Key Financial Figures (FY 2025-26)

  • Revenue from Operations: ₹208.06 lakhs (FY 2024-25: ₹98.23 lakhs)
  • Total Revenue: ₹182.94 lakhs (FY 2024-25: ₹126.40 lakhs)
  • Profit Before Tax: ₹23.25 lakhs (FY 2024-25: ₹50.35 lakhs)
  • Net Profit After Tax: ₹23.25 lakhs (FY 2024-25: ₹50.32 lakhs)
  • Other Comprehensive Income: (₹72.17) lakhs (FY 2024-25: (₹7.40) lakhs)
  • Total Comprehensive Income: (₹48.92) lakhs (FY 2024-25: ₹42.92 lakhs)
  • Earnings Per Share (Basic & Diluted): ₹0.13 (FY 2024-25: ₹0.43)
  • Dividend Paid: ₹40.49 lakhs (Interim dividends of ₹0.20 and ₹0.10 per share)

Share Capital Structure

  • Authorized Share Capital: ₹52.00 crores (5.20 crore equity shares of ₹10 each)
  • Paid-up Share Capital: ₹26.41 crores (2.64 crore equity shares of ₹10 each)
  • Preferential Allotment: On 12th December 2025, allotted 1,29,15,000 equity shares at ₹10 per share aggregating ₹12.92 crores to non-promoter category

Material Corporate Developments

1. Preferential Share Allotment: Allotted 1.29 crore shares on 12th December 2025, increasing paid-up capital from ₹13.50 crores to ₹26.41 crores

2. Promoter Reclassification: Applied to BSE on 16th April 2025 for reclassification of four promoters (Kailashchandra Kedia, Vishnu Kailashchandra Kedia, Shyamsunder Kedia, Renu S Kedia) from promoter to public category; received NOC on 25th July 2025

3. Dividend Declarations:

  • Interim dividend of ₹0.20 per share declared on 12th May 2025 (Record date: 29th May 2025)
  • Interim dividend of ₹0.10 per share declared on 13th November 2025 (Record date: 26th November 2025)

4. Open Offer Withdrawal: Acquirer-1 (Morabia Enterprise Private Limited) and Acquirer-2 (Mr. Mahendra Harjivan Morabia) withdrew open offer announced on 25th February 2025; merchant banker AFCO Capital India Private Limited intimated stock exchange on 8th December 2025

5. Registered Office Shift: Board approved on 11th February 2026 and shareholders approved on 17th March 2026 to shift registered office from Mumbai, Maharashtra to Ahmedabad, Gujarat; application approved by Regional Director

AGM Agenda Items

Date: 26th September 2026 at 4:00 PM through Video Conferencing

Ordinary Business:

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

2. Re-appointment of Ms. Meshwa Panchal (DIN: 10749902) as director retiring by rotation

3. Re-appointment of Mr. Niraj Chandulal Pandya (DIN: 08289360) as director retiring by rotation

Special Business:

4. Approval for material related party transactions with Mr. Mahendra Harajivan Morabia for aggregate amount up to ₹100 crores

Related Party Transactions

  • Seeking shareholder approval for transactions with Mr. Mahendra Harajivan Morabia (person having significant control)
  • Transaction types include sale/purchase of goods, property transactions, leasing, services, appointments, and underwriting
  • Aggregate value: ₹100 crores
  • Duration: 1st April 2026 to 31st March 2027
  • Represents 4807.69% of company's consolidated turnover of ₹2.08 crores

Auditor Qualifications

Statutory Auditor (M/s. Mukeshkumar Jain & Co.) issued qualified opinion with following observations:

1. Audit Trail Implementation: New accounting software with audit trail functionality under testing and streamlining

2. Bank Balance Verification: Unable to verify bank balances and transactions with HDFC Bank and Canara Bank due to absence of bank statements

3. Investment Reclassification: Reclassified equity shares from FVTPL to FVTOCI category, resulting in reported profit of ₹23.25 lakhs instead of loss of ₹48.93 lakhs

Board and Committee Composition

  • Board Meetings: 9 meetings held during FY 2025-26
  • Directors: 13 directors including Managing Director, Independent Directors, and Non-Executive Directors
  • Key Managerial Personnel: Mr. Jatinbhai Virendrabhai Shah (Managing Director), Mr. Darshan Hareshchandra Rana (CFO), Ms. Ankita Singh (Company Secretary)

Corporate Governance

  • Secretarial Audit Report by M/s. Gaurav Bachani & Associates contains no adverse remarks
  • Compliance with SEBI Listing Regulations and Companies Act, 2013
  • Vigil Mechanism/Whistle Blower Policy in place
  • No instances of sexual harassment reported during the year

Capital Structure Impact

Preferential allotment resulted in significant dilution, increasing outstanding shares from 1.35 crore to 2.64 crore shares

Cash Flow Implications

  • Dividend outflow: ₹40.49 lakhs
  • Preferential issue inflow: ₹1,291.50 lakhs
  • Loan repayments: ₹32.31 lakhs

Forward-looking Information

Management Discussion & Analysis discusses opportunities in buoyant domestic capital markets, monetary easing cycle, and AI-driven research, while noting threats from geopolitical conflicts and interest rate volatility

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