Key Financial Figures (₹ in Lakhs)

Income Statement Highlights:

  • Revenue from operations: ₹186.32 (Previous year: ₹475.43)
  • Other income: ₹1.42 (Previous year: ₹1.34)
  • Total income: ₹187.74 (Previous year: ₹476.77)
  • Total expenses: ₹201.83 (Previous year: ₹481.76)
  • Loss before tax: ₹(14.09) (Previous year: ₹(4.99))
  • Exceptional items (Effects of Implementation of Resolution Plan): ₹6.42
  • Loss before tax after exceptional items: ₹(7.66)
  • Deferred tax liability: ₹(0.58) (Previous year: ₹0.60)
  • Net loss after tax: ₹(7.09) (Previous year: ₹(5.59))
  • Basic and diluted EPS: ₹(0.04) per share (Previous year: ₹(0.03))

Balance Sheet Highlights:

  • Equity share capital: ₹1,710.00 (Unchanged)
  • Other equity: ₹(1,761.32) (Previous year: ₹(1,754.23))
  • Total equity: ₹(51.32) (Previous year: ₹(44.23))
  • Non-current borrowings: ₹160.00 (Inter-corporate deposits)
  • Current trade payables: ₹20.15 (Previous year: ₹95.02)
  • Current tax assets: ₹144.50 (Previous year: ₹122.90)
  • Cash and cash equivalents: ₹0.63 (Previous year: ₹1.10)
  • Bank balances (other): ₹24.53 (Previous year: ₹26.02)

Corporate Insolvency Resolution Process (CIRP) Status

Background:

  • Company underwent CIRP under IBC 2016 pursuant to NCLT order dated January 29, 2020
  • NCLT Mumbai Bench approved Resolution Plan of Solar Copyer Limited on March 14, 2024
  • CIRP concluded with approval of Resolution Plan
  • Monitoring Committee constituted to manage affairs and supervise Resolution Plan implementation
  • Monitoring Committee reconstituted Board of Directors on February 12, 2025, and stood dissolved

Current Status:

  • Implementation of Approved Resolution Plan pending due to SEBI regulatory requirement
  • SEBI notification dated June 18, 2021, amended Rule 19A(5) of Securities Contracts Regulation Rules, 1957
  • Amendment mandates minimum 5% public shareholding post-resolution plan implementation
  • Company filed Interlocutory Application before NCLT Mumbai Bench seeking modification of Approved Resolution Plan
  • Application pending before NCLT for compliance with minimum public shareholding norms
  • Trading of company's securities suspended by BSE pending resolution

Resolution Plan Details:

  • Total plan outlay: ₹269.00 lakhs
  • Allocation:
  • Financial creditors: ₹160.00 lakhs
  • CIRP cost: ₹30.00 lakhs
  • Workmen and employees: ₹24.00 lakhs
  • Working capital and capex: ₹55.00 lakhs
  • Operational creditors, government dues: NIL
  • Outstanding gratuity and provident fund: ₹13.15 lakhs

Capital Structure Changes:

  • Existing share capital proposed to be reduced without payout to shareholders
  • Fresh equity issuance proposed:
  • Solar Copyer Limited: 35,000 equity shares of ₹10 each
  • Rutwik Sales Private Limited: 15,000 equity shares of ₹10 each
  • Financial creditors: Equity shares of ₹155.00 lakhs
  • Number of shares may be revised based on NCLT approval of modified resolution plan

Operational and Business Update

State of Company's Affairs:

  • Revenue declined sharply due to tightened market conditions
  • Company focused on reviving turnover and stabilizing operations
  • No change in nature of business during the year
  • No diversification or alteration in core business activities

Dividend:

  • No dividend recommended for FY 2025-26 to conserve resources

Share Capital:

  • Authorized share capital: 1,80,00,000 equity shares of ₹10 each (₹18,00,00,000)
  • Issued, subscribed, and paid-up capital: 1,71,00,000 equity shares of ₹10 each (₹17,10,00,000)
  • No change in share capital during the year
  • Shares placed in Z category by BSE

Deposits:

  • Company has not accepted any deposits under Section 73 of Companies Act, 2013
  • No unpaid or unclaimed deposits from previous years

Significant Orders and Legal Proceedings

NCLT Order:

  • Order dated March 14, 2024, approving Resolution Plan under Section 31 of IBC
  • Interlocutory Application pending for modification of Approved Resolution Plan

Arbitration Proceedings:

  • Company initiated commercial arbitration against Ambernath Municipal Corporation (AMC)
  • Recovery of substantial outstanding contractual dues
  • Matter pending before Sole Arbitrator
  • Outstanding from AMC included in trade receivables: ₹24.88 lakhs
  • Security deposits with AMC: ₹2.45 lakhs

Corporate Governance and Management

Board of Directors (as of March 31, 2026):

1. Mahesh Bhagwandas Bakliwal (DIN: 00173691) - Non-Executive Independent Director

2. Prabhu Shankarappa Biradar (DIN: 08871166) - Executive Director

3. Mohit Gurnani (DIN: 10231994) - Non-Executive Independent Director

4. Simoli Kalpesh Raval (DIN: 10350999) - Non-Executive Independent Director

Key Managerial Personnel:

  • Satish Kisanrao Wamane, CFO
  • CS Sanskriti Agarwal, CS & Compliance Officer

Board Committees:

  • Audit Committee: Mahesh Bakliwal (Chairman), Prabhu Biradar, Mohit Gurnani
  • Nomination and Remuneration Committee: Mahesh Bakliwal (Chairman), Prabhu Biradar, Mohit Gurnani
  • Stakeholders Relationship Committee: Mahesh Bakliwal (Chairman), Prabhu Biradar, Mohit Gurnani

Board Meetings:

  • 5 meetings held during FY 2025-26
  • Dates: May 27, 2025; August 12, 2025; September 6, 2025; and two unspecified dates

Auditor Reports and Qualifications

Statutory Auditors:

  • M/s. Sharp Aarth & Co. LLP, Chartered Accountants
  • Firm Registration No: 132748W
  • Appointed until conclusion of 36th AGM

Audit Opinion:

  • Qualified opinion issued
  • Basis for qualification:

1. Pending implementation of Approved Resolution Plan

2. SEBI minimum public shareholding requirement not met

3. Financial debt accounted at cost rather than fair value

4. Arbitration proceedings with AMC for recovery of dues

Material Uncertainty:

  • Auditors highlighted material uncertainty relating to going concern
  • Uncertainty due to pending Resolution Plan implementation and trading suspension

Internal Financial Controls:

  • Material weaknesses identified in operating effectiveness
  • Balances of trade receivables, trade payables, other financial liabilities subject to confirmations
  • Internal financial controls not adequate as per assessed risk

Secretarial Auditor:

  • M/s. Anirudh Kumar Tanvar, Company Secretary
  • Secretarial Audit Report for FY 2025-26 annexed
  • Observations include non-maintenance of certain statutory records and registers
  • Company website not containing proper and updated data
  • Structured Digital Database reported as non-compliant on BSE website
  • No e-voting facility provided in AGM
  • No internal auditor appointed
  • No whole-time company secretary appointed

Related Party Transactions

Related Parties:

  • Solar Copyer Limited (Strategic Investor/Resolution Applicant)
  • M/s. Solar Technologies
  • Reprolite Paper (I) Private Limited
  • Directors and key managerial personnel

Transactions (₹ in Lakhs):

  • Factory rent paid to Reprolite Paper: ₹4.01 (Previous year: ₹4.32)
  • Labour charges (Ambernath): ₹177.01 (Previous year: ₹451.66)
  • Sale of plant & machinery to Solarcopyer: ₹29.67
  • Directors sitting fees: ₹1.83
  • Salary expenses: ₹3.50

Outstanding Balances (₹ in Lakhs):

  • Trade payables to Solarcopyer: ₹17.69 (Previous year: ₹80.65)
  • Secured loans from Solarcopyer: ₹136.25 (Unchanged)
  • Trade payables to Reprolite Paper: ₹1.83 (Previous year: ₹0.78)

Other Disclosures

AGM Details:

  • 35th Annual General Meeting scheduled for September 30, 2026
  • Venue: Registered Office, Plot No. F-108, MIDC Area, Satpur, Nashik-422007
  • Time: 5:00 PM

Ordinary Business:

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

2. Re-appointment of Mr. Prabhu Shankarappa Biradar as director

Special Business:

3. Appointment of Anirudh Kumar Tanvar as Secretarial Auditor for FY 2026-31

4. Approval of managerial remuneration up to ₹3 crore in case of inadequate profits

Registrar & Share Transfer Agent:

  • MUFG Intime India Private Limited, Mumbai

Bankers:

  • CITI Bank, ICICI Bank Ltd., State Bank Of India, HDFC Bank Ltd.

Investor Email:

  • investor@starlitecomponents.com