Board Meeting Details
- Meeting Date: October 21, 2026
- Start Time: 2:00 PM
- End Time: 10:10 PM
Key Decisions Approved
1. Financial Results Approval
- Approved unaudited Standalone and Consolidated Financial Results for quarter ended September 30, 2026
- Limited Review Report attached as Annexure-I
2. Management Changes
- Accepted resignation of Mr. Gaurav Garg as Chief Financial Officer effective October 21, 2026 (Annexure-II)
- Appointed Mr. Krishan Bansal as Chief Financial Officer and Executive Director effective October 21, 2026 (Annexure-III)
- Mr. Bansal's profile: Commerce graduate with over 30 years experience in government offices, PSUs, and corporates in finance, HR, compliance, and administration
3. Subsidiary Disposal
- Approved sale/disposal of subsidiary M/s Shikshan School Private Limited
- Company is searching for prospective buyers
- No turnover or revenue contributed by the subsidiary in last financial year
- Transaction is not a Related Party Transaction
- Completion date depends on finding buyer and receiving approvals
4. Fundraising Approval
- Approved issuance of up to 42,00,00,000 (Forty-Two Crore) Fully Convertible Warrants
- Each warrant convertible into one equity share of face value ₹1
- Issue price: ₹1 per warrant
- Total amount: ₹42,00,00,000 (Rupees Forty-Two Crore)
- To be allotted on preferential basis to Promoter/Promoter Group and Non-Promoter, Public Category
- 25% of total issue size to be called upfront upon allotment
- Subject to shareholder and regulatory approvals
- Under Sections 42 and 62(1)(c) of Companies Act, 2013
- Details in Annexure-V and Annexure-VI
5. Statement of Deviation and Variation
- Submitted statement for quarter ended September 30, 2026 (Annexure-VII)
- Confirmed no deviation in use of IPO proceeds
- IPO proceeds utilized as stated in prospectus
6. Articles of Association Alteration
- Approved alteration to add "Further Issue of Capital" clause
- To align with fund raising/further issue proposals
- Subject to shareholder approval
- Details in Annexure-VIII
7. Postal Ballot Approval
- Approved seeking member approval through postal ballot for board decisions
- Appointed Mr. Shiva Nishad (Membership no. 560019) of M/s Krishan Rakesh & Co. as Scrutinizer
- Appointed NSDL as authorized agency for remote e-voting
- Cut-off date: October 16, 2026
- Dispatch date: October 22, 2026
- E-voting period: October 23, 2026 (9:00 AM) to November 21, 2026 (5:00 PM)
Financial Results Summary
Standalone Financials (Quarter Ended September 30, 2026)
- Revenue from operations: ₹6.89 lakhs
- Other Income: ₹17.94 lakhs
- Total Revenue: ₹24.83 lakhs
- Total Expenses: ₹21.88 lakhs
- Profit Before Tax: ₹2.95 lakhs
- Net Profit: ₹2.95 lakhs
- EPS: ₹0.001
- Paid-up equity share capital: ₹5,661.64 lakhs
Half-Year Standalone (September 30, 2026)
- Total Revenue: ₹50.88 lakhs
- Net Profit: ₹9.96 lakhs
- EPS: ₹0.002
Consolidated Financials (Quarter Ended September 30, 2026)
- Revenue from operations: ₹6.89 lakhs
- Other Income: ₹17.94 lakhs
- Total Revenue: ₹24.83 lakhs
- Total Expenses: ₹21.89 lakhs
- Profit Before Tax: ₹2.94 lakhs
- Net Profit: ₹2.94 lakhs
- EPS: ₹0.001
Half-Year Consolidated (September 30, 2026)
- Total Revenue: ₹50.88 lakhs
- Net Profit: ₹9.94 lakhs
- EPS: ₹0.002
Auditor's Qualified Opinion
The independent auditors (Asha & Associates) issued a qualified opinion on both standalone and consolidated financial results, citing:
Material Fraud Disclosure
- Special audit identified material financial irregularities involving unauthorized transactions and misappropriation of funds by former CFO & Director Mr. Ankit Sharma
- Amount misappropriated: ₹88,17,931 through fictitious payments, unsupported expenses, and unauthorized fund transfers during FY 2024-25
- Amount not recovered as of report date
- Company initiating legal and disciplinary proceedings
- No provision made in financial statements for the loss
- Company should record impairment and provision of ₹88,17,931 pending recovery
Documentation Issues
- Insufficient evidence for utilization of ₹10,68,75,000 received from preferential warrant issue (25% received in FY 2024-25, 75% in FY 2025-26)
- Advance of ₹5,32,20,571 for purchase of land at Gurugram without proper documentation
- Loans & Advances of ₹21,44,00,000 without proper nature documentation
- Payment of ₹6,37,09,996 against training expenses payable without supporting documents
Preferential Allottees Details
Promoter/Promoter Group (10 crore warrants)
- Shree Assets Reconstruction Limited: 10,00,00,000 warrants
Non-Promoter, Public Category (32 crore warrants)
- Pawan Kumar Basudev Agarwal: 80,00,000 warrants
- Pawan Kumar Basudev Agarwal (HUF): 1,00,00,000 warrants
- Kalpana Pawan Kumar Agarwal: 75,00,000 warrants
- Shree Durga Capital Ltd.: 1,20,00,000 warrants
- Saroj Goyal: 4,25,00,000 warrants
- Ram Gopal Goyal: 4,25,00,000 warrants
- Suchit Jayraj Shah: 1,00,00,000 warrants
- Mamta Suchit Shah: 85,00,000 warrants
- Aditi Singh: 50,00,000 warrants
- Ankit Singh: 25,00,000 warrants
- Gajanand Gupta: 4,25,00,000 warrants
- Anita Gupta: 4,25,00,000 warrants
- Green Open Technologies Private Limited: 8,65,00,000 warrants
Shareholding Impact
- Pre-issue promoter holding: 4,66,06,012 shares (8.23%)
- Post-issue promoter holding (assuming full conversion): 14,66,06,012 shares (14.87%)
- Pre-issue public holding: 51,95,57,686 shares (91.77%)
- Post-issue public holding (assuming full conversion): 83,95,57,686 shares (85.13%)
Warrant Terms
- Tenure: 18 months from allotment date
- Conversion right: 1 equity share per warrant
- Conversion period: From allotment until 18 months expiry
- Unexercised warrants after 18 months will lapse with forfeiture of amount paid
Compliance Information
- Filed pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- SEBI Master Circular Reference: SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
- Company Secretary & Compliance Officer: Renu Malik