Financial Performance (Standalone)

FY 2025-26 Results:

  • Revenue & Other Income: ₹394.80 lakh (FY25: ₹376.91 lakh)
  • Total Expenditure: ₹381.97 lakh (FY25: ₹205.32 lakh)
  • Operating Profit Before Tax: ₹12.83 lakh (FY25: ₹171.59 lakh)
  • Profit After Tax: ₹151.26 lakh (FY25: ₹243.78 lakh) - decrease of 38%
  • EBITDA: ₹235.28 lakh (FY25: ₹290.53 lakh)
  • Earnings Per Share: ₹1.51 (FY25: ₹2.44)

Key Financial Position as at 31st March 2026:

  • Paid-up Equity Capital: ₹1,000.00 lakh (10,000,000 equity shares of ₹10 each)
  • Net Worth: ₹353.28 lakh (negative other equity of ₹646.72 lakh)
  • Total Borrowings: ₹2,442.87 lakh (Secured: ₹644.01 lakh, Unsecured: ₹1,798.86 lakh)
  • Total Assets: ₹2,993.03 lakh
  • Net Investment in Finance Lease Receivable: ₹931.07 lakh

Business Operations

The company derived major revenue from:

1. Solar power generation through grid-connected solar plants

2. Technical and consultancy services to industries

Revenue breakdown:

  • Technical Fee & Consultancy Charges: ₹263.27 lakh (primarily from associate SBEC Sugar Limited)
  • Finance Income on Leased Assets (solar plants): ₹82.72 lakh
  • Profit on Finance Lease (discounting): ₹40.37 lakh

Material Events and Developments

1. Selective Capital Reduction Scheme:

  • Board approved on 26th June 2023 to reduce share capital from ₹10 crores to ₹7.96 crores
  • Scheme involves cancellation of 20,40,000 equity shares (20.4% of paid-up capital) held by dissolved promoter SBEC Systems Limited (UK)
  • BSE issued 'no adverse observations' letter on 24th July 2024
  • Shareholders approved via special resolution at 35th AGM on 28th September 2024
  • Application filed with NCLT, New Delhi Bench - matter pending adjudication (last hearing: 13th July 2026)

2. SEBI Takeover Regulations Matter:

  • Supreme Court order dated 4th March 2025 directed promoters to make public announcement for SBEC Sugar Limited shares
  • Company made public announcement on 2nd June 2025
  • Successfully completed open offer on 9th January 2026
  • Original SEBI order dated 17th September 2018 alleged violation of Regulation 3(2) of SAST Regulations, 2011

3. Associate Company Investment:

  • Investment in SBEC Sugar Limited: 1,42,30,884 shares (29.86% holding) at cost of ₹1,423.09 lakh
  • Net worth attributable to shareholding: negative ₹3,679.29 lakh
  • Share of loss not considered in consolidation: ₹3,680.34 lakh

Corporate Governance

Board Composition:

  • Total Directors: 6 (3 Independent, 1 Executive, 2 Non-Executive)
  • Chairman: Mr. Vijay Kumar Modi (Non-Executive)
  • CEO: Mr. Shiv Shankar Agarwal (Executive Director)
  • Mr. Jagdish Chander Chawla retired as Independent Director on 22nd September 2025

Board Meetings:

  • 5 meetings held during FY25-26 on: 10-Apr-2025, 29-May-2025, 12-Aug-2025, 12-Nov-2025, 10-Feb-2026

Key Managerial Personnel:

  • Chief Financial Officer: Mr. Lakhmi Chand Sharma (remuneration: ₹12.80 lakh, 8% increase)
  • Company Secretary: Ms. Himani Mittal (remuneration: ₹12.95 lakh, 8% increase)
  • CEO: Mr. Shiv Shankar Agarwal (not drawing remuneration)

Committees:

  • Audit Committee: Mr. Ajay Kumar Aggarwal (Chairman), met 4 times
  • Nomination and Remuneration Committee: Mr. Ajay Kumar Aggarwal (Chairman), met 2 times
  • Stakeholders Relationship Committee: Mr. Vijay Kumar Modi (Chairman), met 1 time

SEBI/Stock Exchange Matters:

  • BSE imposed penalty of ₹2,360 for delayed submission of shareholding pattern (paid)
  • Only 60% of promoter shares dematerialized as on 31st March 2026
  • Shares traded under Trade to Trade basis in Group "XT" since 6th July 2022

Secretarial Audit:

  • Conducted by M/s Soniya Gupta & Associates
  • Qualified report with 4 observations:

1. Pending SEBI takeover matter (now resolved per Supreme Court order)

2. Pending capital reduction scheme with NCLT

3. Only 60% promoter shares dematerialized

4. BSE penalty for delayed filing

Statutory Audit:

  • Auditors: M/s Thakur, Vaidyanath Aiyar & Co. (FRN: 000038N)
  • Appointed for first term of 5 years from 35th AGM (till 40th AGM)
  • Audit fee: ₹1.66 lakh (including tax)
  • Clean audit report without qualifications

Related Party Transactions

Material RPTs for FY25-26:

1. SBEC Sugar Limited: Technical services ₹263.27 lakh

2. Modi Industries Limited: Lease rent ₹43.20 lakh

3. Various entities: Finance lease rent from solar plants ₹118.18 lakh

4. Jayesh Tradex Pvt. Ltd.: Purchase of items ₹0.49 lakh, finance lease rent ₹10.61 lakh

All transactions were at arm's length price and in ordinary course of business, approved by Audit Committee.

Capital Structure and Shareholding

Shareholding Pattern (31st March 2026):

  • Promoter & Promoter Group: 50.99% (50,99,760 shares)
  • Public Shareholding: 49.00% (49,00,240 shares)
  • Dematerialized shares: 42.25% (42,25,013 shares)
  • Physical shares: 57.75% (57,74,987 shares)

Major Shareholders (>5%):

  • Mr. Umesh Kumar Modi: 20.79%
  • SBEC Systems Limited (UK): 20.40%
  • Longwell Investments Pvt. Ltd.: 5.50%

Dividend and Reserves

  • No dividend declared for FY25-26 to conserve resources
  • No amount transferred to reserves

Employee Information

  • Total employees: 2 (1 male, 1 female)
  • Median remuneration: ₹12.88 lakh
  • Average salary increase: 8%
  • Gratuity liability: ₹3.46 lakh (unfunded)

Legal and Regulatory Proceedings

Contingent Liabilities:

1. Interest on foreign currency loan: ₹263.60 lakh (USD 281,974)

2. Foreign currency fluctuation expense on FC loan: ₹35.17 lakh (for Jan-Mar 2026 period, not provided)

3. Counter guarantee to Mr. Umesh Kumar Modi: ₹1,051 lakh for bank guarantees

Foreign Currency Loan:

  • From Occident Orient Company Limited (Mauritius): USD 1,004,944
  • Lender company declared defunct since 13th December 2008
  • Interest provision stopped since 1st January 2009 pending RBI approval

Internal Financial Controls

  • Auditor's report confirms adequate internal financial controls
  • Systems are operating effectively
  • No material weaknesses reported

Forward Outlook

  • Company intends to explore additional solar projects
  • Plans to diversify into allied renewable technologies
  • Strong financial position with healthy cash flows and sufficient liquidity

Other Disclosures

  • CSR provisions not applicable (below threshold limits)
  • No deposits accepted from public
  • No material orders passed by regulators/courts impacting going concern
  • No sexual harassment cases filed during the year
  • Annual General Meeting scheduled for 29th September 2026 through video conferencing

Audit Qualifications

All auditor reports (Statutory, Secretarial, Internal) are clean without any qualifications or adverse remarks.