Key Event Details

  • AGM Date: Friday, 11th September 2026 at 11:30 AM IST
  • AGM Mode: Video Conferencing/Other Audio-Visual Means (VC/OAVM)
  • Record Date: 4th September 2026 (Cut-off date for determining voting rights)
  • Remote e-Voting Period: 7th September 2026 (9:00 AM) to 10th September 2026 (5:00 PM)

Business Overview

Sita Enterprises Limited is a Non-Systemically Important Non-Deposit taking Non-Banking Financial Company (NBFC-ICC) registered with the Reserve Bank of India (RBI) under Section 45-IA of the RBI Act, 1934. The company is classified in the Base Layer category and is primarily engaged in investments in shares, securities, mutual funds, properties, and financing through loans.

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

| Particulars | FY 2025-26 (₹ in Lakhs) | FY 2024-25 (₹ in Lakhs) | Change |

| Gross Income | 552.42 | 150.43 | 267% |

| Total Expenses | 27.04 | 26.31 | 3% |

| Profit Before Tax | 525.38 | 124.12 | 323% |

| Tax Expense | 73.24 | 11.71 | 526% |

| Profit After Tax | 452.14 | 112.41 | 302% |

| Earnings Per Share (₹) | 15.07 | 3.75 | 302% |

Revenue Breakdown

  • Interest Income: ₹62.31 Lakhs (Previous Year: ₹41.36 Lakhs)
  • Dividend Income: ₹16.01 Lakhs (Previous Year: ₹7.84 Lakhs)
  • Net Gain on Fair Value Changes: ₹474.01 Lakhs (Previous Year: ₹101.23 Lakhs)
  • Realized Gain: ₹566.71 Lakhs
  • Unrealized Loss: ₹92.70 Lakhs
  • Other Income: ₹0.09 Lakhs (Interest on Income Tax Refund)

Key Balance Sheet Items (as of 31st March 2026)

  • Total Assets: ₹2,077.48 Lakhs (Previous Year: ₹1,562.44 Lakhs)
  • Cash and Cash Equivalents: ₹121.35 Lakhs (Previous Year: ₹21.71 Lakhs)
  • Loans (Unsecured, Repayable on Demand): ₹777.39 Lakhs (Previous Year: ₹432.00 Lakhs)
  • Investments: ₹1,109.76 Lakhs (Previous Year: ₹1,006.28 Lakhs)
  • Mutual Funds at NAV: ₹0.02 Lakhs
  • Equity Shares and Securities at Quoted Rates: ₹1,109.74 Lakhs
  • Investment Property: ₹0 (Sold during the year; Previous Year: ₹90.60 Lakhs)
  • Current Tax Assets (Net): ₹68.98 Lakhs (Previous Year: ₹102.45 Lakhs)

Capital Structure

  • Authorized Share Capital: ₹3,00,00,000 divided into 30,00,000 Equity Shares of ₹10 each
  • Issued, Subscribed and Paid-up Capital: ₹3,00,00,000 divided into 30,00,000 Equity Shares of ₹10 each
  • Proposed Increase in Authorized Capital: To ₹20,00,00,000 divided into 2,00,00,000 Equity Shares of ₹10 each (567% increase)

Reserves and Surplus

  • General Reserve: ₹932.50 Lakhs (Increased by ₹200 Lakhs during the year)
  • Special Reserve: ₹349.50 Lakhs (Increased by ₹91 Lakhs during the year as per RBI guidelines)
  • Retained Earnings: ₹418.39 Lakhs

Dividend Recommendation

The Board of Directors does not recommend any dividend for the financial year ended 31st March, 2026.

