change in business nature during the year
  • No dividend declared or paid
  • No transfer to reserves due to loss

Board and Governance

Board Composition:

1. Shri Gullu Gellaram Talreja - Chairman & Managing Director (DIN: 01740145)

2. Shri Abhishek Prakash Talreja - Director (Non-Independent)

3. Shri Nitesh Nanik Rohera - Director (Independent)

4. Smt. Asha Diwakar - Director (Independent)

Key Managerial Personnel:

  • Shri Rajesh Manoharlal Talreja - Chief Financial Officer
  • Shri Bharath K L - Company Secretary & Compliance Officer

Board Meetings:

  • 5 meetings held during FY25-26 on: May 29, 2025; August 09, 2025; August 28, 2025; November 12, 2025; February 10, 2026
  • All directors attended all meetings except Smt. Asha Diwakar who did not attend last AGM

Auditor Reports

Statutory Auditors (M/s. S K S V M & Co., Chartered Accountants):

Qualified Opinion citing:

  • Non-compliance with IND AS 116 'Leases', IND AS-109 'Financial Instruments', and IND AS-115 'Revenue from Contracts with Customers'
  • Insufficient data to quantify financial impact of non-compliance
  • Management cited constraints in system readiness, data availability, and resource limitations

Secretarial Auditor (Mr. Vivek Bhat, Practicing Company Secretary):

Qualified Report citing:

  • Aggregate borrowings exceeded limits under Section 180(1)(c) without prior shareholder approval
  • Unsecured borrowing from M/s Gemini Infrastructures not compliant with Section 73 of Companies Act, 2013

Related Party Transactions

  • Loans taken from related parties: Mr. Gullu Gellaram Talreja (₹588.87 lakhs), M/s Gemini Dyeing & Printing Mills Ltd (₹2.81 lakhs), M/s Gemini Infrastructures (₹0.09 lakhs)
  • Outstanding balances as of March 31, 2026:
  • Mr. Gullu Gellaram Talreja: ₹2,338.95 lakhs (payable)
  • M/s Gemini Dyeing & Printing Mills Ltd: ₹1,389.64 lakhs (payable)
  • M/s Maanay Roller Flour Mills Private Ltd: ₹136.00 lakhs (payable)
  • M/s Gemini Infrastructures: ₹16.20 lakhs (payable)

Compliance and Regulatory Matters

  • Corporate Governance: Exempt from certain SEBI LODR provisions due to paid-up capital (<₹10 crores) and net worth (<₹25 crores)
  • IEPF: No unclaimed dividends or shares to be transferred
  • Litigation: Legal proceedings pending regarding title to two immovable properties
  • Borrowing Compliance: Past instances of exceeding borrowing limits without shareholder approval identified and being regularized

Other Significant Disclosures

  • Voting Arrangements: Remote e-voting through NSDL from September 25-27, 2026
  • Green Initiative: Electronic communication of AGM materials to registered email addresses
  • Employee Strength: 12 permanent employees on rolls
  • Bankers: Punjab National Bank - Peenya Branch, Bengaluru
  • Registrar & Share Transfer Agent: Integrated Registry Management Services Private Limited

#Tags: #PanElectronics #AGM2026 #FY26Results #SEBIDisclosure #RegulatoryCompliance #FinancialUpdate #Negative