Key Financial Figures (₹ in Lakhs)

Financial Year 2025-2026 vs. 2024-2025

| Particulars | FY 2025-2026 | FY 2024-2025 | Change |

| Total Revenue | 476.78 | 650.82 | -26.74% |

| Total Expenses | 471.26 | 600.93 | -21.58% |

| Profit Before Tax (PBT) | 5.52 | 49.89 | -88.93% |

| Tax Expense | 1.44 | 12.97 | -88.90% |

| Profit After Tax (PAT) | 4.08 | 36.92 | -88.95% |

Other Financial Position Highlights (as of March 31, 2026)

  • Authorized Share Capital: ₹400.00 Lakhs (40,00,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹308.00 Lakhs (30,80,000 equity shares of ₹10 each). No change during the year.
  • Net Worth: ₹410.56 Lakhs
  • Inventory: ₹80.19 Lakhs (down from ₹155.88 Lakhs in FY25)
  • Cash and Cash Equivalents: ₹134.11 Lakhs (up from ₹23.00 Lakhs in FY25)
  • Investment: ₹200.00 Lakhs in 20,000 Unsecured Redeemable Non-Convertible Debentures of Vanchinad Finance Private Limited, allotted on 04/05/2021, maturing on 04/05/2031, carrying 15% interest.

Annual General Meeting (AGM) Details

  • 84th AGM Date: Wednesday, July 15, 2026
  • Time: 4:00 P.M.
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Cut-off date for determining voting rights: Wednesday, July 8, 2026
  • Remote e-voting period: July 12, 2026 (9:00 A.M.) to July 14, 2026 (5:00 P.M.) via CDSL.
  • Scrutinizer: Ms. Liya Antony, Practicing Company Secretary (ACS: 39611)

Business to be Transacted

1. Ordinary Business: Adoption of Audited Financial Statements for FY 2025-2026.

2. Special Business: Special resolution to approve the renewal of a lease agreement with M/s B R D Motors Limited, a related party.

Details of Special Business - Related Party Transaction

  • Related Party: M/s B R D Motors Limited (Company in which Directors have significant influence).
  • Nature of Transaction: Renewal of Lease Agreement for property at Building No. 1/110, BRD Complex, NH Bypass, Konikkara, Thrissur-680306, Kerala.
  • Use: Registered office and business of sales of pre-owned luxury cars.
  • Term: 11 months, effective from September 1, 2026.
  • Lease Rent: ₹50,000.00 per month (increased from ₹10,000.00 with shareholder approval on July 24, 2024).
  • Security Deposit: Nil
  • Rent Escalation: Not specified.
  • Approval: Previously approved by shareholders on August 31, 2022 (₹10,000 rent) and July 24, 2024 (rent increase). Approved by the Audit Committee and Board, subject to member approval.
  • The transaction is stated to be at arm's length and in the ordinary course of business.

Corporate & Management Structure

Board of Directors (4 Members)

1. Mr. Jijin Chanayil Surendran (DIN: 03305487) - Executive & Managing Director

2. Mr. Mathew Jose (DIN: 00542339) - Non-Executive & Independent Director

3. Adv. Sunny Mathew (DIN: 08389552) - Non-Executive & Independent Director

4. Ms. Liji Jmmy Thalakkottoor (DIN: 08448618) - Non-Executive & Independent Director

Key Managerial Personnel (KMP)

  • Chief Financial Officer (CFO): Mr. T.K Abdul Jaleel (PAN: BSOPA1698H)
  • Company Secretary & Compliance Officer: Ms. Villadath Vinitha (ACS59401, PAN: BTZPV9135L)

Board Committees

  • Audit Committee: Mr. Mathew Jose (Chairman), Mr. Jijin Chanayil Surendran, Adv. Sunny Mathew, Ms. Liji Jmmy Thalakkottoor (Members). Met 5 times during the year.
  • Nomination & Remuneration Committee: Adv. Sunny Mathew (Chairman), Mr. Mathew Jose, Ms. Liji Jmmy Thalakkottoor (Members). Met 1 time during the year.
  • Stakeholders Relationship Committee: Mr. Mathew Jose (Chairman), Adv. Sunny Mathew, Mr. Jijin Chanayil Surendran (Members). Met 1 time during the year.

