Key Financial Figures (Consolidated for FY 2025-26)

  • Total Net Revenue: Stood at ₹13.25 crore, a decrease from ₹19.63 crore in the previous year (FY 2024-25).
  • EBIDTA: Was ₹1.44 crore, down from ₹2.31 crore in the previous year.
  • Profit After Tax (PAT): Was ₹0.97 crore, a decline from ₹1.73 crore in the previous year.
  • Earnings Per Share (EPS): Basic and diluted EPS was ₹0.28, compared to ₹0.49 in FY25.

The company attributes the lower financial performance to a strategic phase of consolidation and strengthening of its core agro-based business rather than rapid expansion.

36th Annual General Meeting (AGM) Details

  • Date: Wednesday, 30th September, 2026.
  • Time: 11:00 AM.
  • Mode: Video Conferencing / Other Audio-Visual Means (OAVM).
  • Record Date: 23rd September, 2026.

Agenda and Resolutions

Ordinary Business

1. Adoption of Financial Statements: To consider and adopt the Audited Financial Statements for FY ended 31st March 2026 with Reports of Directors and Auditors.

2. Appointment of Director: To appoint Mr. Darshak Rupani (DIN: 03121939), who retires by rotation and is eligible for re-appointment.

Special Business

3. Remuneration for Non-Executive Director: A special resolution to approve payment of remuneration to Mr. Prashantt Rupani (DIN: 03138082), not exceeding ₹1,00,000 per month for FY 2026-27 onwards.

4. Re-appointment of Managing Director: A special resolution to re-appoint Mr. Darshak Rupani as Managing Director for a further term of 3 years with effect from 14th November 2026. The proposed remuneration includes:

  • Basic Salary: Up to ₹18,00,000 per annum.
  • Bonus: Equivalent to 2 months' salary per annum.
  • Perquisites: Including reimbursements for utilities, medical expenses (capped at 1 month's salary), LTA, club fees, personal accident insurance, car with driver, and other allowances up to ₹2,00,000 per year.

5. Material Related Party Transaction (RPT): An ordinary resolution to approve RPTs with Mr. Prashantt Rupani for FY 2026-27. The specific transaction detailed is an omnibus approval for availing interest-free, unsecured loan facilities up to an aggregate of ₹10.00 Crore for working capital purposes. The transaction is stated to be on an arm's length basis and in the ordinary course of business.

Corporate and Director Updates

  • Board Changes:
  • Mrs. Jigna Thakkar (Independent Women Director) ceased tenure on 04-09-2025.
  • Mrs. Bhavika Thakkar was appointed as an Additional Non-Executive Independent Women Director effective 01-09-2025.
  • Key Managerial Personnel (KMP):
  • Mr. Darshak Rupani: Managing Director & CFO.
  • Ms. Charmi Jobalia: Company Secretary & Compliance Officer.
  • Statutory Auditors: M/s Guptaraj & Co., Chartered Accountants.
  • RTA: MUFG Intime India Private Limited.

Regulatory and Legal Matters

  • SEBI Interim Order: The Company received an Interim Order-cum-Show Cause Notice from SEBI (Ref: WTM/ASB/CFID/CFID-SEC6/30323/2024-25 dated 06th May 2024) for alleged violations of PFUTP and LODR Regulations. No monetary penalties were imposed. The Company has submitted a detailed response and filed a Common Settlement Application on 01st July 2024.
  • SEBI Settlement: A Settlement Order dated 05th March 2025 was issued for Mrs. Jigna Thakkar and certain erstwhile directors, disposing of proceedings after acceptance of settlement terms and receipt of payment.
  • Income Tax Litigation: A demand of ₹23.79 lakhs for AY 2018-19 (FY 2017-18) is under appeal at CIT(Appeals). Management believes the demand is not justified and no provision is made.

Auditor Remarks (Qualified Opinion)

The Statutory Auditors issued a qualified opinion highlighting two key issues:

1. Non-Provision of Doubtful Loan: A sum of ₹201.91 Lakhs, converted from an investment in Future Farms LLP (exited in 2020-21), remains outstanding since 2021. Management believes it is recoverable, but auditors opine a provision is required. Had a provision been made, PAT would reduce by ₹201.91 Lakhs.

2. Non-Transfer to IEPF: Unpaid dividend of ₹45,669/- pertaining to FY 1997-98 has not been transferred to the Investor Education and Protection Fund (IEPF) as required, due to misplaced physical records from that era.

The Secretarial Auditor also noted the pending IEPF transfer and that the Company is rectifying certain entries in the Index of Charges on the MCA portal.

Capital Structure and Shareholding

  • Paid-up Equity Share Capital: ₹35.00 Crore (3.5 Crore shares of ₹10 each).
  • Promoter & Promoter Group Holding: 25.50% as of 31st March 2026.
  • Dematerialization: 91.75% of the paid-up capital is dematerialized.

Related Party Transactions (RPTs)

For FY 2025-26, RPTs included:

  • Demand loans occasionally advanced by Mr. Prashantt Rupani to meet temporary working capital requirements.
  • The proposed remuneration to Mr. Prashantt Rupani (Non-Executive Director).

All transactions are stated to be at arm's length and in the ordinary course of business.

Dividend

No dividend is proposed for the financial year 2025-26.

Future Outlook

Management's focus remains on consolidating and strengthening the existing agro-based and allied business, improving sourcing and distribution networks, and building a unified brand identity, rather than pursuing rapid expansion. The approach emphasizes prudent financial discipline and measured growth.