Financial Performance Highlights

FY 2025-26 Financial Results (vs. FY 2024-25):

  • Revenue from Operations: ₹4.46 lakh (vs. ₹151.12 lakh in FY25) - 97% decrease
  • Other Income: ₹0.00 lakh (vs. ₹1.06 lakh in FY25)
  • Total Income: ₹4.46 lakh (vs. ₹152.18 lakh in FY25)
  • Total Expenses: ₹85.85 lakh (vs. ₹46.91 lakh in FY25) - 83% increase
  • Profit/(Loss) before Tax: (₹81.40) lakh loss (vs. ₹105.28 lakh profit in FY25)
  • Current Tax: ₹10.00 lakh (vs. ₹12.05 lakh in FY25)
  • Deferred Tax: (₹16.61) lakh (vs. ₹20.82 lakh in FY25)
  • MAT Credit Entitlement: (₹10.00) lakh (vs. (₹9.07) lakh in FY25)
  • Total Tax Expense: (₹16.61) lakh (vs. ₹23.80 lakh in FY25)
  • Profit/(Loss) after Tax: (₹64.79) lakh loss (vs. ₹81.47 lakh profit in FY25)

Key Financial Position as at March 31, 2026:

  • Paid-up Share Capital: ₹998.78 lakh (unchanged from FY25)
  • Net Worth: ₹948.83 lakh (vs. ₹1,013.61 lakh in FY25) - 6.4% decrease
  • Total Assets: ₹986.61 lakh (vs. ₹1,056.74 lakh in FY25)
  • Loans (Net): ₹800.35 lakh (vs. ₹875.67 lakh in FY25)
  • Investments: ₹59.09 lakh (vs. ₹135.80 lakh in FY25)
  • Cash & Cash Equivalents: ₹23.42 lakh (vs. ₹5.45 lakh in FY25)
  • Borrowings: ₹37.19 lakh (vs. ₹33.90 lakh in FY25)

Operational Performance

The Company is primarily engaged in financing and investment activities as a Non-Banking Financial Company (NBFC-ICC) registered with RBI. The decline in performance was primarily attributable to:

  • Loss on fair-value changes of ₹76.71 lakh on financial instruments
  • Impairment expense of ₹54.06 lakh on loans measured at amortized cost
  • Significant decrease in revenue from operations

No dividend was recommended for FY 2025-26 due to the loss incurred and to conserve resources.

34th Annual General Meeting Details

  • Date: Tuesday, September 29, 2026
  • Time: 03:00 P.M. (IST)
  • Venue: Registered Office at B-19, Lal Bahadur Nagar, Malviya Nagar, Jaipur-302017 (Rajasthan)
  • Mode: Physical meeting

Agenda Items:

1. Adoption of audited financial statements for FY ended March 31, 2026, together with reports of Board of Directors and Auditors

2. Re-appointment of Mrs. Arushi Jain (DIN: 08828057) as Director liable to retire by rotation

Record Date and Share Transfer Book Closure:

  • Register of Members and Share Transfer Books will remain closed from Wednesday, September 23, 2026 to Tuesday, September 29, 2026 (both days inclusive)
  • Cut-off date for determining members entitled to vote: Tuesday, September 22, 2026

Remote E-voting Schedule:

  • Commencement: Saturday, September 26, 2026 (10:00 A.M.)
  • Ends: Monday, September 28, 2026 (5:00 P.M.)
  • Scrutinizer: CS Manoj Maheshwari (FCS: 3355, CP 1971)
  • Alternate Scrutinizer: CS Sunita Agarwal (FCS 11024, CP 10097)

Board of Directors and Key Managerial Personnel

Board Composition:

  • Mr. Rajendra Kumar Jain (DIN: 00168151) - Chairman and Whole-Time Director
  • Mr. Bhupendra Kumar Jain (DIN: 00168215) - Managing Director
  • Mr. Pramod Kumar Gupta (DIN: 10504388) - Non-Executive Independent Director
  • Mrs. Arushi Jain (DIN: 08828057) - Non-Executive Non-Independent Director
  • Mr. Vivek Patni (DIN: 10834752) - Non-Executive Independent Director

Key Managerial Personnel:

  • CS Shikha Agarwal - Company Secretary & Compliance Officer (Membership No.: A37304)
  • Mr. Rajendra Kumar Chhipa - Chief Financial Officer (appointed August 14, 2025)

Board Meetings Attendance (FY 2025-26):

All directors attended all 4 board meetings held on May 30, 2025, August 14, 2025, November 14, 2025 and February 14, 2026.

Committee Composition

Audit Committee:

  • Mr. Pramod Kumar Gupta (Chairman)
  • Mr. Vivek Patni (Member)
  • Mr. Rajendra Kumar Jain (Member)

Nomination & Remuneration Committee:

  • Mr. Pramod Kumar Gupta (Chairman)
  • Mr. Vivek Patni (Member)
  • Mrs. Arushi Jain (Member)

Stakeholders Relationship Committee:

  • Mr. Vivek Patni (Chairman)
  • Mr. Rajendra Kumar Jain (Member)
  • Mrs. Arushi Jain (Member)

Auditors and Audit Reports

Statutory Auditors:

M/s Rajvanshi & Associates, Chartered Accountants, Jaipur (FRN 005069C) were appointed for a term of 5 years from conclusion of 32nd AGM till conclusion of 37th AGM in 2029. Their report contained no qualifications.

