Key Quantitative Figures (FY 2025-26)

  • Revenue from Operations: ₹0.00 Lakhs (Previous Year: ₹0.00 Lakhs)
  • Other Income: ₹38.65 Lakhs (Previous Year: ₹100.20 Lakhs)
  • Total Expenditure: ₹113.22 Lakhs (Previous Year: ₹87.16 Lakhs)
  • Net Loss: ₹(74.57) Lakhs (Previous Year: Net Profit of ₹8.83 Lakhs)
  • Loss Per Share (EPS): ₹(0.59) (Previous Year: ₹0.07)
  • Total Income: ₹38.65 Lakhs
  • PBIDT: ₹(70.43) Lakhs
  • Depreciation: ₹4.12 Lakhs
  • Interest: ₹0.02 Lakhs

Capital Structure

  • Authorized Share Capital: ₹2000.00 Lakhs
  • Subscribed & Paid-up Share Capital: ₹1261.94 Lakhs (12,619,434 equity shares of ₹10 each)
  • No change in share capital during the year.
  • 94.84% of shares are held in dematerialized form.

AGM Details

  • The 55th Annual General Meeting (AGM) will be held on Friday, September 11, 2026, at 12:00 PM (IST).
  • Venue: Hotel Allahabad Regency, 16, Tashkent Marg, Civil Lines, Prayagraj, Uttar Pradesh - 211001.
  • The Register of Members and Share Transfer Books will be closed from September 5, 2026, to September 11, 2026 (both days inclusive).
  • The Record Date (cut-off date) for determining members entitled to vote is September 4, 2026.

Business to be Transacted at AGM

Ordinary Business

1. Adoption of Financial Results: To receive, consider, and adopt the Audited Financial Statements for FY ended March 31, 2026, including the Balance Sheet, Profit & Loss Account, Cash Flow Statement, and reports of the Board of Directors and Auditors.

Special Business

2. Ratification of Cost Auditor's Remuneration: To ratify the remuneration of ₹17,500 plus taxes and out-of-pocket expenses payable to M/s Shishir Jaiswal & Co. as Cost Auditors for the year ending March 31, 2027.

3. Re-appointment of Mr. Ishwar Chandra Agarwal: To approve his re-appointment as an Independent Director for a second term of five years, from June 21, 2027, to June 20, 2032.

4. Continuation of Mr. Ishwar Chandra Agarwal: Special resolution to approve his continuation as an Independent Director after attaining the age of 75 years, until June 20, 2032, as required by SEBI LODR Reg. 17(1A).

5. Continuation of Mrs. Manju Agarwal: Special resolution to approve her continuation as an Independent Director after attaining the age of 75 years, until March 18, 2031.

6. Related Party Transaction - Supply of Materials: Ordinary resolution to approve entering into a contract with related party Uttar Pradesh Safety Glass Works Pvt. Ltd. (UPSGWPL) for the supply of materials/scrap for 5 years from October 1, 2026, for an aggregate value not exceeding ₹15 Lakh per annum.

7. Related Party Transaction - Vehicle Lease: Ordinary resolution to approve leasing motor vehicles to UPSGWPL on a bare lease basis for 5 years from October 1, 2026, at a monthly lease rental of ₹10,000 plus applicable GST.

Operational and Strategic Update

  • Production & Sales: There was no production or sales during the year as the company has no manufacturing plant at present.
  • Business Transition: The company has sold its manufacturing units and is transitioning into the real estate sector.
  • Real Estate Activities:
  • Refurbishing & Renovation of Flats: The company is renovating 72 existing flats ("Triveni Meadows") for sale. No flats were sold during FY26 due to technical reasons, but sales are anticipated in FY27.
  • Sale of Land: The company intends to sell its factory land at Iradatganj, Allahabad. The land classification was recently converted from 'Industrial' to 'Residential' by the State Government, enabling future plotted sales. No land was sold in FY26.
  • Capital Expenditure: There was no capital expenditure during the year.

Financial Position and Performance

  • The company's income is solely from 'Other Income' (₹38.65 Lakhs), primarily comprising interest income (₹8.37 Lakhs), rent received (₹16.00 Lakhs), and miscellaneous receipts.
  • The net loss of ₹74.57 Lakhs is attributed to operational expenses exceeding other income.
  • Reserves & Surplus: Capital Reserves stand at ₹3850.56 Lakhs, and the Securities Premium Account is ₹4408.75 Lakhs. Retained Earnings are negative at ₹(11,067.14) Lakhs.
  • Dividend: No dividend is recommended for FY26 due to the company's loss-making status and stage of recovery.

