AGM Details

The 11th Annual General Meeting will be held on Saturday, 26th September 2026 at 11:30 AM (IST) through Video Conferencing/Other Audio-Visual Means (OAVM). The meeting will be conducted without physical presence of members pursuant to MCA General Circular No. 09/2024 and SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 3, 2024.

Business to be Transacted

Ordinary Business:

1. Item 1: Adoption of audited Standalone Financial Statements for FY ended 31st March 2026 and Reports of Directors and Auditors

2. Item 2: Re-appointment of Mr. Rajnishkumar S. Singh (DIN: 07192704) who retires by rotation as Director

Special Business:

3. Item 3: Approval of Related Party Transactions up to ₹10 crores aggregate value during FY 2026-2027

4. Item 4: Approval of specific transactions with related parties:

  • Mr. Rajnishkumar Singh (MD): Unsecured loans/advances up to ₹25,00,00,000
  • Mr. Mihir Patwa (CFO): Unsecured loans/advances up to ₹10,00,00,000

Financial Performance Highlights (FY 2025-2026)

  • Total Income: ₹14,257.62 lakh (₹142.58 crore)
  • Revenue from Operations: ₹14,175.23 lakh (₹141.75 crore) - increased from ₹4,856.11 lakh in FY25
  • Purchases of Stock-in-Trade: ₹14,116.93 lakh
  • Net Loss After Tax: ₹(628.72) lakh (₹6.29 crore) - compared to profit of ₹17.30 lakh in FY25
  • Retained Earnings: Closing balance of ₹(392.37) lakh (negative)
  • No dividend declared due to losses

Capital Structure Changes

  • Authorized Share Capital: Increased from ₹100 crore to ₹130 crore during the year
  • Issued, Subscribed and Paid-up Capital: ₹101,53,47,685 as of 31st March 2026 (101,53,47,685 equity shares of ₹1 each)
  • Rights Issue: Allotted 24,68,73,025 equity shares at ₹1 per share aggregating ₹24,68,73,025

Related Party Transactions

Previous Year Transactions (FY 2025-2026):

  • Loans taken from Mr. Rajnishkumar Singh: ₹8,28,19,000
  • Loans taken from Mr. Mihir Patwa: ₹6,83,69,000
  • Loans given by Company: ₹92,70,000

Current Year Transactions (until quarter preceding approval):

  • Loans given to Mr. Rajnishkumar Singh: ₹4,15,00,000
  • Loans given to Mr. Mihir Patwa: ₹4,70,19,563
  • Other loans given: ₹1,64,00,000

Proposed Transactions (FY 2026-2027):

The company seeks omnibus approval for RPTs not exceeding ₹10 crore aggregate value, with specific approvals for:

1. Mr. Rajnishkumar Singh: Unsecured loans up to ₹25 crore

2. Mr. Mihir Patwa: Unsecured loans up to ₹10 crore

These transactions are stated to be in ordinary course of business, at arm's length basis, and for meeting business objectives and short-term funding needs.

Board and Committee Composition

Board of Directors:

1. Mr. Rajnishkumar S. Singh - Managing Director (DIN: 07192704)

2. Mrs. Monam Kapoor - Non-Executive Independent Director

3. Mrs. Preeti Garg - Non-Executive Independent Director

4. Mrs. Swati Jain - Non-Executive Independent Director

5. Mrs. Saloni Mehra - Non-Executive Non-Independent Director

Key Managerial Personnel:

1. Mr. Mihir Shrenik Patwa - Chief Financial Officer

2. Ms. Anupma Kashyap - Company Secretary & Compliance Officer

Committee Composition:

  • Audit Committee: Mrs. Preeti Garg (Chairperson), Mrs. Monam Kapoor, Mr. Rajnishkumar Singh
  • Nomination and Remuneration Committee: Mrs. Preeti Garg (Chairperson), Mrs. Monam Kapoor, Mrs. Saloni Mehra
  • Stakeholders' Relationship Committee: Mrs. Preeti Garg (Chairperson), Mrs. Monam Kapoor, Mrs. Saloni Mehra
  • Risk Management Committee: Mr. Rajnishkumar Singh (Chairperson), Mrs. Preeti Garg, Mrs. Monam Kapoor

Auditor Appointments

  • Statutory Auditors: M/s. Motilal & Associates LLP (FRN: 106584W/W100751) appointed for 5 years until 14th AGM in 2028
  • Secretarial Auditors: M/s. HSPN & Associates LLP
  • Internal Auditors: M/s. Gaurav Chandak & Associates

Regulatory Compliance Issues

  • Paid fine of ₹5,900 to BSE for Regulation 23(9) non-compliance regarding RPT disclosure format
  • Paid penalty of ₹29,500 to BSE for non-compliance of Regulation 43A (Dividend Distribution Policy disclosure)
  • Paid penalty of ₹1,82,000 to BSE for non-constitution of Risk Management Committee during FY 2023-2024

E-voting Arrangements

The company has appointed National Securities Depository Limited (NSDL) as authorized agency for e-voting. The remote e-voting period is from 23rd September 2026 (9:00 AM) to 25th September 2026 (5:00 PM).

Other Significant Disclosures

  • Shareholding Pattern: 99.99% shares in dematerialized form (10,15,28,928 shares), 0.01% in physical form (58,400 shares)
  • Employee Strength: 47 employees (25 male, 22 female)
  • CSR: Not applicable as company doesn't meet threshold criteria
  • Business: Company operates in wellness/pharmaceutical sector with flagship brand "PlayWin" for sexual wellness products

Financial Position (as at 31st March 2026)

  • Total Assets: ₹10,857.55 lakh
  • Non-Current Assets: ₹2,493.89 lakh (including PPE ₹4.84 lakh, Loans & Advances ₹1,320.01 lakh, Investments ₹754.50 lakh)
  • Current Assets: ₹8,363.66 lakh (including Inventories ₹1,315.15 lakh, Trade Receivables ₹1,931.13 lakh, Cash & Bank ₹959.08 lakh)
  • Total Equity: ₹10,256.22 lakh
  • Current Liabilities: ₹332.85 lakh
  • Non-Current Liabilities: ₹268.48 lakh

Auditor's Qualifications

The Statutory Auditor's report contains an Emphasis of Matter regarding write-off of sundry debtors amounting to ₹9.70 crore during the year, which management considered irrecoverable. The auditor's opinion is not modified in respect of this matter.

#Tags: #RajnishWellness #AGM2026 #SEBIDisclosure #AnnualReport #RelatedPartyTransactions #FinancialResults #RegulatoryCompliance #NegativeResults