Board Meeting Details

The Board of Directors meeting was held on June 24, 2026, commencing at 06:20 PM and concluding at 10:10 PM. The board approved the audited standalone and consolidated financial results for the quarter and year ended March 31, 2026.

Financial Results Overview

Standalone Performance (Amounts in ₹ lakhs)

  • Revenue from Operations: FY26: ₹49,205.46 vs FY25: ₹46,357.62
  • Total Income: FY26: ₹62,555.60 vs FY25: ₹48,990.27
  • Profit/(Loss) Before Tax: FY26: ₹(355.24) vs FY25: ₹7,509.36
  • Net Profit/(Loss): FY26: ₹(225.66) vs FY25: ₹8,617.23
  • EPS (Basic): FY26: ₹(0.01) vs FY25: ₹0.46

Consolidated Performance (Amounts in ₹ lakhs)

  • Revenue from Operations: FY26: ₹49,936.33 vs FY25: ₹48,002.24
  • Total Income: FY26: ₹63,510.33 vs FY25: ₹50,598.52
  • Profit/(Loss) Before Tax: FY26: ₹713.65 vs FY25: ₹(1,286.93)
  • Net Profit/(Loss): FY26: ₹1,836.19 vs FY25: ₹(1,091.54)
  • EPS (Basic): FY26: ₹0.10 vs FY25: ₹(0.06)

Auditor's Report Qualification

KSMC & Associates issued a qualified opinion citing:

1. Delays in deposit of statutory dues while continuing business and investment activities without sufficient audit evidence for business rationale

2. Material related party transactions entered without obtaining requisite shareholder approvals under Section 188 of Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations

Emphasis of Matters

1. Settlement of Debenture Transactions

  • Company acquired debentures aggregating ₹52.00 crore from Hallow Securities Private Limited (HSPL)
  • Subsequent to reporting date (May 30, 2026), entered into Settlement Agreement for principal amount of ₹52.00 crore with additional compensation of ₹3.00 crore
  • Balance outstanding as of March 31, 2026 remains unconfirmed
  • Additional compensation of ₹3.00 crore not recognized as right arose post reporting date

2. Investment in Ebix International Holdings Limited

  • Company contributed ₹2,977.27 million (US$34.83 million) towards acquisition of Ebix Inc. as part of consortium led by Eraaya Lifespaces Limited
  • Received 51% equity shares of Ebix International Holdings Limited pursuant to settlement deed dated May 14, 2025
  • Regulatory approvals across jurisdictions yet to be obtained
  • Investment accounted as associate using equity method (Ind AS 28)

3. Non-compliance with Section 186 of Companies Act

  • Investments and loans made during year despite existing defaults in repayment of borrowings
  • Management represented defaults remained outstanding as at reporting date

4. Transaction Related to IGL Genesis Technologies Limited

  • Share Purchase Agreement with Genesis Gas Solutions for transfer of investment in IGTL
  • Shares transferred in dematerialized form in May 2025 but conditions precedent pending
  • Approval from Indraprastha Gas Limited and IGTL boards awaited
  • Transfer not given effect in books of account

5. Tax Implications on Ebix Transaction

  • Company obtained independent expert tax opinion concluding no tax liability arises
  • No provision for tax recognized in financial results

6. FEMA Compliance

  • Overseas Direct Investment compliances pending for Ebix International Holdings acquisition
  • Forms and returns including ODI Part II and Annual Performance Reports yet to be filed
  • Management undertaking regularization measures including Late Submission Fees

7. Disposal of Subsidiary Shares

  • Sold entire 51.38% investment in Shashi Beriwal and Co Private Limited for ₹4.15 crores
  • Carrying amount: ₹11.21 crore, resulting in loss of ₹7.06 crore recognized in P&L
  • Valuation based on independent registered valuer report using NAV method

8. Sale of Immovable Property

  • Sold property at Arihant Nagar, Delhi for ₹3.00 crore
  • Carrying amount: ₹5.38 crore (land ₹4.36 crore + building ₹1.02 crore)
  • Loss of ₹2.56 crore recognized in P&L
  • Valuation supported by independent valuer and architect certificate

9. Impairment of Advance for Acquisition

  • Advance of ₹5.00 crore paid for proposed acquisition of 30% in Abhhyam Services Private Limited
  • Conditions precedent not achieved, dispute arose regarding purported share transfer
  • Company initiated legal proceedings for recovery
  • Impairment loss recognized in accordance with Ind AS 109

10. Provisional Attachment by Enforcement Directorate

  • ED attachment order dated June 5, 2026 under PMLA for properties worth ₹1,333.84 lakhs
  • Related to Mahadev Online Book investigation
  • Company contesting attachment, no adjustment made in financial results

Other Significant Disclosures

Income Tax Demands

  • Received demand notices aggregating ₹26.44 crore for various assessment years
  • Company filed appeals and rectification applications
  • No provision made based on management assessment of adequate grounds

SEBI Investigation

  • Investigation under Section 11C of SEBI Act ongoing
  • No final conclusion or order passed as of date
  • Financial impact not ascertainable

Segment Reporting

  • Primary segments: Trading & Manufacturing Division (Agro, Polymers, Infrastructure)
  • Revenue by geography: Primarily domestic (₹49,205.46 lakhs), minimal exports (₹385.28 lakhs to Ghana)
  • Major customer concentration: One customer in Agro segment represented ₹4,980.92 lakhs in FY25

Capital Structure

  • Paid-up equity share capital: ₹18,598.36 lakhs (face value ₹1 each)
  • No change in share capital during the period

Subsequent Events

  • Settlement Agreement with HSPL dated May 30, 2026
  • ED attachment order dated June 5, 2026
  • SEBI investigation ongoing