Key Quantitative Figures

  • Revenue from Operations: ₹Nil (FY26) vs ₹Nil (FY25)
  • EBITDA: (₹60.19) lakhs (FY26) vs (₹16.94) lakhs (FY25)
  • Finance Costs: ₹4.66 lakhs (FY26) vs ₹7.68 lakhs (FY25)
  • Depreciation: ₹64.85 lakhs (FY26) vs ₹24.62 lakhs (FY25)
  • Profit Before Exceptional Items & Tax: (₹64.85) lakhs (FY26) vs (₹24.62) lakhs (FY25)
  • Exceptional Items: ₹1,116.65 lakhs (gain from asset sale)
  • Profit Before Tax: ₹1,051.80 lakhs (FY26) vs (₹24.62) lakhs (FY25)
  • Tax Expense: ₹254.73 lakhs (FY26) vs ₹15.39 lakhs (FY25)
  • Profit After Tax: ₹797.07 lakhs (FY26) vs (₹40.01) lakhs (FY25)
  • Total Comprehensive Income: (₹98.95) lakhs (FY26) vs (₹55.33) lakhs (FY25)
  • Retained Earnings: ₹1,752.05 lakhs (FY26) vs ₹954.98 lakhs (FY25)
  • Cash & Cash Equivalents: ₹1,172.97 lakhs (FY26) vs ₹90.66 lakhs (FY25)
  • Paid-up Capital: ₹24.50 lakhs (2,45,000 equity shares of ₹10 each)
  • Net Worth: ₹2,064.80 lakhs (FY26) vs ₹1,366.69 lakhs (FY25)

Dates of Action

  • Board Meeting Dates: 24th May 2025, 14th August 2025, 24th October 2025, 12th November 2025, 13th February 2026
  • AGM Date: 22nd August 2026 at 3:00 PM
  • Book Closure: 16th August 2026 to 22nd August 2026 (both days inclusive)
  • Cut-off Date: 14th August 2026
  • E-voting Period: 19th August 2026 (9:00 AM) to 21st August 2026 (5:00 PM)
  • Asset Sale Completion: 19th January 2026, 30th January 2026, and 5th February 2026

Parties Involved

  • Statutory Auditors: M/s. Kanu Doshi Associates LLP
  • Secretarial Auditors: M/s. Ragini Chokshi & Co.
  • RTA: M/s. MUFG Intime India Private Limited
  • Bankers: State Bank of India
  • Scrutinizer: Mrs. Ragini Chokshi, Practicing Company Secretary
  • E-voting Agency: Central Depository Services (India) Limited (CDSL)

Purpose/Rationale

  • To seek shareholder approval for adoption of financial statements and re-appointment of director
  • Sale of assets was undertaken to monetize non-core assets and fund new business ventures
  • Mr. Shyam Sundar Sharma's continuation as director requires special resolution due to age exceeding 75 years

Financial Impact

  • Significant gain of ₹1,116.65 lakhs recognized from sale of assets
  • Assets sold had aggregate WDV of ₹56.92 lakhs vs fair value of approximately ₹1,173.20 lakhs
  • Sale consideration received entirely in cash
  • No dividend recommended due to loss before exceptional items

Capital Structure Impact

  • No change in share capital during the year
  • 93.98% of equity share capital (2,30,250 shares) held in dematerialized form
  • Promoter holding: 68.64% (1,68,190 shares)

Cash Flow Implications

  • Net cash from operating activities: (₹287.41) lakhs
  • Net cash from investing activities: ₹1,369.71 lakhs (primarily from asset sales)
  • Net cash from financing activities: Nil

Forward-looking Guidance

  • Company ceased manufacturing activities during the year
  • Proceeds from asset sale to be utilized for funding new business ventures and strategic initiatives
  • Evaluating opportunities for undertaking new business activities
  • Liquidity position comfortable with cash equivalents of ₹1,961.73 lakhs

Material Changes

  • Sale of certain immovable properties, plant & machinery, and investment properties completed in FY26
  • No manufacturing activities during the year
  • Business from regular customers shrinking with no significant improvement expected

Corporate Governance

  • Compliance with Regulation 15(2) of SEBI LODR (paid-up capital < ₹10 crore and net worth < ₹25 crore)
  • Board comprises 2 Independent Directors and 4 Non-Independent Directors including 1 woman director
  • All Board and Committee meetings attended regularly by directors
  • CSR provisions not applicable to the company

Voting Arrangements

  • Remote e-voting facility provided through CDSL
  • Physical shareholders can vote using ballot form
  • Scrutinizer appointed to oversee voting process
  • Results to be declared within 48 hours of AGM conclusion