Secretarial Auditors:

M/s V.M. & Associates, Company Secretaries, Jaipur (FRN: P1984RJ039200) were appointed for 5 years from FY 2025-26 to FY 2029-30. Their report identified several compliance deficiencies:

Secretarial Audit Qualifications:

1. Default in compliance with Regulation 31(4) of SEBI (SAST) Regulations 2011 regarding yearly promoter disclosure for FY ended March 31, 2026

2. Delay in filing Shareholding Pattern under Regulation 31 of SEBI LODR for quarter and half-year ended September 30, 2025

3. Non-compliance with various SEBI LODR regulations regarding timely website updates

4. Failure to comply with BSE Circular No. 20241018-44 regarding submission of quarterly and annual Structured Digital Database compliance certificates

5. Non-compliance with Regulation 3(5) of SEBI PIT Regulations as certain UPSI entries were captured in SDD after information became public

6. Defaults in various Companies Act provisions and Secretarial Standards regarding conduct of meetings, maintenance of minutes, and record keeping

Management Responses to Audit Qualifications:

The company acknowledged the deficiencies as inadvertent oversights and stated it has initiated corrective actions including strengthening compliance monitoring mechanisms, implementing periodic checklists, and regularizing pending compliances where permissible.

Internal Auditors:

M/s Shah Surendera & Associates, Chartered Accountants, Jaipur (FRN 004666C) were reappointed for FY 2026-27. Their report contained no qualifications.

Loan Portfolio and Impairment

Loan Portfolio (Gross):

  • Individual Loans: ₹10.00 lakh
  • Corporate Loans: ₹874.00 lakh
  • Total Gross Loans: ₹884.00 lakh (vs. ₹905.26 lakh in FY25)
  • Impairment Allowance: ₹83.65 lakh (vs. ₹29.59 lakh in FY25)
  • Net Loans: ₹800.35 lakh (vs. ₹875.67 lakh in FY25)

Loan Classification under Expected Credit Loss Model:

  • Stage 1 (Performing): ₹765.22 lakh with ₹7.65 lakh provision
  • Stage 2 (Significantly increased credit risk): ₹57.04 lakh with ₹14.26 lakh provision
  • Stage 3 (Credit impaired): ₹61.74 lakh with ₹61.74 lakh provision

Related Party Loan Exposure:

  • Related Parties: ₹51.74 lakh (5.85% of total loans)
  • Others: ₹832.26 lakh (94.15% of total loans)

Investments

Investment Portfolio Value: ₹59.09 lakh (vs. ₹135.80 lakh in FY25)

Quoted Investments:

  • Asia Pack Limited: 141,200 shares valued at ₹54.86 lakh
  • City Man Limited: 1,531 shares valued at ₹0.21 lakh
  • Franklin India Opportunities Mutual Fund: 12,000 units valued at ₹3.85 lakh

Unquoted Investments:

  • PNC Capital Limited: 10,000 shares valued at ₹0.18 lakh

RBI Compliance:

The company maintains its registration as NBFC-ICC (Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company) and complied with applicable RBI regulations including Master Directions.

SEBI Compliance:

The company is listed on BSE Limited (Scrip Code: 532083) and has paid listing fees for 2026-27. The equity shares are in dematerialized form.

Corporate Governance:

The company is exempt from corporate governance provisions under Regulation 15(2) of Listing Regulations due to its size (paid-up equity share capital not exceeding ₹10 crore and net worth not exceeding ₹25 crore).

Other Significant Disclosures

Capital Structure:

No change in share capital during FY 2025-26. Authorized capital: 11,000,000 equity shares of ₹10 each (₹1,100 lakh). Issued, subscribed and paid-up capital: 9,974,500 equity shares of ₹10 each (₹997.45 lakh) plus ₹1.33 lakh from forfeited shares = ₹998.78 lakh.

Related Party Transactions:

All related party transactions were in ordinary course of business and at arm's length. No material related party transactions requiring member approval under Section 188 of Companies Act, 2013.

Internal Financial Controls:

Auditors confirmed adequacy and operating effectiveness of internal financial controls.

Risk Management:

The company has implemented comprehensive risk management framework covering liquidity risk, interest rate risk, strategic risk, credit risk, and operational risk.

Human Resources:

The company had 4 permanent employees as of March 31, 2026. No complaints received under POSH Act or Maternity Benefit Act.

CSR Activities:

Not applicable as the company's net worth, turnover, and net profit are below prescribed thresholds.

Important Dates and Compliance

  • AGM Date: September 29, 2026
  • E-voting Period: September 26-28, 2026
  • Book Closure: September 23-29, 2026
  • Cut-off Date for Voting: September 22, 2026
  • Last Date for Shareholder Questions: September 28, 2026 (5:00 P.M.)

Company Address:

B-19, Lal Bahadur Nagar, Malviya Nagar, Jaipur-302017 (Rajasthan)

Tel: +91 7340026655

Registrar and Share Transfer Agent:

M/s Beetal Financial and Computer Services (P) Limited

"Beetal House" 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukhdas Mandir, New Delhi-110062

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