Financial Performance Highlights (Standalone)

Income Statement Summary:

  • Total Income: ₹2.40 crore (Previous year: ₹2.18 crore)
  • Other Income (Interest): ₹2.32 crore (Previous year: ₹2.18 crore)
  • Operating Expenditure: ₹44.25 lakh (Previous year: ₹41.38 lakh)
  • Depreciation: ₹16,691 (Previous year: ₹78,308)
  • Profit Before Tax: ₹1.98 crore (Previous year: ₹1.75 crore)
  • Tax Expense: ₹48.41 lakh (Current: ₹47.15 lakh, Deferred: ₹1.26 lakh)
  • Profit for the Year: ₹1.49 crore (Previous year: ₹1.32 crore)
  • EPS: ₹6.55 (Previous year: ₹5.77)

Balance Sheet Position:

  • Authorized Share Capital: ₹3.20 crore (30 lakh equity shares of ₹10 each + 20,000 preference shares of ₹100 each)
  • Paid-up Share Capital: ₹2.28 crore (22,81,450 equity shares of ₹10 each)
  • Reserves & Surplus: ₹34.82 crore (Retained Earnings: ₹28.08 crore)
  • Total Assets: ₹38.25 crore
  • Cash & Bank Balances: ₹35.37 lakh
  • Fixed Deposits with Banks: ₹34.00 crore (₹24.20 crore current, ₹10.80 crore non-current)
  • Investments (UTI Mutual Fund): ₹8.88 lakh at fair value (Cost: ₹50,000)

Key Quantitative Figures

Assets:

  • Property, Plant & Equipment (Net): ₹39,101 (Gross: ₹7.22 lakh, Accumulated Depreciation: ₹6.83 lakh)
  • Deposit against Appeal (DGVCL matter): ₹21.40 crore classified as Non-Current Asset
  • Security Deposits: ₹93,385
  • Interest Receivable on FD: ₹9.96 lakh

Liabilities:

  • Long-term Borrowings (Inter-corporate): ₹47.48 lakh (from related parties, interest-free, repayable on demand)
  • Non-current Trade Payables: ₹4.76 lakh
  • Current Liabilities: ₹61.94 lakh (Includes Provision for Tax: ₹47.15 lakh, Employee Benefits: ₹55,583)

Significant Events and Matters

DGVCL Electricity Matter:

  • Supplementary electricity bill of ₹69.64 lakh raised by DGVCL on 19th March 2013
  • Company deposited ₹34.82 lakh (50%) on 8th April 2013 as mandatory pre-deposit for appeal
  • CEI order dated 24th July 2014 decided in company's favor
  • DGVCL challenged order in Gujarat High Court (Special Civil Application No. 9169 of 2015)
  • During FY 2023-24, company paid ₹1.68 crore under protest to facilitate electricity connection formalities for property buyer
  • Total deposit including security: ₹21.42 crore (Net carrying value: ₹21.40 crore)
  • No interest income recognized due to uncertainty of outcome
  • Matter remains sub judice before Hon'ble High Court of Gujarat

Operational Status:

  • Company has closed down operations and sold all assets
  • Factory land sold, proceeds deployed in bank fixed deposits
  • Management exploring new business opportunities but no definitive plan finalized
  • Company currently earning income primarily from interest on fixed deposits

Auditor Qualifications and Management Response

Statutory Auditor (M/s M.I. Shah And Co) Qualifications:

1. Electricity Deposit: ₹21.4 crore deposit - accrued interest income not accounted as amount paid under protest and outcome uncertain

2. Going Concern: Significant doubt as operations closed, assets sold, but no detailed new business plan finalized

3. Trade Payables/Other Payables: Certain payables remain unpaid as of 31st March 2026

4. Long-term Borrowings: Inter-corporate borrowings subject to confirmations

5. Security Deposit: ₹12 lakh security deposit with M.K. Printpack Pvt Ltd not refunded

Management Explanations:

1. Confident of favorable judgment in DGVCL matter and eligible for refund with interest

2. Process of identifying new business opportunities ongoing, company remains going concern

3. Liabilities are payable and company is processing final payments after reconciliations

4. Electricity deposit will be resolved upon court judgment

Corporate Governance and Board Matters

Board Composition:

  • Manoj R. Patel: Managing Director (DIN: 00485197)
  • Rajeev R. Patel: Whole-time Director & CFO (DIN: 00510532)
  • Himanshu H. Ruia: Independent Director (ceased w.e.f 30-07-2026)
  • Mamta Gupta: Independent Director (Women) (DIN: 06827576)
  • Sanket Goyal: Independent Director (Appointed w.e.f 30-07-2026) (DIN: 08716587)

Board Meetings:

Four meetings held during FY 2025-26 on: 29/05/2025, 11/08/2025, 08/11/2025, 12/02/2026

Shareholding Pattern (as on 31st March 2026):

  • Promoters & Promoter Group: 26.77% (6,10,694 shares)
  • Public: 56.99% (13,00,263 shares)
  • Non-Resident Indian: 4.53% (1,03,264 shares)
  • Foreign Promoters: 9.87% (2,25,000 shares)
  • Dematerialized Holdings: 47.71% (10,88,570 shares)
  • Physical Holdings: 52.29% (11,92,880 shares)

AGM Matters and Resolutions

52nd AGM Details:

  • Date: 10th September 2026
  • Time: 12:00 PM
  • Mode: Video Conferencing/Other Audio Visual Means
  • Book Closure: 24th August 2026 to 28th August 2026

Ordinary Business:

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

2. Re-appointment of Mr. Rajeev Patel who retires by rotation

3. Appointment of M/s M.I. Shah And Co as Statutory Auditors for FY 2026-27

4. Appointment of M/s HRU & Associates as Secretarial Auditors for 5 years

Special Business:

5. Re-appointment of Mr. Manoj R. Patel as Managing Director for 5 years from 30th July 2026 with remuneration: Salary up to ₹1 lakh per month + commission on net profits (overall not exceeding 5% of net profits) + perquisites

6. Appointment of Mr. Sanket Hemant Goyal as Independent Director for 5 years from 30th July 2026

Dividend and Reserves

  • Dividend: No dividend recommended for FY 2025-26 to conserve resources
  • General Reserve: No amount transferred to General Reserve

Other Significant Disclosures

  • Related Party Transactions: No materially significant related party transactions reported
  • Deposits: No deposits accepted from public under Sections 73-76 of Companies Act, 2013
  • Loans/Guarantees/Investments: No loans or guarantees given under Section 186
  • Vigil Mechanism: Whistle Blower Policy established, no complaints received during year
  • CSR: No CSR applicability for current financial year
  • Internal Financial Controls: Adequate and operating effectively as per management
  • Secretarial Audit: M/s HRU & Associates issued unqualified secretarial audit report

Market Data

  • Listing: BSE Limited (Scrip Code: 502589, ISIN: INE464D01014)
  • Market Price Range (FY 2025-26): High: ₹149.25, Low: ₹90.00
  • Listing Fees: Paid for FY 2025-26

Capital Structure Impact

No change in share capital during the year. Authorized capital remains at ₹3.20 crore, paid-up capital at ₹2.28 crore.

Cash Flow Implications

  • Operating Activities: Net cash outflow of ₹6.91 crore
  • Investing Activities: Net cash inflow of ₹2.32 crore (primarily interest income)
  • Financing Activities: Net cash inflow of ₹2.97 lakh
  • Net Decrease in Cash: ₹4.55 crore

Forward-looking Statements

Management commentary indicates:

  • Exploring new markets, products, projects and partnerships
  • Considering dividends and/or share buybacks in future to enhance shareholder value
  • Decisions will focus on long-term value creation for shareholders