Key Dates and Logistics

  • AGM Date & Time: Thursday, 30th July, 2026 at 2:00 P.M. IST.
  • AGM Venue: Registered Office at 1301, 13th Floor, Peninsula Business Park, Tower B, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400013.
  • Remote E-Voting Period: Commences Monday, 27th July, 2026 at 09:00 A.M. and ends Wednesday, 29th July, 2026 at 05:00 P.M.
  • Cut-off Date for Voting Eligibility: Thursday, 23rd July, 2026.
  • Register of Members & Share Transfer Books Closure: Friday, 24th July, 2026 to Thursday, 30th July 2026 (both days inclusive).
  • The Notice and Annual Report are being sent only through electronic mode to members with registered email addresses.

Business to be Transacted at AGM

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon.

2. To re-appoint Mr. Vipul Popatlal Chheda (DIN: 00297838) who retires by rotation and, being eligible, offers himself for re-appointment.

Financial Performance Highlights (FY 2025-26 vs. FY 2024-25)

  • Revenue from Operations: ₹93.97 Lakhs (Previous: ₹80.35 Lakhs)
  • Interest Income: ₹68.82 Lakhs (Previous: ₹52.92 Lakhs)
  • Rental Income: ₹25.15 Lakhs (Previous: ₹27.43 Lakhs)
  • Other Income: ₹0.12 Lakhs (Previous: ₹22.68 Lakhs)
  • Total Income: ₹94.09 Lakhs (Previous: ₹103.03 Lakhs)
  • Total Expenses: ₹110.08 Lakhs (Previous: ₹80.41 Lakhs)
  • Employee Benefits Expenses: ₹81.80 Lakhs (Previous: ₹39.75 Lakhs)
  • Depreciation: ₹3.06 Lakhs (Previous: ₹3.11 Lakhs)
  • Finance Cost: ₹1.04 Lakhs (Previous: ₹0.17 Lakhs)
  • Other Expenses: ₹24.17 Lakhs (Previous: ₹37.38 Lakhs)
  • Profit/(Loss) Before Tax: (₹15.99) Lakhs (Previous: ₹22.62 Lakhs Profit)
  • Tax Expense: (₹5.75) Lakhs (Previous: ₹8.69 Lakhs)
  • Current Tax: ₹3.86 Lakhs (Previous: ₹4.57 Lakhs)
  • Deferred Tax: (₹9.61) Lakhs (Previous: ₹1.87 Lakhs)
  • Prior Year Tax: ₹0.00 Lakhs (Previous: ₹2.25 Lakhs)
  • Net Profit / (Loss): (₹10.24) Lakhs (Previous: ₹13.93 Lakhs Profit)
  • Dividend: No dividend recommended due to losses. No amount transferred to reserves.

Directors and Key Managerial Personnel (KMP)

  • Board of Directors:
  • Mr. Vipul Popatlal Chheda (Chairman & Wholetime Director)
  • Mr. Dhanesh Bipinchandra Parikh (Non-Executive & Independent Director)
  • Mr. Ravindra Kanji Myatra (Non-Executive & Independent Director)
  • Mrs. Julie Mehul Shah (Non-Executive Director)
  • Key Managerial Personnel:
  • Mr. Vipul Popatlal Chheda (Wholetime Director)
  • Mrs. Heena Sanjay Desai (Chief Financial Officer)
  • Ms. Vidhi Deep Shah (Company Secretary & Compliance Officer - Appointed w.e.f. 7th August, 2025)
  • Ms. Jai Vaidya (Company Secretary - Resigned w.e.f. 10th July, 2025)
  • Director Seeking Re-appointment (Item 2): Mr. Vipul Popatlal Chheda (DIN: 00297838), aged 59, B.Com, Diploma in Taxation, with 34 years of experience in taxation. First appointed on 15/05/2002. Holds no shares in the company. Attended 4 out of 4 Board meetings in FY 2024-25. Holds directorships in 16 other companies.

