Board Meeting Details

The Board of Directors meeting was held on November 06, 2026, commencing at 04:00 PM and concluding at 04:20 PM.

Key Decisions Approved

1. Approved the Un-Audited Financial Results for the Quarter and half year ended September 30, 2026

2. Reviewed and noted the Limited Review Report on the financial results issued by the Statutory Auditors, M/s. Shilpi Sharma & Company, Chartered Accountants

3. Appointed Mr. Rajat Sharma (Mem No. A71735) as the Company Secretary & Compliance Officer

Financial Results Analysis (₹ in Lakhs)

Quarter Ended September 30, 2026:

  • Revenue from operations: ₹3,876.34 lakhs (vs ₹26.76 lakhs in Q2 FY2026)
  • Other income: ₹43.24 lakhs (vs ₹230.53 lakhs in Q2 FY2026)
  • Total Income: ₹3,919.58 lakhs (vs ₹257.29 lakhs in Q2 FY2026)
  • Purchases of stock-in-trade: ₹3,865.76 lakhs
  • Employee benefits expense: ₹32.24 lakhs
  • Other expenses: ₹17.85 lakhs
  • Profit before tax: ₹3.73 lakhs (vs ₹212.05 lakhs in Q2 FY2026)
  • Tax expense: (₹6.65) lakhs current tax + (₹0.15) lakhs income tax pertaining to earlier years
  • Profit for the period: ₹10.52 lakhs (vs ₹225.07 lakhs in Q2 FY2026)
  • Basic and Diluted EPS: ₹0.19 (vs ₹4.06 in Q2 FY2026)

Half Year Ended September 30, 2026:

  • Revenue from operations: ₹3,972.63 lakhs (vs ₹72.73 lakhs in H1 FY2026)
  • Other income: ₹130.43 lakhs (vs ₹249.54 lakhs in H1 FY2026)
  • Total Income: ₹4,103.06 lakhs (vs ₹322.27 lakhs in H1 FY2026)
  • Profit before tax: ₹65.17 lakhs (vs ₹200.68 lakhs in H1 FY2026)
  • Profit for the period: ₹55.99 lakhs (vs ₹207.76 lakhs in H1 FY2026)
  • Basic and Diluted EPS: ₹1.01 (vs ₹3.75 in H1 FY2026)

Capital Structure

Paid-up equity share capital remained unchanged at ₹554.39 lakhs (face value ₹10 each) across all periods.

Significant Operational Changes

1. Change in Ownership and Control: New promoters (Mr. Sandeep Jain, Mr. Vikas Garg, Mr. Rahul Nagar, and Mr. Himanshu Arora) acquired the company through Share Purchase Agreement and mandatory open offer. Erstwhile promoters reclassified under 'Public' category.

2. Business Transformation: Company commenced e-gift voucher business in June 2026 following change in management.

3. Corporate Approvals: EGM on August 22, 2026 approved:

  • Alteration of main objects clause to include payment systems, gifting, vouchers and rewards business (Form MGT-14 filed and approved)
  • Change of name to 'Rupiafin Technologies Limited' (BSE in-principle approval received, Form INC-24 pending)
  • Preferential issue of up to 8,55,000 equity shares to non-promoter category and up to 22,20,000 warrants convertible into equity shares to promoter group and non-promoter category at ₹81 per share/warrant
  • No shares or warrants allotted up to September 30, 2026

Key Financial Notes

1. Other income includes profit on sale of investment property (land): ₹65.74 lakhs (Q1 FY2027), ₹22.43 lakhs (Q2 FY2027), ₹88.17 lakhs (H1 FY2027)

2. Company engaged in e-gift voucher trading on principal-to-principal basis (single operating segment) and has given loans and advances

3. Tax treatment: Opted for lower tax rate under Section 115BAA from AY 2026-27 (Form 10-IC filed September 3, 2026). MAT credit entitlement of ₹68.01 lakhs carried under current tax assets. Deferred tax asset of ₹12.01 lakhs on brought-forward business losses of ₹47.73 lakhs not recognized.

4. No property, plant and equipment held; hence no depreciation for the period

Management Changes

1. Mr. Prashant Kumar Jha appointed as Additional Director (Non-Executive, Independent) from September 7, 2026

2. Chief Financial Officer resigned effective June 19, 2026; vacancy to be filled within statutory timeline

3. M/s. Shilpi Sharma & Co., Chartered Accountants (FRN 021442N) appointed as Statutory Auditors by Board on July 24, 2026 and by members at 34th AGM on September 30, 2026 for five-year term

Balance Sheet Position (as at September 30, 2026)

  • Total Assets: ₹1,412.94 lakhs (vs ₹1,422.14 lakhs as at March 31, 2026)
  • Equity Share Capital: ₹554.39 lakhs
  • Other Equity: ₹750.20 lakhs (vs ₹806.20 lakhs as at March 31, 2026)
  • Total Equity: ₹1,304.59 lakhs (vs ₹1,360.59 lakhs as at March 31, 2026)
  • Current Liabilities: ₹108.36 lakhs (vs ₹61.55 lakhs as at March 31, 2026)

Cash Flow Statement (H1 FY2027)

  • Net cash from operating activities: (₹167.09) lakhs
  • Net cash from investing activities: ₹160.32 lakhs
  • Net cash from financing activities: ₹8.00 lakhs
  • Net increase in cash: ₹1.23 lakhs
  • Cash and cash equivalents (closing): ₹17.19 lakhs

Auditor's Limited Review Report

Shilpi Sharma & Co. conducted limited review and concluded that nothing has come to their attention that causes them to believe that the financial results contain any material misstatement. The review was conducted in accordance with SRE 2410 issued by ICAI.

Additional Information

Results available on company website www.rupiafin.com and BSE website.