Key Quantitative Figures

  • FY26 Net Profit: ₹63,662.654 thousand (including exceptional income)
  • FY25 Net Loss: ₹(2,002.337) thousand
  • Exceptional Income: ₹102,251.735 thousand from sale of assets
  • Total Income FY26: ₹103,645.129 thousand
  • Current Liabilities Exceed Current Assets: ₹27,536.3 thousand as of March 31, 2026
  • Paid-up Equity Capital: ₹4,235.443 thousand (42,35,443 equity shares of ₹10 each)
  • Accumulated Losses: Exceed entire capital and reserves, negative net worth since FY1998
  • Unprovided Liabilities and Doubtful Assets: ₹115,424.9 thousand

Dates of Action

  • AGM Date: September 26, 2026 at 12:30 PM via VC/OAVM
  • Corrigendum Issued: September 10, 2026
  • Original Notice Date: August 29, 2026
  • Record Date for AGM: September 19, 2026
  • Remote E-voting Period: September 22, 2026 (9:00 AM) to September 25, 2026 (5:00 PM)
  • Financial Year End: March 31, 2026

Parties Involved

  • Regulators: BSE Limited, SEBI, Ministry of Corporate Affairs, NCLT, NCLAT
  • Statutory Auditors: M/s Ashish Bhoola & Co. (Chartered Accountants)
  • Secretarial Auditor: Bhagat Associates (Practicing Company Secretary)
  • RTA: MCS Share Transfer Agent Ltd.
  • Bankers: State Bank of India, The Kalupur Commercial Co-Op. Bank Ltd.
  • Secured Creditors: Ficon Shreeram Capital Market Ltd., Shantilon Pvt. Ltd., Shantilon Poly Pvt. Ltd.
  • Shareholders with >5%: Mayur P. Gondalia (6.55%), P.M. Gondalia (6.00%), M/s. Bridge International Pvt. Ltd. (9.31%), M/s. Shantilon Pvt. Ltd. (9.39%)

Purpose and Rationale

The corrigendum was issued to correct the disclosure of shareholding pattern for shareholders holding more than 5% shares in Note No. 8(g) of the Financial Statements on page 79 of the Annual Report. The correction modifies the table to accurately reflect the number of shares and percentage holdings.

Financial and Operational Impact

  • Textile Division: Remained non-operational since July 2023. Sold land and building during FY26. Remaining plant and machinery to be disposed as scrap (process ongoing).
  • Wind Power Division: Plant and machinery disposed during FY26. Operations discontinued. Shareholders approved proposal to lease the division via Postal Ballot.
  • Agro Division: Remained closed since 1998. Plant and machinery sold as scrap in FY2018-19. Process of selling land and building ongoing.
  • Exceptional Income: Generated from sale of textile division land and building (₹96,176.591 thousand), wind power division assets (₹5,708.963 thousand), and textile division plant and machinery (₹366.181 thousand).

Capital Structure Impact

No change in share capital during FY26. Paid-up equity capital remained at ₹4,235.443 thousand consisting of 42,35,443 equity shares of ₹10 each.

Cash Flow Implications

  • Inflow: ₹109,248.5 thousand from sale of fixed assets
  • Outflow: ₹64,331.6 thousand for repayment of borrowings
  • Net Change in Cash: Decrease of ₹2,256.135 thousand

Board and Management Changes

Director Appointments:

  • Mr. Hiren Hasmukh Shah and Mrs. Nishtha Harivanshi Pamnani as Independent Directors (from May 31, 2025)
  • Mr. Haribhai Becharbhai Malvia as Non-Executive Non-Independent Director (from July 1, 2025, resigned December 30, 2025)
  • Mr. Shyamalbhai J Mashruwala as Additional Director (from August 29, 2026, proposed for appointment as Non-Executive Non-Independent Director at AGM)

Director Resignations:

  • Mr. Harsukhbhai Mohanbhai Gondalia (May 29, 2025)
  • Mr. Haribhai Becharbhai Malvia (December 30, 2025)
  • Mr. Parth Mahendrakumar Pandya (August 14, 2026)

CFO Changes:

  • Mr. Sarojnath Awadhesh Mishra resigned (June 20, 2025)
  • Mr. Vinod Pandurang Jadhav appointed (June 24, 2025) and resigned (May 18, 2026)
  • Mr. Parth Pareshkumar Jariwala appointed (August 14, 2026)

Auditor Qualifications and Remarks

Statutory Auditors (M/s Ashish Bhoola & Co.) raised:

1. Material Uncertainty Regarding Going Concern due to:

  • Net losses before exceptional items of ₹385.89 lakhs in FY26 and past several years
  • Accumulated losses exceeding entire capital and reserves, negative net worth since FY1998
  • Current liabilities exceeding current assets by ₹2753.63 lakhs
  • Non-provision of certain liabilities and doubtful assets of ₹11542.49 lakhs
  • Closure of Agro and Textile divisions

2. Non-provision of Liabilities including interest to secured creditors and doubtful debts

3. Emphasis of Matter on employee benefit expenses accounting and pending confirmations/reconciliations

Management's Response: Plans to make company debt-free by disposing assets and negotiating with secured creditors for debt waiver. Believes no material impact from pending confirmations/reconciliations.

Legal Proceedings

  • NCLT Matter: Hon'ble NCLT Ahmedabad Bench dismissed waiver application and connected petition filed by Procon Financial & Investment Private Limited under Sections 241 and 242 of Companies Act, 2013 (order dated August 25, 2025).
  • NCLAT Appeal: Procon Financial & Investment Private Limited has filed appeal before NCLAT challenging NCLT order (pending adjudication).
  • Management Assessment: No material adverse impact on financial position or operations.

Other Material Disclosures

  • Dividend: No dividend recommended for FY26 due to carried forward losses
  • CSR: Not applicable as company doesn't meet threshold limits
  • Internal Financial Controls: Considered adequate and operating effectively
  • Related Party Transactions: Disclosed in AOC-2 format, all transactions approved by Audit Committee
  • MSME Dues: No outstanding dues for more than 45 days as of March 31, 2026
  • Dematerialization: 100% shares dematerialized effective from April 1, 2019
  • Vigil Mechanism: Policy in place, no complaints received during FY26

Forward-Looking Statements

Management plans to:

  • Dispose remaining assets to become debt-free
  • Negotiate with secured creditors for debt settlement
  • Lease wind power division land for solar/wind projects
  • Explore new business opportunities once debt-free