Remuneration to Directors/KMP (₹ in Lakhs)

  • Mr. Jijin Chanayil Surendran (Managing Director): Remuneration ₹6.50, Sitting Fees ₹0.20
  • Mr. T.K Abdul Jaleel (CFO): Remuneration ₹4.25
  • Ms. Villadath Vinitha (Company Secretary): Remuneration ₹7.39
  • Independent Directors: Sitting Fees only (amounts not individually specified in summary data).

Operational & Business Review

  • Business: The company is engaged in the purchase, sale, and exchange of pre-owned luxury cars.
  • Performance: Revenue decreased to ₹476.78 Lakhs from ₹650.82 Lakhs in the previous year. The company attributed the decline in profitability to evolving market conditions but emphasized a focus on strengthening inventory and customer experience.
  • Dividend: The Board did not recommend any dividend for FY 2025-2026.
  • General Reserve: No amount was transferred to General Reserve during the year.
  • Shareholding Pattern (as of March 31, 2026): Promoter & Promoter Group held 74.64% (2,298,966 shares). Public shareholding was 25.36% (781,034 shares). 98.89% of shares were held in dematerialized form.
  • Compliance: The company stated it complied with provisions of the Companies Act, 2013, regarding loans, investments, guarantees (none made during the year), and related party transactions.

Auditor Details & Reports

  • Statutory Auditors: M/s Ayyar & Cherian (FRN: 000284S). Appointed until the conclusion of the AGM for FY 2027-28.
  • Internal Auditor: R Sreenivasan, Chartered Accountant (Membership No: 022315).
  • Secretarial Auditor: Ms. Liya Antony, Practicing Company Secretary (ACS 39611). Appointed for 5 years from FY 2025-26.

Key Observations from Auditors' Reports

  • Statutory Auditors (Ayyar & Cherian): Issured an unqualified opinion. Key Audit Matter was revenue recognition from sale of vehicles (₹416.60 Lakhs) and park & sale commission (₹30.05 Lakhs).
  • Report on Internal Financial Controls (IFC): Opinion that the company maintained adequate IFC over financial reporting and they were operating effectively as of March 31, 2026.
  • Specific Qualification/Emphasis: Noted that the audit trail (edit log) feature in the accounting software was not enabled during the financial year. The board noted this observation and stated it would take effective measures to rectify it in the current financial year.
  • Secretarial Auditor (Liya Antony): Issured a report with one qualification, reiterating the point about the audit trail feature not being enabled. Otherwise, confirmed compliance with applicable laws and regulations.

Other Material Disclosures

  • Meetings: The Board met 6 times during the year on: 09.05.2025, 28.05.2025, 16.06.2025, 06.08.2025, 14.11.2025, 11.02.2026.
  • Related Party Transactions: Disclosed transactions including remuneration to KMPs/Directors and the lease with BRD Motors. The park & sale commission agreement with BRD Car World Limited (₹150,000 fixed + variable monthly commission) was not renewed for FY 2026-27.
  • Corporate Governance: The company stated that specific corporate governance provisions under SEBI LODR Regulations were not applicable as its paid-up capital and net worth were below the threshold limits (below ₹10 Cr and ₹25 Cr, respectively).
  • Vigil Mechanism/Whistle Blower Policy: In place. No complaints were reported during the year.
  • CSR: Not applicable to the company.
  • Previous AGM: The last AGM was held on July 11, 2025.

Capital Structure Impact

No impact on share capital during the year. Authorized and paid-up capital remained unchanged.

Cash Flow Implications

As per the Cash Flow Statement:

  • Net cash from operating activities: ₹111.11 Lakhs (inflow)
  • Net cash from investing activities: ₹0.00 Lakhs
  • Net cash from financing activities: ₹0.00 Lakhs
  • Net increase in cash and cash equivalents: ₹111.11 Lakhs
  • Cash and cash equivalents at the end of the period: ₹134.11 Lakhs

Forward-Looking Statements

Management's Discussion and Analysis contained cautionary statements that it includes forward-looking statements based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially.