Key Financial Figures

Financial Performance (Amount in ₹ Lakhs)

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

| Total Revenue | 22,310.58 | 62,348.42 |

| Expenses | 20,766.73 | 56,204.91 |

| Profit Before Tax | 1,543.85 | 6,143.59 |

| Tax Expenses | 401.40 | 1,351.80 |

| Profit After Tax | 1,142.45 | 4,791.79 |

| Total Comprehensive Income | 1,142.45 | 4,791.79 |

Capital Structure

  • Authorized Share Capital: Increased from ₹2,000 lakh to ₹2,500 lakh (special resolution passed November 18, 2025)
  • Subscribed & Paid-up Equity Share Capital: ₹1,463.02 lakh as of March 31, 2026
  • During FY 2025-26, company converted 4,68,66,660 fully paid-up convertible warrants into equivalent equity shares at issue price of ₹5 per share (including premium of ₹4 each)

AGM Details

  • 35th Annual General Meeting to be held on Wednesday, July 15, 2026 at 01:00 PM through Video Conferencing/Other Audio-Visual Means
  • Record Date: Wednesday, July 8, 2026
  • Remote e-voting period: July 12, 2026 (9:00 AM) to July 14, 2026 (5:00 PM)

Agenda Items

Ordinary Business

1. Adoption of Audited IND AS Standalone Financial Statements for FY ended March 31, 2026

2. Re-appointment of Mr. Zishan Somabhai Meena (DIN: 10746289) as Director retiring by rotation

3. Re-appointment of Mr. Rajnikantbhai Patel (DIN: 09761281) as Director

4. Re-appointment of Mr. Shubham Sanjay Agrawal (DIN: 10565972) as Director

5. Appointment of M/s. Piyush Kothari & Associates, Chartered Accountants as Statutory Auditors for 5 years

Special Business

6. Appointment of Mrs. Dimpy Bansal (DIN: 11659672) as Non-Executive Independent Director for 5 years (April 20, 2026 to April 19, 2031)

7. Appointment of Mr. Sudhir Somchandra Agrawal (DIN: 10772513) as Non-Executive Independent Director for 5 years (April 28, 2026 to April 27, 2031)

Director Changes

  • Mr. Harshad Babubhai Patel and Mr. Jitendrakumar Jayantibhai Patel appointed as Independent Directors in 34th AGM (September 23, 2025)
  • Mrs. Kajalben Chetanbhai Vyas and Mr. Narendrasinh Jadeja resigned on January 27, 2026
  • Mrs. Dimpy Bansal, Mr. Rajnikantbhai Patel, and Mr. Shubham Sanjay Agrawal appointed as additional directors on April 20, 2026
  • Mr. Sudhir Somchandra Agrawal appointed as additional director on April 28, 2026

Key Managerial Personnel

  • Mr. Chetan Sharma appointed as Company Secretary and Compliance Officer on May 9, 2025
  • Mr. Akshaykumar Dineshkumar Patel appointed as Chief Executive Officer on October 17, 2025

Auditor Information

  • Statutory Auditors: M/s. Piyush Kothari & Associates, Chartered Accountants (FRN: 140711W) appointed in 1st EGM (November 18, 2025) to fill casual vacancy created by resignation of M/s A T K & Associates
  • Internal Auditors: M/s. Nexjuris LLP (LLP-IN: AAG-2687)
  • Secretarial Auditors: M/s. Mahesh Gupta & Co., Company Secretaries (CP No.: 1999)

Audit Qualifications and Observations

Statutory Auditor's Qualified Opinion

Auditors noted non-compliance with FEMA provisions:

1. Company did not realize certain export proceeds within prescribed period of 6 months from date of export

2. Company did not settle certain import payments within prescribed period of 6 months from date of shipment

Management's response: Export proceeds not realized due to vendors not receiving payments from their contracting parties; import payment delays due to technical issues at authorized banking institution

Secretarial Auditor's Observations (21 points)

Key observations include:

  • Website under reconstruction during review period
  • Delayed submission of shareholding patterns, financial results, and compliance reports
  • No UPSI entry maintained till June 2025
  • No independent woman director since March 11, 2025
  • Improper board composition until April 2026
  • No chairperson until April 28, 2026
  • Improper committee compositions until September 2025
  • Promoter sold 1,63,555 shares without complying with PIT regulations
  • Multiple delayed filings resulting in fines totaling ₹13.22 lakh

Regulatory Compliance Issues

  • Company applied for compounding of offense for delayed AGM holding (7 days delay for FY 2023-24 AGM)
  • Regional Director (Northern Region) passed interim order for compounding fees of ₹2.60 lakh (December 10, 2025)
  • Final order passed on payment of fees (March 5, 2026)
  • Paid various fines for delayed filings: ₹18.29 lakh (annual results), ₹51,920 (investor complaints), ₹3.59 lakh (Q1 results), ₹2,360 (shareholding pattern), ₹7.32 lakh (Q2 results), ₹1.89 lakh (Q3 results)

Business Updates

  • Company changed its main object by adding new objects relating to Infrastructure & Construction, Integrated Technologies Solutions, Strategic Resource Solutions and Logistics & Air Cargo
  • During FY 2025-26, company operated primarily in computer hardware trading segment
  • New business verticals (infrastructure, technology solutions, logistics) remain at nascent stage

Corporate Social Responsibility

  • CSR Committee constituted
  • Contributed ₹51.45 lakh towards CSR obligation to M/s. Sandhya Foundation
  • Focus areas: eradication of starvation, poverty, education for underprivileged children, old age home, and women empowerment

Shareholding Pattern (as of March 31, 2026)

  • Promoters: 63.42% (Vistara Network Private Limited 15.61%, Telexcell Enterprises LLP 47.81%)
  • Public: 36.58%
  • Over 99.46% of equity shares dematerialized

Other Significant Information

  • Company does not have any subsidiaries, joint ventures, or associate companies
  • No employee stock options granted during FY 2025-26
  • No sexual harassment complaints received during the year
  • No material related party transactions
  • Company paid listing fees for BSE for FY 2025-2026

Financial Ratios

  • Current Ratio: 1.11 times
  • Debt-Equity Ratio: 0.003 times
  • Net Profit Ratio: 6.96%
  • Return on Net Worth: 14.99%

Voting Instructions

  • AGM to be conducted through VC/OAVM as per MCA Circular No. 09/2024 and SEBI Circular
  • Members can join AGM 15 minutes before scheduled time
  • Facility available for 1000 members on first-come-first-served basis (exclusions for large shareholders, promoters, institutional investors, etc.)
  • NSDL appointed as e-voting agency