Financial Performance Highlights

FY 2025-26 Financial Results (Amount in ₹ Lakhs):

  • Revenue from Operations: ₹2,335.34 (FY25: ₹3,644.75)
  • Other Income: ₹149.01 (FY25: ₹943.19)
  • Total Income: ₹2,484.35 (FY25: ₹4,587.95)
  • Profit before Interest, Depreciation, Exceptional items and Tax: (₹5,837.20) (FY25: ₹580.26 profit)
  • Finance Cost: ₹0.00 (FY25: ₹9.52) - not provided due to NPA status
  • Depreciation: ₹434.17 (FY25: ₹434.20)
  • Exceptional Items: (₹2,007.10) debit (FY25: ₹0)
  • Profit before Tax: (₹7,844.30) (FY25: ₹136.54 profit)
  • Tax Expense: ₹357.43 (FY25: ₹85.61 credit)
  • Profit After Tax: (₹8,201.74) (FY25: ₹222.15 profit)
  • Total Comprehensive Income: (₹8,201.74) (FY25: ₹222.15 profit)

Key Balance Sheet Figures (as of 31/03/2026):

  • Paid-up Equity Share Capital: ₹1,350.06 lakhs (1,35,00,562 equity shares of ₹10 each)
  • Other Equity: (₹21,027.99) lakhs (negative)
  • Total Equity: (₹19,677.94) lakhs (negative)
  • Non-Current Borrowings: ₹5,148.93 lakhs
  • Current Borrowings: ₹35,342.14 lakhs
  • Total Liabilities: ₹44,067.11 lakhs
  • Current Assets: ₹4,996.78 lakhs
  • Non-Current Assets: ₹19,392.39 lakhs
  • Total Assets: ₹24,389.17 lakhs

52nd Annual General Meeting Details

  • Date: Saturday, 26th September 2026
  • Time: 4.00 P.M.
  • Venue: Through Video Conferencing (VC) and Other Audio-Visual Means (OAVM)
  • Book Closure Dates: 20th September 2026 to 26th September 2026 (both days inclusive)
  • Record Date: 19th September 2026
  • Voting Period: Wednesday, September 23, 2026 (9.00 a.m.) to Friday, September 25, 2026 (5.00 p.m.)

Business to be Transacted

Ordinary Business:

1. Adoption of Standalone Audited Financial Statements for FY ended 31st March 2026

2. Re-appointment of Mr. Narain P. Belani (DIN: 02395693) as Director liable to retire by rotation

3. Re-appointment of Mr. Suresh Kumar S. Bothra (DIN: 01191661) as Director liable to retire by rotation

Special Business:

4. Re-appointment of Mrs. Pooja Ketan Gandhi (DIN: 09440681) as Independent Director for a second term of five years from December 29, 2026 to December 28, 2031

Board of Directors Composition (as on 31/03/2026)

  • Mr. Suresh Kumar Bothra - Managing Director (appointed w.e.f. 13/11/2025)
  • Mr. Narain Pirimal Belani - Joint Managing Director & CFO (designation changed from MD to JMD w.e.f. 13/11/2025)
  • Mrs. Sujata Dhananjay Athavale - Director
  • Mr. Anil Ramakant Parvatkar - Non-Executive Independent Director
  • Mrs. Shallu Raajesh Khanna - Non-Executive Independent Director
  • Mrs. Pooja Ketan Gandhi - Non-Executive Independent Director
  • Mrs. Vaishali Kishan Savaliya - Company Secretary & Compliance Officer (appointed w.e.f. 10/04/2023)

Mrs. Monica Manoj Talwar ceased to be a Non-Executive, Non-Independent Director with effect from November 12, 2025.

Director Remuneration for FY 2025-26

  • Mr. S. K. Bothra (Managing Director): ₹6,60,000
  • Mr. Narain P. Belani (Joint Managing Director & CFO): ₹72,00,000
  • Mrs. Sujata Athavale (Director): ₹13,67,200
  • Independent Directors (each): ₹1,40,000 (sitting fees only)
  • Mrs. Monica Manoj Talwar: ₹60,000 (sitting fees)

Financial Challenges and Defaults

The Company has been facing financial challenges since 2010 due to:

  • Slowdown in infrastructure sector
  • Increased working capital requirements
  • High finance costs
  • Substantial delays in realization of receivables from Government authorities
  • Cancellation of certain work orders due to non-availability of requisite land

Debt Default Details:

  • Total consortium overdue: ₹315.15 crore as per SARFAESI Notice
  • Consortium banks confirmed outstanding book liability: ₹214.59 crore from four banks:
  • Union Bank of India: ₹35.78 crore
  • Karur Vysya Bank: ₹13.63 crore
  • Punjab and Sindh Bank: ₹14.19 crore
  • Canara Bank: ₹150.99 crore
  • State Bank of India settled separately under OTS scheme for ₹26.50 crore and issued NOC
  • Shriram Finance Limited loan of ₹2.18 crore settled under OTS scheme
  • Accounts classified as Non-Performing Assets (NPA) since 2013
  • Interest not provided since January 2018 due to uncertainty about ultimate liability
  • Lenders initiated action under SARFAESI Act, 2002 for physical possession of secured assets
  • Company obtained stay from Debt Recovery Tribunal (DRT) on proceedings

Work-in-Progress and Claims

  • Total WIP: ₹24.63 crore as of 31/03/2026
  • Unbilled work in progress: ₹11.55 crore (uncertified)
  • Claims (WIP): ₹13.07 crore for various claims raised on clients
  • Claims relate to cost overruns arising from suspension of works, client-caused delays, changes in scope of work, deviation in design
  • Claims are under negotiation/discussion with clients or under arbitration/litigation
  • Management believes claims are recoverable based on technical evaluations and legal advice

Auditor Qualifications and Management Responses

Statutory Auditors (N K Mittal & Associates) issued qualified opinion with following observations:

1. Material Uncertainty about Going Concern: Defaults in repayment of obligations totaling ₹214.59 crore, physical possession notices from lenders, total outside liabilities exceed current assets.

Management Response: Actively engaged with consortium lenders for amicable resolution, successfully settled SBI and Shriram Finance dues, obtained interim relief from DRT, pursuing recovery of substantial claims through arbitration.

2. Non-provision of Interest: Interest not provided since January 2018 due to NPA classification.

Management Response: Final liability will crystallize only upon completion of settlement/restructuring process.

3. Uncertainty over WIP Claims: ₹13.07 crore claims classified as WIP subject to recoverability uncertainty.

Management Response: Claims recognized only to extent considered recoverable based on technical evaluations, contractual rights, legal advice, and management assessment.

4. Fixed Asset Register: Still under compilation for proper records.

Management Response: Process of updating and reconciling fixed asset register underway.

5. Arbitration Proceedings: Legal cases against company which may result in compensation/interest/penalties.

Management Response: Company has strong and sustainable grounds in its defense, appropriate provisions or disclosures made where necessary.

6. Impairment Testing: Not performed for investments in Joint Ventures and Associates as required by Ind AS 36.

Management Response: Evaluation in process due to ongoing arbitration proceedings and uncertainties.

7. Balance Confirmations: Trade receivables, trade payables, loans and advances subject to confirmations.

Management Response: Process of obtaining confirmations underway.

8. Retention and Deposits: ₹33.39 crore retention and ₹31.58 crore deposits deducted under various projects without collaborative evidence.

Management Response: Deposits and retention money recoverable upon completion of applicable defect liability period.

Secretarial Audit Observations

JC & Associates, Secretarial Auditors, reported one observation:

  • Proceedings initiated by Registrar of Companies, Mumbai alleging contravention of Sections 129 and 143 of Companies Act, 2013
  • Complaint registered as Summons Case No. SS/44/2025 before competent court
  • Company contesting the proceedings based on legal advice

Corporate Governance Compliance

  • Company complied with applicable Corporate Governance requirements under SEBI LODR Regulations
  • Board met 6 times during FY 2025-26
  • All committees (Audit, Nomination & Remuneration, Stakeholders' Relationship) constituted and functional
  • Whistle Blower Policy/Vigil Mechanism established
  • Risk Management Policy in place

Dividend and Reserves

  • No dividend recommended for FY 2025-26 due to losses
  • No amount transferred to General Reserve

Employee Strength

  • 41 permanent employees as on 31/03/2026
  • Median remuneration: ₹3,21,917

Related Party Transactions

  • All related party transactions were in ordinary course of business and at arm's length
  • No material contracts requiring disclosure under Section 134(3)(h) of Companies Act, 2013

Legal and Regulatory Proceedings

  • Various tax matters pending in appeals:
  • MVAT: ₹592.31 lakhs
  • GST: ₹85.61 lakhs
  • GVAT: ₹27.66 lakhs
  • J&K Sales Tax: ₹2.42 lakhs
  • Income Tax: ₹270.19 lakhs
  • No material orders passed by regulators or courts affecting going concern status

Shareholding Pattern (as on 31/03/2026)

  • Promoter & Promoter Group: 54.70% (73,84,255 shares)
  • Public Shareholding: 45.30% (61,16,307 shares)
  • 99.99% shares dematerialized

Registrar and Share Transfer Agent

MUFG Intime India Private Limited (formerly Link Intime India Private Limited)