Management Changes (FY 2025-26)

  • Resignations:
  • Mr. Vasantkumar Shantilal Vora as CFO (effective 1st September 2025)
  • Ms. Shwela Mehta as Company Secretary & Compliance Officer (effective 1st September 2025)
  • Mr. Sanju Ashok Tulsyan as Director (effective 15th September 2025)
  • Ms. Sneha Ashok Tulsyan as Director (effective 15th September 2025)
  • Mr. Ashok Tulsyan as Whole-Time Director (conclusion of AGM on 29th September 2025)
  • Appointments:
  • Mr. Harsh Jitendra Gandhi (DIN: 10910559) as Executive Director and CFO (from 1st September 2025)
  • Mr. Kirit Gordhandas Thakker (DIN: 10910537) as Executive Director
  • Ms. Anushree Rakesh Singh (DIN: 11235867) as Non-Executive Independent Director
  • Ms. Monika Jain (Membership No. A55705) as Company Secretary & Compliance Officer (from 1st September 2025)

Change in Control

Pursuant to a Share Purchase Agreement dated 24th December 2024, there was a change in management and control of the Company. The agreement involved the sale of 21,00,000 equity shares (70% of issued capital) by the previous promoters to an acquirer, followed by an open offer as per SEBI Takeover Regulations.

Board of Directors (as on 31st March 2026)

1. Mr. Harsh Jitendra Gandhi - Executive Director & CFO

2. Mr. Kirit Gordhandas Thakker - Executive Director

3. Mr. Mukesh Saraswat - Non-Executive Independent Director

4. Ms. Anushree Rakesh Singh - Non-Executive Independent Director

5. Mr. Girish Kumar Joshi - Non-Executive Independent Director

Key Managerial Personnel (as on 31st March 2026)

  • Chief Financial Officer: Mr. Harsh Jitendra Gandhi
  • Company Secretary & Compliance Officer: Ms. Monika Jain

Auditors

  • Statutory Auditors: M/s. Patel Shah & Joshi, Chartered Accountants (Firm Registration No. 107768W)
  • Secretarial Auditor: Ms. Kala Agarwal, Practising Company Secretary (CP No. 5356)
  • Internal Auditors: M/s. Anil Chomal & Associates, Chartered Accountants (Firm Registration No. 124161W)

All auditors have issued unqualified reports without any reservations or adverse remarks.

AGM Agenda Items

Ordinary Business

1. Adoption of Audited Financial Statements for FY 2025-26

2. Re-appointment of Mr. Kirit Gordhandas Thakker (DIN: 10910537) as Director retiring by rotation

3. Re-appointment of Mr. Harsh Jitendra Gandhi (DIN: 10910559) as Director retiring by rotation

Special Business

4. Increase in authorized share capital from ₹3 crore to ₹20 crore and consequent alteration of Memorandum of Association Clause V

Related Party Transactions

  • Sitting fees and allowances paid to Independent Directors: ₹1.31 Lakhs
  • Remuneration to Key Managerial Personnel: ₹4.26 Lakhs
  • Executive Director & CFO remuneration: ₹0.70 Lakhs
  • Temporary advances received from Directors: ₹427.19 Lakhs (fully repaid during the year)
  • Sale of 720,000 equity shares of Bombay Mercantile & Leasing Company Limited (associate company) to then directors for ₹363.31 Lakhs

Corporate Governance

  • The provisions of Corporate Governance under SEBI LODR Regulations are not applicable to the company for FY 2025-26 due to its size
  • The company has established a Vigil Mechanism Policy and Whistleblower framework
  • Code of Conduct and Ethics has been complied with by all Board Members and Senior Management

Risk Management

The company has identified major risks and has established a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. The internal control systems are commensurate with the nature and size of its operations.

Forward-looking Statements

The Directors' Report contains cautionary statements noting that forward-looking statements describing the company's objectives, expectations or forecasts may differ materially from actual results due to various factors including global and domestic demand conditions, input availability and prices, changes in government regulations, tax laws, and economic developments.

Important Dates

  • AGM Date: 11th September 2026
  • Record Date: 4th September 2026
  • Remote e-Voting: 7th to 10th September 2026
  • Register of Members Closure: 5th to 11th September 2026 (both days inclusive)