Financial Performance (FY 2025-2026)

  • Revenue from Operations: ₹0.00 (Previous FY: ₹0.00)
  • Other Income: ₹0.00 (Previous FY: ₹0.00)
  • Total Expenses: ₹99.68 lakhs (Previous FY: ₹900.22 lakhs)
  • Profit before Tax: Loss of ₹99.68 lakhs (Previous FY: Loss of ₹900.22 lakhs)
  • Tax Expenses: ₹45.43 lakhs (short/excess provision of previous year)
  • Net Profit: Loss of ₹145.11 lakhs (Previous FY: Loss of ₹900.22 lakhs)
  • Earnings Per Share (Basic & Diluted): ₹(0.09) (Previous FY: ₹(0.56))
  • Cash Flow from Operations: ₹64.16 lakhs inflow
  • Cash and Cash Equivalents at year-end: ₹0.06 lakhs

Capital Structure

  • Paid-up Share Capital: ₹31,90,00,500 consisting of 15,95,00,250 equity shares of face value ₹2 each
  • Promoter Holding: 13.09% (20,883,693 shares)
  • Public Holding: 86.91% (138,616,557 shares)
  • Dematerialized Shares: 99.51% of paid-up capital

Corporate Actions and AGM Business

32nd Annual General Meeting scheduled for Thursday, 24 September 2026 at 01:00 PM through Video Conferencing

Ordinary Business:

1. Adoption of audited financial statements for FY 2025-2026

2. Appointment of Mr. Abhinandan Jain (DIN: 03199953) who retires by rotation

Special Business:

3. Re-appointment of Mr. Abhinandan Jain as Whole-time Director for 3 years from 25 August 2026 to 24 August 2029 at fixed remuneration:

  • Salary: ₹6,00,000 per annum
  • No commission, performance-linked incentives, or other benefits disclosed
  • Remuneration may exceed 5% but not exceed 10% of net profits if adequate profits
  • In absence of profits, minimum remuneration payable as per Schedule V of Companies Act, 2013

Board and Management Changes

  • Mr. Arihant Jain resigned from the Board effective 02 June 2025
  • Ms. Sarita Mishra (Company Secretary and Compliance Officer) resigned on 01 September 2025
  • Mr. Abhinandan Jain currently serving as Compliance Officer in addition to Whole-time Director role
  • Current Board Composition: 1 Whole-time Director, 3 Independent Directors

Regulatory and Compliance Matters

Secretarial Audit Observations (Mr. Suprabhat Chakraborty):

1. Company Secretary position vacant since 01 September 2025 (BSE imposed penalty of ₹107,380)

2. Independent directors have not cleared online self-assessment proficiency test as per Companies (Appointment and Qualification of Directors) Rules, 2014

Statutory Auditor:

  • M/s Motilal & Associates LLP (FRN: 106584W/W100751) appointed for 5 years from FY 2025-2026 to 2029-2030
  • Unmodified audit opinion issued on financial statements

Internal Auditor:

  • M/s Abhishek R Jain & Co. (FRN: 148930W) appointed for FY 2025-26

Operational Highlights

  • Business Operations: Trading of textiles and realty business
  • Subsidiary: Investment in wholly-owned subsidiary Risa Universal Ltd (Hong Kong) written off as subsidiary was struck off in Hong Kong
  • Bankers: Canara Bank
  • Registrar & Share Transfer Agent: M/s PurvaSharegistry (India) Private Limited

Related Party Transactions

  • All related party transactions were at arm's length basis
  • No materially significant transactions with promoters, directors, or key managerial personnel
  • Form AOC-2 attached to Directors Report shows no reportable transactions

Corporate Governance

  • Compliance with Secretarial Standards SS-1 and SS-2
  • Whistle Blower Policy in place, no complaints received during the year
  • Risk Management Policy adopted by the Board
  • No CSR obligations as company doesn't meet threshold criteria

Other Significant Disclosures

  • Book Closure: 18 September 2026 to 24 September 2026 (both dates inclusive)
  • E-voting Period: 21 September 2026 (9:00 AM) to 23 September 2026 (5:00 PM)
  • Cut-off Date for E-voting: 17 September 2026
  • Scrutinizer: M/s Suprabhat & Co, Practicing Company Secretaries
  • Unpaid Statutory Dues: ₹0.55 lakhs in TDS short payment/deduction and related interest/penalties from prior years
  • GST Impact: GST registration cancelled during year, unutilized input tax credit of ₹9.37 lakhs written off

Capital and Loans

  • Current Borrowings: ₹1,013.19 lakhs (Previous FY: ₹207.81 lakhs)
  • Loan from Director: ₹15.90 lakhs (interest-free, repayable on demand)
  • Inter-corporate Deposit: ₹997.29 lakhs (interest @ 9%, repayable on demand)
  • No deposits accepted under Companies Act, 2013
  • No loans/guarantees/investments in contravention of Section 186 of Companies Act, 2013

Forward-looking Statements

No specific forward-looking guidance or management commentary provided in the document.