AGM Details
The 43rd Annual General Meeting will be held on Monday, September 21, 2026 at 11:30 AM IST through Video Conferencing/Other Audio-Visual Means. \
Register of members closure: September 15, 2026 to September 21, 2026 (both days inclusive). \
Remote e-voting period: September 18, 2026 (9:00 AM) to September 20, 2026 (5:00 PM).
Agenda Items
Ordinary Business:
1. Adoption of Audited Financial Statements for FY2025-26
2. Re-appointment of Mr. Kanwaljeet Singh Bawa (DIN: 00234162) as Director retiring by rotation
3. Re-appointment of Mr. Chennotha Divakara Prabhu Rajendran (DIN: 00309685) as Director retiring by rotation
Special Business:
4. Re-appointment of Mrs. Nirmala Sridhar (DIN: 07076059) as Managing Director for one year from October 1, 2026 to September 30, 2027
Managing Director Remuneration Details
Basic Salary: ₹96,200 per month\
Other Allowances: ₹94,140 per month (includes Petrol, Driver & Car Reimbursement)\
Total Monthly Remuneration: ₹190,340\
Retirement Benefits: Gratuity and Encashment of Leave as per company policy\
Notice Period: Three months on either side\
Sitting Fees: Not entitled for Board/Committee meetings
Financial Performance (Amounts in ₹ lakhs)
| Particulars | FY2025-26 | FY2024-25 |
| Gross Income | 108.73 | 102.33 |
| Profit Before Interest and Depreciation | (3.15) | (25.31) |
| Net Profit Before Tax | (3.15) | (25.31) |
| Profit After Tax | (3.15) | (25.31) |
| Other Comprehensive Income | (1.56) | (0.41) |
| Total Comprehensive Income | (4.71) | (25.72) |
Accumulated Losses: ₹1,272.87 lakhs as at March 31, 2026 (₹1,268.16 lakhs as at March 31, 2025)\
Paid-up Capital: ₹352.05 lakhs (11,735,080 equity shares of ₹3 each)\
Net Worth: Negative ₹920.82 lakhs\
Dividend: Not declared due to accumulated losses
Business Operations Update
The Company was mainly engaged in Electronic Security business (CCTV, Access control, Fire Detection, Alarms) but sold off this business in FY2023-24 due to reduced margins leading to losses. The company is currently exploring various business opportunities before entering new lines of business. The promoter holding has been restructured, opening up possibilities for new business ventures.
Key Management Personnel Remuneration (₹ in lakhs)
| Name | Designation | FY2025-26 | FY2024-25 |
| Mrs. Nirmala Sridhar | Managing Director | 10.01 | 9.54 |
| Mr. S Gopalakrishnan | CFO | 14.61 | 12.88 |
| Mr. Ramesh Chandra Bhavuk | Company Secretary | 3.00 | 0.52 |
| Mrs. Nelijane Debnath* | Company Secretary | - | 0.71 |
*Resigned on July 31, 2024
Auditor Information
Statutory Auditors: M/s. K S Rao & Co., Chartered Accountants (Firm Registration No. 003109S)\
Secretarial Auditor: M/s. Somy Jacob and Associates, Practising Company Secretaries\
Audit Fees: ₹2.00 lakhs for audit, ₹0.13 lakhs for expenses
Auditor Qualifications
The Statutory Auditors issued a qualified opinion with two main matters:
1. EPFO Recovery Order: The company has been served with a recovery order from EPFO amounting to ₹60.36 lakhs. The company obtained an interim stay from Karnataka High Court by depositing ₹10.00 lakhs in October 2023. The company has not made any provision in the financial statements.
2. Interest-free Loans: The company has outstanding interest-free loans of ₹811.35 lakhs as on March 31, 2026. As per Ind AS 109, the company should recognize these loans at amortized cost by discounting and amortizing interest expense, but no adjustments have been made.
Related Party Transactions
Outstanding Loans from Associates: ₹752.04 lakhs (₹774.34 lakhs in previous year)\
Key Transactions:
- Unsecured loan from Thakral One Solution Pvt. Ltd: ₹24.07 lakhs
- Unsecured loan from Thakral Computers Pvt Ltd: ₹78.51 lakhs
- Unsecured loan from Normandy Development Pvt Ltd: ₹630.00 lakhs
Legal and Regulatory Matters
EPFO Case: ₹60.36 lakhs demand (under dispute, ₹10 lakhs deposited with court)\
GST Demand: ₹16.08 lakhs under appeal (original demand ₹16.36 lakhs for FY2019-20)\
Contingent Liabilities: ₹76.44 lakhs (EPFO ₹60.36 lakhs + GST ₹16.08 lakhs)
Capital Structure
Listed at: BSE Limited\
Depositories: NSDL and CDSL\
Registrar & Share Transfer Agent: Integrated Registry Management Services Private Limited
Corporate Governance
Since the paid-up capital is less than ₹10 crores and net worth is less than ₹25 crores, several provisions of SEBI LODR Regulations are not applicable to the company.\
Composition: 6 Directors (1 Executive, 2 Independent, 3 Non-Executive Non-Independent)\
Board Meetings: 4 meetings held during FY2025-26 on May 28, 2025; August 12, 2025; November 12, 2025; and February 12, 2026
Internal Financial Controls
The auditors reported that the company has maintained adequate internal financial control systems over financial reporting and such controls were operating effectively as at March 31, 2026.
Going Concern
The financial statements have been prepared on a going concern basis despite accumulated losses of ₹1,272.87 lakhs and negative net worth. The management has obtained support letters from shareholders to support operations and meet liabilities as needed.
Important Notes
- The company sold its electronic security business to Thakral Innovations Private Limited in FY2023-24\
- Various business opportunities are being explored for diversification\
- Capital structure was an impediment but promoter holding restructuring has opened new possibilities\
- The company has no inventory as the business was sold off\
- No foreign exchange earnings or outgo during the year