Board Meeting Details

The Board of Directors meeting was held on Thursday, August 13, 2026, commencing at 04:00 PM and concluding at 05:15 PM.

Key Matters Approved

1. Financial Results Approval

The Board approved the Un-Audited Financial Results of the Company for the quarter ended June 30, 2026. The financial results show:

  • Income from operations: ₹0.00 lakh (Q2 FY27) vs ₹0.00 lakh (Q2 FY26)
  • Other income: ₹0.00 lakh (Q2 FY27) vs ₹0.00 lakh (Q2 FY26)
  • Total income: ₹0.00 lakh (Q2 FY27) vs ₹0.00 lakh (Q2 FY26)
  • Employee benefits expense: ₹3.20 lakh (Q2 FY27) vs ₹2.44 lakh (Q2 FY26)
  • Finance costs: ₹0.59 lakh (Q2 FY27) vs ₹0.53 lakh (Q2 FY26)
  • Other expenses: ₹11.69 lakh (Q2 FY27) vs ₹14.02 lakh (Q2 FY26)
  • Total expenses: ₹15.48 lakh (Q2 FY27) vs ₹16.99 lakh (Q2 FY26)
  • Loss before tax: ₹(15.48) lakh (Q2 FY27) vs ₹(16.99) lakh (Q2 FY26)
  • Tax expense: ₹0.00 lakh
  • Net loss: ₹(15.48) lakh (Q2 FY27) vs ₹(16.99) lakh (Q2 FY26)
  • Total comprehensive loss: ₹(15.48) lakh (Q2 FY27) vs ₹(16.99) lakh (Q2 FY26)
  • Paid-up equity share capital: ₹2,501.30 lakh (25,013,000 shares of face value ₹1 each)
  • Earnings per share (Basic): ₹(0.01) (Q2 FY27) vs ₹(0.01) (Q2 FY26)
  • Earnings per share (Diluted): ₹(0.01) (Q2 FY27) vs ₹(0.01) (Q2 FY26)

2. Limited Review Report

The Board noted the Limited Review Report issued by the statutory auditors, M/s Chatterjee & Chatterjee, Chartered Accountants, on the financial results for the quarter ended June 30, 2026.

3. Revision of Preferential Issue Allottee

The Board approved the substitution of proposed allottee Mr. Kamal Khera with Mrs. Kiran Khera for 5,00,000 (Five Lakh) convertible warrants in the proposed preferential issue. The revision maintains the same number of warrants (5,00,000) and category (Non-Promoter). All other terms and conditions of the proposed preferential issue remain unchanged, subject to applicable statutory and regulatory approvals.

Preferential Issue Details

The Company plans to issue up to 35,87,44,394 (Thirty Five Crore Eighty Seven Lakh Forty Four Thousand Three Hundred Ninety Four) convertible warrants at a price of ₹2.23 per warrant (including premium of ₹1.23 per share), aggregating up to ₹80,00,00,000 (Eighty Crores).

Proposed Allottees (Revised):

1. Amzen Financial Services Private Limited (Promoter) - 9,86,54,709 warrants

2. Adritah Autoparts Private Limited (Promoter) - 2,46,63,677 warrants

3. Excel Hosiery Private Limited (Promoter) - 2,46,63,677 warrants

4. MGR Investment Private Limited (Promoter) - 2,24,21,525 warrants

5. Nisha Gaushal (Non-Promoter) - 10,00,000 warrants

6. Vivek Kumar Bhat (Non-Promoter) - 10,00,000 warrants

7. Shivang Garg (Non-Promoter) - 10,00,000 warrants

8. Quintelux Essentials Private Limited (Non-Promoter) - 1,00,00,000 warrants

9. Chetan Singla (Non-Promoter) - 1,75,00,000 warrants

10. Nital Nishith Shah (Non-Promoter) - 10,00,000 warrants

11. Dhiraj Mehta (Non-Promoter) - 5,00,000 warrants

12. Kiran Khera (Non-Promoter) - 5,00,000 warrants

13. Suvi Rubber Private Limited (Non-Promoter) - 25,00,000 warrants

14. Golden Axis Infrastructure Private Limited (Non-Promoter) - 1,79,37,220 warrants

15. Sindeolia Mudratech Private Limited (Non-Promoter) - 1,79,37,220 warrants

16. Birbal Advisory Private Limited (Non-Promoter) - 7,26,23,318 warrants

17. Mahakram Developers Private Limited (Non-Promoter) - 4,48,43,048 warrants

Post-Issue Shareholding Impact (on fully diluted basis):

  • Amzen Financial Services: 16.20% holding
  • Adritah Autoparts: 4.05% holding
  • Excel Hosiery: 4.05% holding
  • MGR Investment: 3.68% holding
  • Other non-promoters: Holdings ranging from 0.08% to 11.93%

Financial Statement Notes

Note 3: Enforcement Directorate Matter

A Provisional Attachment Order No. 09/2024 was issued on September 13, 2024, by the Deputy Director at Gurugram Zonal Office, Directorate of Enforcement, New Delhi (Reference: F.No.ECIR/GNZO/14/2024 dated September 5, 2024). The order pertains to attachment of shares held by the promoter and freezing of one bank account of the Company. The order was confirmed by Adjudicating Authority, but the Company has filed an appeal before the Appellate Authority which is pending. The matter is sub-judice and does not affect business operations. No adjustments have been made to financial results.

Note 4: Subsidiary and Joint Venture Changes

During previous financial year, the Company completed sale of its entire investment in erstwhile subsidiary RT Packaging Limited effective November 13, 2025. Rollatainers-Toyo Machine Private Limited ceased to be a joint venture effective December 30, 2025. The Company had no subsidiary, associate or joint venture during Q2 FY27.

Note 5: Going Concern

Accumulated losses as on June 30, 2026 stand at ₹12,450.55 lakhs. However, financial results have been prepared on going concern basis as management is confident about the Company's ability to continue.

Note 6: Subsequent Event

Board approved issuance of up to 35,87,44,394 convertible warrants on preferential basis at ₹2.23 per warrant, aggregating ₹80 crore, subject to shareholder and regulatory approvals.

Note 8: Labour Codes

Government of India notified four new Labour Codes on November 21, 2025. Based on assessment, the impact is not material to the Company.

Auditor's Review Report

Chatterjee & Chatterjee issued a limited review report with the following emphasis:

Material Uncertainty Regarding Going Concern

Company incurred net loss of ₹15.48 lakh for Q2 FY27 and accumulated losses of ₹12,450.55 lakh as at June 30, 2026, resulting in erosion of net worth. This indicates material uncertainty which may cast significant doubt about Company's ability to continue as going concern, though management remains confident.

Other Emphasis Matters

  • Enforcement Directorate attachment order and ongoing legal proceedings
  • Sale of investment in RT Packaging Limited and cessation of joint venture
  • Few bank accounts are dormant and pending reconciliation (balances not material)
  • Trade payables, trade receivables and other loans require reconciliation and confirmation