Financial Performance

Income Statement Highlights (₹ lakhs):

  • Revenue from Operations: ₹318.53 (FY 2024-25: ₹167.35) - 90.4% increase
  • Other Income: ₹51.25 (FY 2024-25: ₹74.31) - 31.0% decrease
  • Total Income: ₹369.78 (FY 2024-25: ₹241.66) - 53.0% increase
  • Profit Before Tax: ₹18.30 (FY 2024-25: ₹39.96) - 54.2% decrease
  • Tax Expense: (₹0.72) credit (FY 2024-25: ₹7.00 expense)
  • Profit for the Year: ₹19.02 (FY 2024-25: ₹32.96) - 42.3% decrease
  • Basic & Diluted EPS: ₹0.38 (FY 2024-25: ₹0.66)
  • Other Comprehensive Loss: (₹1,867.59) (FY 2024-25: ₹402.08 loss)
  • Total Comprehensive Loss: (₹1,848.57) (FY 2024-25: ₹369.12 loss)

Balance Sheet Highlights (₹ lakhs):

  • Total Assets: ₹3,794.97 (FY 2024-25: ₹6,033.71) - 37.1% decrease
  • Property, Plant & Equipment: ₹48.17 (FY 2024-25: ₹49.74)
  • Investments: ₹3,512.36 (FY 2024-25: ₹5,726.43) - 38.7% decrease
  • Cash & Cash Equivalents: ₹23.93 (FY 2024-25: ₹248.13) - 90.4% decrease
  • Total Equity: ₹3,428.55 (FY 2024-25: ₹5,277.12) - 35.0% decrease
  • Share Capital: ₹499.96 (unchanged)
  • Other Equity: ₹2,928.59 (FY 2024-25: ₹4,777.16)
  • Deferred Tax Liability: ₹361.70 (FY 2024-25: ₹752.81)

Key Operational Metrics

  • Business Nature: Trading of fabrics, dress materials, man-made fibers, cotton fibers, textiles, and related products; consulting services for capital issues and management advisory
  • Paid-up Equity Share Capital: ₹499.96 lakhs (4,999,575 equity shares of ₹10 each)
  • No dividend recommended for FY 2025-26
  • Corporate Governance provisions not applicable as paid-up capital below ₹10 crore threshold
  • Company has only 3 permanent employees

Investments Portfolio

The Company holds significant investments in quoted equity instruments valued at Fair Value Through OCI:

  • PDS Ltd: 1,299,525 shares valued at ₹3,400.21 lakhs
  • ABC India Ltd: 40,600 shares valued at ₹21.94 lakhs
  • Bengal & Assam Company Ltd: 183 shares valued at ₹9.95 lakhs
  • Datamatics Global Services Ltd: 12,000 shares valued at ₹76.47 lakhs (new acquisition)
  • Sika Interplant Systems Ltd: 470 shares valued at ₹3.79 lakhs
  • Total Quoted Investments: ₹3,512.36 lakhs (Market Value: ₹3,512.36 lakhs)

The Company realized significant unrealized losses of ₹1,867.59 lakhs (net of tax) on these investments through Other Comprehensive Income.

Board and Management Changes

Directors Seeking Reappointment:

1. Mrs. Krina Shah (DIN: 01798704) - Director retiring by rotation

  • Age: 58 years, Qualification: Graduate
  • Experience: 10 years in leadership marketing
  • Relationship: Wife of Sanjiv Shah, Director
  • Other Directorships: Sanblue Consulting LLP, Fibre2Fashion Private Limited
  • Shareholding: Nil
  • Board Meetings Attended: 2 out of 4

2. Mr. Jose Daniel (DIN: 03532474) - Reappointment as Managing Director & CEO

  • Proposed term: July 1, 2026 to June 30, 2031 (5 years)
  • Remuneration: ₹70,000 per month (consolidated, unchanged from previous)
  • Age: 50 years, Qualification: Master's in Electronics, Executive Program from IIM Kolkata
  • Experience: Nearly two decades in B2B Information Technology, Textile and Apparel industries
  • Awards: Recognized as one of the 100 future IT Leaders of India
  • Other Directorships: Fibre2Fashion Private Limited, Fibre2Fashion Retail Private Limited
  • Shareholding: Nil
  • Board Meetings Attended: 4 out of 4

Current Board Composition:

  • Mr. Jose Daniel - Managing Director & CEO
  • Mr. Sanjiv Shah - Director
  • Mrs. Krina Shah - Women Director
  • Mr. Bhavik Shah - Independent Director
  • Mr. Fenil Shah - Independent Director
  • Mr. Milan Shah - Independent Director

Key Managerial Personnel:

  • Mr. Dhaval Sheth - CFO
  • Mr. Jekil Pancholi - Company Secretary

Annual General Meeting Details

  • Date: Saturday, September 26, 2026
  • Time: 12:00 pm (noon)
  • Mode: Video Conferencing/Other Audio Visual Means
  • Venue: Registered Office at 22A, Government Servant Society, Near Municipal Market, C.G. Road, Ahmedabad - 380 009

Business to be Transacted:

Ordinary Business:

1. Adoption of audited financial statements for FY 2025-26

2. Reappointment of Mrs. Krina Shah as director retiring by rotation

Special Business:

3. Reappointment of Mr. Jose Daniel as Managing Director & CEO

Voting Arrangements:

  • Remote e-voting period: September 23, 2026 (9:00 AM) to September 25, 2026 (5:00 PM)
  • Cut-off date: September 19, 2026
  • E-voting agency: Central Depository Services (India) Limited (CDSL)
  • Scrutinizer: Mr. Sanjay Dayalji Kukadia, Practising Company Secretary
  • Register of Members closure: September 20, 2026 to September 26, 2026 (both days inclusive)

Risk Factors Disclosed

  • Inadequate profits due to challenging market conditions, increased operating costs, and competitive business environment
  • Company focusing on revenue growth, customer base expansion, operational efficiency, and cost control
  • Significant concentration risk: 86.14% of total revenue from a single key customer
  • Investments subject to market price volatility resulting in substantial unrealized losses

Capital Structure Impact

  • No change in share capital during the year
  • No dilution or change in promoter holding
  • Promoter holding: 66.81% (Sanjiv Shah: 59.65%, Shah Sanjivbhai Dhireshbhai-HUF: 7.16%)

Cash Flow Implications

  • Net cash used in operating activities: ₹229.33 lakhs
  • Net cash from investing activities: ₹5.13 lakhs
  • No cash from financing activities
  • Net decrease in cash: ₹224.20 lakhs
  • Cash position declined from ₹248.13 lakhs to ₹23.93 lakhs

Forward-looking Statements

Management expects measures undertaken to have positive impact on revenue growth, cost optimization, and overall profitability, thereby improving financial performance in coming years.