Reasons for Delay

1. Change in Board Composition

  • Board of Directors and Key Managerial Personnel changed effective 31.12.2025 with new directors appointed and erstwhile directors removed by shareholders
  • Lack of cooperation from former directors regarding handover of documents, change in authorized signatory for HDFC Bank account, and compliance information
  • Erstwhile directors (holding office until 31.12.2025) did not initiate finalization of Q2 financial results for period ended 30.09.2025

2. Wilful Default by Former Directors

  • Q2 2025-26: Due date was 14th November, 2025. Directors in office during this period failed to publish results:
  • Mr Nikshit Hemendra Shah, Independent Director
  • Mr Ajay Kumar Giri, Independent Director
  • Mr Anil, Additional Director
  • Ms Hanna Priyadarshini, Additional Director
  • Ms Asha Mitta, Managing Director (held office until 22.10.2025)
  • Ms Swapna - CFO
  • Q3 and Q4 2025-26: Due dates were 14.02.2026 (Q3) and 31.05.2026 (Q4)
  • New directors had no access to statutory and financial records or HDFC Bank account
  • Mr Prashant Mitta continued his name and personal contact details with bank despite removal at AGM on 30.09.2025
  • Ms Swapna, CFO resigned effective 1st January, 2026 but resignation not accepted by new directors

3. Non-Updation of Directors' Details on MCA Portal

  • Outgoing directors did not file Form DIR-12 for new director onboarding on www.mca.gov.in
  • New directors and Company Secretary requested Registrar of Companies, Hyderabad for director addition under Section 167(3) of Companies Act, 2013 without success
  • This caused deadlock in banking operations and statutory/commercial functions from 1st January, 2026
  • Resulted in non-payment of Annual Listing fee to BSE

4. Fraudulent Transactions Detection

  • Preliminary detection of fraudulent transactions during 1st October, 2025 to 31st December, 2025
  • Unwanted borrowings in form of unsecured loans
  • Payments released to existing loans from various sources
  • Salary payments to individuals not on company rolls
  • Payments to consultants without service requirements as per records
  • Company filed FIR at Madhapur PS, Hyderabad
  • Appointed M/s Sarat & Associates as forensic auditors with shareholder approval at EGM on 31.12.2025 and board approval on 9.01.2026
  • Investigation ongoing

5. Bank Account Regularization Issues

  • New directors not reflected in MCA records, preventing KYC completion and regularization with HDFC Bank
  • Adversely impacted access to banking operations and financial records

6. Audit and Financial Statements Delay

  • Books of accounts and supporting records could not be finalized within stipulated timelines
  • Delay in completion of audit/review and subsequent results submission

7. Statutory Auditor Changes

  • Erstwhile Statutory Auditors M/s K S Rao & Associates resigned effective 27.05.2026
  • M/s B N Pai & Co. appointed on 1.06.2026 to fill casual vacancy
  • New auditor undertaking audit/re-audit and review process

8. Remedial Measures

  • Company taking necessary steps to regularize records and ensure completion of pending compliances
  • Present Board of Directors taking steps for restoration of normal operations and regularization
  • Coordinating with Statutory Auditors and stakeholders for expeditious completion

Expected Timeline

  • Company expects to submit pending financial results within 15 days from date of updation of master data on www.mca.gov.in with new directors' names
  • Subject to completion of statutory procedures

Company Position

  • Delay not deliberate or attributable to lack of diligence by present Directors and KMP
  • Delay due to circumstances beyond company's control
  • Requesting BSE to consider sympathetically regarding trading suspension (per Notice dated 13.05.2026) and waiver of penalties under SEBI (LODR) Regulations, 2015