Annual General Meeting Details

The AGM is scheduled to be held on Wednesday, September 30, 2026, at 04:00 P.M. IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The deemed venue is the Registered Office at A-1106, Empire Business Hub, Science City Road, Sola, Ahmedabad, Gujarat, 380060.

The cut-off date (record date) for determining members entitled to vote is Wednesday, September 23, 2026. The remote e-voting period is from Saturday, September 27, 2026, at 9:00 A.M. to Tuesday, September 29, 2026, at 5:00 P.M., facilitated by NSDL.

Agenda for the AGM

Ordinary Business:

1. To receive, consider, and adopt the Audited Standalone Financial Statements for the year ended March 31, 2026, along with the Reports of the Board of Directors and Auditors.

2. To re-appoint Mr. Narendrakumar Gangaramdas Patel (DIN: 07017438) as Managing Director, who retires by rotation.

Special Business:

3. To appoint A. Shubhangi & Associates, Company Secretaries as the Secretarial Auditors of the Company for the first term of five consecutive years, from FY 2026-27 to FY 2030-31.

Key Financial Figures (Standalone)

(Amount in ₹ Lakh)

| Particulars | FY 2025-26 | FY 2024-25 |

| Revenue from Operations | 2,420.85 | 2,436.42 |

| Other Income | 8.67 | 31.52 |

| Total Revenue | 2,429.52 | 2,467.94 |

| Profit/(Loss) before tax | (108.46) | 10.60 |

| Current Tax Expense | 0.50 | 3.50 |

| Profit/(Loss) After Tax | (108.96) | 7.10 |

Capital Structure:

  • Authorised Share Capital: ₹25,00,00,000 (2.5 Crore shares of ₹10 each)
  • Issued, Subscribed & Paid-up Share Capital: ₹23,18,00,000 (2.318 Crore shares of ₹10 each)

Key Balance Sheet Items (as of March 31, 2026):

  • Total Assets: ₹487.04 Lakh
  • Current Investments: ₹884.34 Lakh
  • Inventories: ₹102.12 Lakh
  • Trade Receivables: ₹420.23 Lakh
  • Short-term loans and advances: ₹2,878.37 Lakh
  • Other Current Assets: ₹577.33 Lakh
  • Cash and Cash Equivalents: ₹4.00 Lakh
  • Short-term borrowings: ₹208.81 Lakh
  • Trade Payables: ₹716.81 Lakh
  • Other Current Liabilities: ₹83.04 Lakh
  • Short-term provisions: ₹49.88 Lakh

Auditor's Reports and Qualifications

Statutory Auditors (M/s. J. M. Patel & Bros):

The auditors issued a qualified opinion on the financial statements. Key reasons cited in Annexure 1 and the basis for qualification include:

  • Unverifiable revenue of ₹24.21 Crore and purchases of ₹23.71 Crore for the period up to September 30, 2025, due to a lack of transportation evidence, godown details, or related expenses.
  • A significant increase in loans and advances to related parties and others to ₹28.78 Crore (from ₹16.41 Crore in FY25), with transactions of ₹17.96 Crore (debit) and ₹5.59 Crore (credit) during the year. No agreements or justification for terms, disbursement, and recovery were provided.
  • Non-payment of prior year income tax dues of ₹49.88 Lakh and TDS of ₹34.45 Lakh.
  • An online outstanding income tax demand of ₹15.37 Crore and interest demand of ₹2.61 Crore for AY 2023-24, for which appeal papers were not produced.
  • Non-implementation of accounting software with a non-disable audit trail feature, as required by Section 128(5) of the Companies Act, 2013.
  • Advances to creditors of ₹5.61 Crore are subject to confirmation and are doubtful of recovery.
  • No physical verification of closing stock valued at ₹1.02 Crore.
  • No internal auditor was appointed during the year, as mandated by Section 138 of the Act.
  • The company reported a cash loss of ₹99.51 Lakh.