Legal and Regulatory Matters

  • IBC Petition: A petition under Section 7 of the Insolvency and Bankruptcy Code, 2016, has been filed by Laxmi Float Glass Limited (Financial Creditor) against the company. As of March 31, 2026, the petition had not been admitted by the NCLT Allahabad.
  • The company acknowledges a debt of ₹11,13,85,734 but disputes an additional interest claim of ₹4,63,34,846.
  • The company has filed an application under Section 60 of the IBC, offering to transfer a land parcel equivalent to the acknowledged debt amount to settle the dispute.
  • Contingent Liabilities: Disputed statutory dues totaling ₹1558.21 Lakhs are pending before various authorities, including:
  • GST Penalty (Andhra Pradesh High Court): ₹987.00 Lakhs
  • Sales Tax/Trade Tax (Supreme Court): ₹107.21 Lakhs (Company has deposited ₹74 Lakhs)
  • IBC Interest Demand (NCLT): ₹412.00 Lakhs
  • EPFO Interest (Andhra Pradesh High Court): ₹24.00 Lakhs
  • PF Penalty (High Court): ₹28.00 Lakhs
  • Other Litigation: Cases are ongoing regarding a MODVAT credit refund (₹51 Lakhs), an excise refund (₹32.97 Lakhs), and charges from GAIL for gas usage.

Corporate Governance and Board

  • Board of Directors: Comprises 2 Executive Directors and 4 Non-Executive Independent Directors.
  • Mr. J.K. Agrawal (Managing Director, DIN:00452816)
  • Mr. A.K. Dhawan (Director Finance, DIN:00694401)
  • Mrs. Manju Agarwal (Independent Director, DIN:00778983)
  • Mr. Ishwar Chandra Agarwal (Independent Director, DIN:09641942)
  • Mr. Abhishek Jain (Independent Director, DIN:06895874)
  • Mr. Piyush Kesarwani (Independent Director, DIN:09736953)
  • Board Meetings: Four meetings were held during the year on May 8, 2025; July 28, 2025; November 1, 2025; and January 28, 2026.
  • Board Committees: Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee. The Corporate Social Responsibility (CSR) Committee was dissolved on October 1, 2025, as the company no longer met the applicability criteria for CSR.
  • Auditors:
  • Statutory Auditors: M/s. Amit Ray & Co., Chartered Accountants (FRN: 000483C). Their report contains no qualifications.
  • Secretarial Auditor: M/s. Ayush Sinha & Associates, Company Secretaries. Their report is unqualified.
  • Cost Auditors: M/s. Shishir Jaiswal & Co. appointed for FY27, remuneration requiring shareholder ratification.
  • Internal Auditor: M/s. Gopal Gupta & Associates, Chartered Accountants.
  • Key Managerial Personnel (KMP): Mr. J.K. Agrawal (MD), Mr. A.K. Dhawan (Director Finance), Ms. Tanushree Chatterjee (Company Secretary).

Related Party Transactions (RPTs)

  • No related party transactions were entered into during FY 2025-26.
  • Two new RPTs are proposed for shareholder approval at the AGM with Uttar Pradesh Safety Glass Works Pvt. Ltd. (UPSGWPL), a promoter group entity holding 0.45% of the company's shares.
  • Mr. J.K. Agrawal (Managing Director) is interested in these resolutions as his wife is a director in UPSGWPL.
  • The Audit Committee and Board have approved the proposed transactions, deeming them in the company's interest for asset utilization.

Other Key Disclosures

  • Public Deposits: The company has not accepted any public deposits.
  • Internal Financial Controls: The Board's report states that the company has adequate internal financial controls systems that were operating effectively during the year.
  • CSR: Provisions relating to Corporate Social Responsibility are not applicable to the company for FY26 as it did not meet the specified financial criteria.
  • Vigil Mechanism/Whistle Blower Policy: The company has an established mechanism, and no complaints were received during the year.
  • Sexual Harassment Policy: The company has a policy in place. No complaints were received during the year, and no complaints are pending.
  • Material Changes: The sale of manufacturing units (Rajahmundry in 2020, Allahabad approved in 2020) and the move into real estate are noted. The going concern status is not affected.

E-Voting Information

  • The remote e-voting period is from September 8, 2026, at 9:00 AM to September 10, 2026, at 5:00 PM.
  • National Securities Depository Limited (NSDL) is the agency providing the e-Voting facility.
  • Detailed instructions for shareholders to vote electronically are provided in the notice.