Auditors

  • Statutory Auditors: M/s. A D V & Associates (Firm Registration No. 128045W). Appointed at the 38th AGM (30/09/2022) for a term of 5 years till the conclusion of the 43rd AGM in 2027.
  • Secretarial Auditors: M/s. D. Kothari and Associates, Company Secretaries. Appointed at the 41st AGM (30/06/2025) for a term of 5 years till FY 2029-30.
  • Auditors' Report: The Statutory Auditors' report is unmodified (no qualifications, reservations, or adverse remarks).
  • Secretarial Audit Report: Contains one observation of non-compliance: "The Company is non-Compliant for dematerialization of entire Promoters shareholding under Regulation 31(2) of SEBI (LODR) Regulations, 2015." Management's response states most promoter shares are dematted and the pending ones will be completed shortly.

Capital Structure and Shareholding

  • Paid-up Equity Share Capital: ₹127.73 Lakhs (12,77,260 equity shares of ₹10/- each).
  • Dematerialization Status: 88.93% of the share capital is dematerialized as of 31/03/2026.
  • Promoter Holding (>5%):
  • Alfa Infosys Private Ltd. (32.29%)
  • Mrs. Heena Sanjay Shah (11.25%)
  • Registrar and Share Transfer Agent: Purva Sharegistry (India) Private Limited, Mumbai.

Important Compliance and Operational Disclosures

  • Deposits: The Company did not accept any public deposits during the year.
  • Related Party Transactions (RPT): All RPTs were in the ordinary course of business and at arm's length. Material RPTs disclosed in Annexure I (Form AOC-2) are Leave and License agreements for office premises with related parties Barindra Overseas Private Limited and Thirdwave Constructions Private Limited, approved by the Board on 29th May 2026.
  • Corporate Social Responsibility (CSR): Not applicable as the company did not meet the prescribed thresholds under Section 135 of the Companies Act, 2013.
  • Corporate Governance: Provisions of Chapter IV of SEBI LODR Regulations are not applicable as the paid-up capital and net worth are below specified limits.
  • Business Responsibility and Sustainability Report (BRSR): Not applicable as the company is outside the purview of the top 1000 listed entities.
  • Internal Financial Controls: The company states it has adequate internal financial controls which were operating effectively. Statutory Auditors concur in their report.
  • Vigil Mechanism: A vigil mechanism policy is in place and operational.
  • Sexual Harassment: No complaints were filed under the Sexual Harassment of Women at Workplace Act during the year.
  • Material Changes/Orders: No material changes or significant orders passed by regulators/cours affecting the going concern status occurred between the year-end and the report date.
  • Fraud: No instances of fraud were reported by the auditors under Section 143(12) of the Act.

Other Annexures and Information

  • Management Discussion & Analysis (Annexure IV): Provides an overview of the global and Indian economic environment, industry structure, company performance, risks, and outlook. The outlook is stated as positive.
  • Conservation of Energy, Technology Absorption (Annexure V): The company adopted basic energy conservation steps like switching off equipment. No capital investment on energy conservation or R&D expenditure.
  • Particulars of Employees (Annexure VI): The company had 4 permanent employees on its rolls as of 31/03/2026. The ratio of remuneration of Mr. Vipul Chheda to the median remuneration was 1.87.
  • Directors' Responsibility Statement: The Directors confirm the preparation of annual accounts on a going concern basis, following applicable accounting standards, maintaining adequate accounting records, and having proper internal financial controls and compliance systems.

Notes to Financial Statements (Key Highlights)

  • Loans (Asset): ₹699.60 Lakhs (Previous: ₹633.62 Lakhs). All unsecured and considered good. No impairment allowance.
  • Other Financial Assets: ₹146.51 Lakhs, primarily an advance of ₹146.00 Lakhs for purchase of FSI rights/property from Vanaji Cables Pvt Ltd, subject to litigation. Management is hopeful of full recovery; hence, no provision is made.
  • Borrowings (Liability): ₹179.72 Lakhs (Previous: ₹138.96 Lakhs), primarily unsecured loans from directors and other parties.
  • Contingent Liability: Provision for standard assets as per RBI norms: ₹1.75 Lakhs.
  • Earnings Per Share (EPS): Basic and Diluted EPS for continuing operations is (₹0.80) for FY 2025-26 (Previous: ₹1.09).
  • NBFC Specific Disclosures: The company is registered with RBI as a non-deposit taking NBFC (Loan Company). CRAR, Liquidity Coverage Ratio, and sectoral exposure (primarily to real estate sector entities) are disclosed.