The auditors also reported that the company's internal financial controls over financial reporting were not adequate and were not operating effectively as of March 31, 2026.

Secretarial Auditors (M/s. B. S. Vyas and Associates):

The Secretarial Audit Report for FY 2025-26 did not contain any qualifications. However, it noted observations, including delays in statutory filings and the aforementioned issues reported by the statutory auditors regarding internal controls and related-party transactions. The secretarial auditor also noted that a fine levied by BSE was subsequently withdrawn.

A new Secretarial Auditor, A. Shubhangi & Associates, is proposed for appointment for a five-year term.

Board of Directors and Key Managerial Personnel (KMP)

As of March 31, 2026:

1. Mr. Narendrakumar Patel - Managing Director (DIN: 07017438)

2. Mr. Bhumishth Patel - Non-Executive Director (DIN: 02516641)

3. Mr. Om Prakash Agarwal - Independent Director (DIN: 07539636)

4. Ms. Komal Chauhan - Independent Director (DIN: 10452919)

5. Mr. Sumitkumar Jayantibhai Patel - Independent Director (resigned w.e.f. May 29, 2026, due to personal reasons)

Key Managerial Personnel:

1. Mr. Narendrakumar Patel - Managing Director

2. Mr. Hardikkumar Patel - Chief Financial Officer

3. Mrs. Sonia Kakani - Company Secretary

Committee Composition:

  • Audit Committee: Ms. Komal Chauhan (Chairman), Mr. Om Prakash Agarwal, Mr. Narendrakumar Patel
  • Nomination and Remuneration Committee: Mr. Om Prakash Agarwal (Chairman), Ms. Komal Chauhan, Mr. Bhumishth Patel
  • Stakeholders' Relationship Committee: Mr. Bhumishth Patel (Chairman), Ms. Komal Chauhan, Mr. Om Prakash Agarwal

Material Events and Updates

  • Resignation: Mr. Sumitkumar Jayantibhai Patel resigned as an Independent Director effective May 29, 2026.
  • Dividend: No dividend was recommended for FY 2025-26 to conserve resources.
  • Related Party Transactions (RPTs): Material RPTs disclosed in Form AOC-2 (Annexure D) include loans and advances involving entities related to the promoters, such as Narendrakumar Patel HUF (₹203.88 Lakh), Bhumishth Patel HUF (₹28.13 Lakh), Solis Inventions Pvt. Ltd. (₹555.34 Lakh), and others. The company states these were at arm's length and in the ordinary course of business.
  • Regulatory Actions: The company refers to a GST order dated January 28, 2025, raising penalties and demands against 34 entities, including 24 group entities of Patron Exim, for suspicious sales. An appeal has been filed for a GST demand of ₹21.98 Crore in the name of the erstwhile firm, M/s Arvind Traders.
  • Listing: The company is listed on the BSE SME Platform. Regulations 17 to 27 of the SEBI LODR are not applicable, though Regulation 23 (Related Party Transactions) became applicable from April 1, 2025.
  • Conversion History: The company was originally a partnership firm (M/s Arvind Traders) formed in 1982. It was converted to a private limited company in August 2022 and subsequently to a public limited company in December 2022.

Other Disclosures

  • Business Overview: The company is engaged in trading a wide range of pharmaceutical raw materials (APIs, excipients) and industrial chemicals. It holds certifications including ISO 9001:2015, ISO 22000:2018, and ISO 45001:2018.
  • Share Transfer Agent: Bigshare Services Private Limited, Ahmedabad.
  • Corporate Social Responsibility (CSR): The provisions of Section 135 of the Companies Act, 2013, are not applicable.
  • Internal Auditor: Not appointed during FY 2025-26.
  • Deposits: The company has not accepted any deposits from the public.
  • Directors' Responsibility Statement: The Board confirms that the financial statements have been prepared following applicable accounting standards, using appropriate accounting policies consistently, and that adequate internal financial controls were in place and operating effectively.

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